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Item 9A. Controls and Procedures

2025-08-28 compared with 2025-02-25 · 581 added, 764 removed, 1256 unchanged (52% of the section changed)

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This “Controls and Procedures” section includes information concerning the internal controls and controls evaluation referred to in the certifications.

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the period covered by this report.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

(a) Management’s Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2025 due to the material weaknesses in our internal control over financial reporting described below.

Notwithstanding the identified material weaknesses, management believes and has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with GAAP.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets and liabilities;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets and liabilities that could have a material effect on our consolidated financial statements.

SMCI | 2025 Form 10-K | 119

Management’s Report on Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined under Exchange Act Rules 13a-15(f) and 15d-15(f), to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

In evaluating the effectiveness of our internal control over financial reporting as of June 30, 2024, management used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on such evaluation, in connection with preparing the consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, management identified certain material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The identified material weaknesses pertain to:

(i) information technology general controls for certain IT systems that support the Company's financial reporting process were not appropriately identified, designed or implemented;

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025.

In making this assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected in a timely basis.

We have identified the following unremediated material weaknesses in internal control over financial reporting as of June 30, 2025:

(i) information technology general controls for certain systems that support our financial reporting process were not appropriately identified, designed or implemented;

(ii) controls to address segregation of duties conflicts were not properly designed and appropriately implemented;

(iii) controls and documentation thereof, over the review and approval of manual journal entries were not properly designed and appropriately implemented to prevent unauthorized access to post journal entries;

(iv) controls over the completeness and accuracy of information produced by the entity impacting multiple financial statement areas were not properly documented;

and (v) management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new leasing arrangements and new related party transactions.

(iii) controls over the completeness and accuracy of information we produce, impacting multiple financial statement areas were not properly implemented or documented;

and (iv) we did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new related party transactions.

The above material weaknesses could have increased the risk of unauthorized access to certain information technology systems that support our financial reporting processes, manipulation of data that we use to produce our financial statements, and/or lack of complete and accurate information, which could lead to financial misstatements and affect our ability to report our information on a timely basis.

We have concluded that our internal control over financial reporting was not effective as of June 30, 2024 due to the existence of material weaknesses in such controls as described above.

As of the date hereof, we have not remediated any of those material weaknesses.

Inherent Limitations on Effectiveness of Controls

Notwithstanding the material weaknesses in internal control over financial reporting described above, management believes and has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firm, BDO USA, P.C., has audited the Company's consolidated financial statements as of June 30, 2024, and for the fiscal year then ended, included in this Annual Report which is contained in Item 8, “Financial Statements and Supplementary Data” and also as part of its audit, has issued an attestation report on our internal control over financial reporting, which is contained below.

Remediation Plan and Status

Our management is committed to remediating the material weaknesses that we have identified and fostering continuous improvement in our internal controls.

We are evaluating the material weaknesses described above and designing plans to remediate these weaknesses and enhancing our internal control environment.

These plans include:

• hiring additional qualified technical accounting, financial reporting, and internal audit personnel with public company experience;

expanding other non-finance teams that are responsible for control execution in order to provide additional capacity and expertise, particularly as our revenue continues to increase;

• continuing to conduct more training sessions for our accounting and finance staff focused on sufficiently documenting our internal control over the completeness and accuracy of the information we use to support our financial reporting;

Our independent registered public accounting firm, BDO USA, P.C., has audited our consolidated financial statements as of June 30, 2025, and for the two fiscal years then ended, included in this Annual Report which is contained in Item 8, “Financial Statements and Supplementary Data” and also as part of its audit, has issued an attestation report on our internal control over financial reporting, which is contained below.

SMCI | 2025 Form 10-K | 120

• reviewing the organization of our IT group with the goal of ensuring the organization can fully support the internal control needs of our company;

• designing additional monitoring controls over manual journal entries, and actions of people with overlapping duties;

and monitoring controls over access and change management for the IT systems to which this material weakness relates;

• upgrading our IT systems to include features that will scale, automate and strengthen our internal controls.

We are committed to a strong internal control environment and to remediating these material weaknesses as soon as possible.

We will determine that our material weaknesses have been fully remediated only after we have (i) implemented and tested the necessary changes and (ii) observed the remediated controls operate for a sufficient period of time for us to determine that such controls are operating effectively.

We may also conclude that additional measures or costs are required to remediate the material weaknesses in our internal control over financial reporting.

We will monitor and report the effectiveness of our remediation plan and refine our remediation plan as appropriate.

Changes in Internal Control over Financial Reporting

Except for the material weaknesses identified above, there was no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Remediation Plan and Status

We have identified and are implementing actions intended to improve the effectiveness of our internal control over financial reporting and disclosure controls and procedures and will continue to do so until the remediation of the material weaknesses identified above is complete, and we are able to conclude that both our internal control over financial reporting and our disclosure controls and procedures are effective.

During the year ended June 30, 2025, we began to implement changes designed to improve our internal controls over financial reporting and to remediate the material weaknesses, including, but not limited to:

• Enhancing our accounting organization’s competencies by adding additional qualified leadership personnel with strong technical accounting, external reporting and governance experience;

specifically,

◦ identified and hired a Vice President who is qualified to lead our technical accounting, external reporting and global internal controls compliance;

◦ reassessed our accounting procedures and related documentation, and, as part of the financial reporting process, began implementing the use of supplementary checklists as well as conducting additional reviews and evaluations of transactions to improve the accuracy and reliability of our financial information.

◦ replaced certain existing financial personnel with appropriate qualified personnel to ensure that procedures are implemented, adequate reviews are performed, and financial information as presented is accurate.

◦ Promoted our controller to Chief Accounting Officer.

• In June 2025, we launched a global learning management and communication system, to develop and roll out appropriate compliance and other mandatory training courses, across various areas, including Finance, Compliance, Information Technology and Sales, to our global workforce to ensure that our personnel stay current on a wide variety of areas;

• Established and implemented a standard policy for manual journal entry creation and posting, including clear documentation criteria, review and approval requirements based on the risk profile of the financial statement line item impacted, with automated workflow mapping that more extensively utilizes the functionality and automation solutions available in our ERP system.

This includes more rigorous enforcement of user roles and access controls to ensure oversight and prevent unauthorized entries.

We believe these actions have remediated the material weakness we previously identified relating to the review and approval of manual journal entries and the prevention of any unauthorized access to post journal entries;

• Completed a risk-based review of our overall IT architecture, including the composition of our IT organization and applications, to ensure that all systems that support our financial reporting processes were appropriately identified to be part of the population over which we design and maintain ITGCs.

In addition, we also either designed additional controls or have executed on existing controls diligently, including expanding the applications that are included within the scope of our Information Technology General Controls, with an increased emphasis on provisioning, change management and privileged and firefighter access related processes, thereby strengthening the design and implementation and operating effectiveness (for certain applications) of our overall information technology related processes and controls;

• Re-evaluated and established and/or amended additional key entity level controls covering a wide variety of areas including but not limited to our global SOX program, fraud risk assessment, hiring practices and global corporate trainings to align closely with our overall strategies and the overall COSO framework;

• Began implementing a full redesign of our ERP system security role structure and segregation of duties (“SOD”) rulesets.

This redesign is foundational to both remediating the SOD-related material weakness and building a sustainable, compliant access model.

As part of this reset, we are adopting a leading practice, template driven approach, that will bring standardization to our ruleset and eliminate SOD conflicts and/or mitigate them as appropriate.

Implementing and maintaining an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and in the economic and regulatory environments, and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above.

While we have made progress to enhance our internal control over financial reporting, we are still in the process of implementing these processes, procedures and controls.

We will require additional time to complete implementation and to assess and ensure the long-term sustainability of these procedures.

We believe the above actions will be effective in remediating the material weaknesses described above, and we will continue to devote significant time and attention to these remedial efforts.

However, the material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded that these controls are operating effectively.

SMCI | 2025 Form 10-K | 121

(e) Changes in Internal Control over Financial Reporting

Except for the changes in the internal controls to remediate a material weakness over the review and approval of manual journal entries and other changes as part of our plans to remediate the above mentioned material weaknesses as discussed above, there was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

However, as noted above, we will be implementing changes to our internal control over financial reporting to address the material weaknesses described above.

SMCI | 2025 Form 10-K | 122

Report of Independent Registered Public Accounting Firm

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We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of June 30, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as “the consolidated financial statements”) and our report dated February 25, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated August 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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Material weaknesses were identified and described in management’s assessment regarding the following:

(1) information technology general controls (“ITGCs”) for certain IT systems that support the Company's financial reporting process were not appropriately identified, designed or implemented;

(1) information technology general controls for certain systems that support the Company's financial reporting process were not appropriately identified, designed or implemented;

(2) controls to address segregation of duties conflicts were not properly designed and appropriately implemented;

(3) controls and documentation thereof, over the review and approval of manual journal entries were not properly designed and appropriately implemented to prevent unauthorized access to post journal entries;

(4) controls over the completeness and accuracy of information produced by the entity impacting multiple financial statement areas were not properly documented;

and (5) management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new leasing arrangements and new related party transactions.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements, and this report does not affect our report dated February 25, 2025 on those consolidated financial statements .

(3) controls over the completeness and accuracy of information produced by the entity impacting multiple financial statement areas were not properly implemented or documented;

and (4) management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new related party transactions.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated August 28, 2025 on those consolidated financial statements.

SMCI | 2025 Form 10-K | 123

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San Jose, California

February 25, 2025

August 28, 2025

SMCI | 2025 Form 10-K | 124

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Rule 10b5-1 Trading Plans

Certain of the Company’s executive officers and directors have entered into trading plans pursuant to Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended.

The following table summarizes the adoption of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended June 30, 2024:

Name and Title

Adoption Date

Aggregate Number of Shares of the Company’s Common Stock to be Sold

Charles Liang , executive officer and director

September 30, 2024

Daniel Fairfax , non-employee director

During the three months ended June 30, 2025, the following executive officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) of ours adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Name Action Adoption/Termination Date Trading Arrangement Total Shares of Common Stock to be Sold (3)

Expiration Date (4)

Rule 10b5-1 (1)

Non-Rule 10b5-1 (2)

David Weigand ( Senior Vice President, Chief Financial Officer and Chief Compliance Officer )

50,000 December 1, 2025

During the three months ended June 30, 2024, no pre-existing trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were terminated or modified by the Company’s executive officers and directors, and no other written trading arrangements not intended to qualify for the Rule 10b5-1(c) affirmative defense were adopted, modified, or terminated by the Company’s executive officers and directors.

Sara Liu ( Co-Founder, Senior Vice President and Director )

600,000 March 1, 2026

_________________

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3) This number represents the maximum number of shares of common stock that may be sold pursuant to the trading plan.

The number of shares actually sold will depend on the satisfaction of certain conditions as set forth in the plan.

(4) In each case, the trading plan may expire on an earlier date if and when all transactions thereunder are completed.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

SMCI | 2025 Form 10-K | 125

Directors, Executive Officers, and Corporate Governance

Executive Officers and Directors

The following table sets forth information regarding our current directors and executive officers and their ages as of January 31, 2025:

The following table sets forth information regarding our current directors and executive officers and their ages as of July 31, 2025 :

Name Age Position(s)

Charles Liang 67

President, Chief Executive Officer and Chairman of the Board

Charles Liang 67 President, Chief Executive Officer and Chairman of the Board

David Weigand 67 Senior Vice President, Chief Financial Officer and Chief Compliance Officer

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George Kao 64 Senior Vice President of Operations

Co-Founder, Senior Vice President and Director

Yih-Shyan (Wally) Liaw

70 Co-Founder, Senior Vice President of Business Development and Director

Daniel Fairfax (1)(3)(4)

Sara Liu 63 Co-Founder, Senior Vice President and Director

Yih-Shyan (Wally) Liaw 70 Co-Founder, Senior Vice President of Business Development and Director

Judy Lin (2)(4)

Robert Blair (1)(2)(4)

Scott Angel (1)(4)(6)

Sherman Tuan (2)(3)(4)

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(5) Appointed to the Board of Directors on August 15, 2024

SMCI | 2024 Form 10-K | 126

(6) Appointed to the Board of Directors effective March 31, 2025

Executive Officers and Management Directors

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degree in Accounting from San Jose State University and is a Certified Public Accountant in California (Inactive).

SMCI | 2025 Form 10-K | 126

Don Clegg serves as our Senior Vice President of Worldwide Sales.

He previously served as our Vice President of Marketing and Worldwide Business Development.

Clegg has been an employee since April 2006 and has held various senior sales and marketing roles with the Company during that time.

Clegg has been an employee since April 2006 and has held various senior sales and marketing roles with us during that time.

Clegg started his career as a Design Engineer and evolved from Engineer to Vice President of Sales and Marketing working at several established and startup Silicon Valley system and semiconductor companies.

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George Kao serves as our Senior Vice President of Operations and previously served as our Vice President of Operations.

Kao joined the Company in October 2016.

Kao joined us in October 2016.

Kao was Vice President of Operations of Pericom Semiconductor Corp.

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Sara Liu co-founded Super Micro in September 1993, has been a member of our Board since our inception in September 1993 and currently serves as our Co-Founder, Senior Vice President, and a director.

She has held a variety of positions with the Company, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019.

She has held a variety of positions with us, including Treasurer from inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018, and Chief Administrative Officer from October 1993 to May 2019.

From 1985 to 1993, Ms.

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Liu should serve on the Board based on her skills, experience, her general expertise in business and operations and her long familiarity with our company’s business.

SMCI | 2024 Form 10-K | 127

Shyan (Wally) Liaw co-founded Super Micro in September 1993.

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Non-Management Directors

Daniel Fairfax has been a member of our Board since July 2019.

Fairfax served as Senior Vice President and Chief Financial Officer of Brocade Communications, a networking equipment company (“Brocade”) from June 2011 to November 2017.

Brocade was acquired by Broadcom in November 2017.

Fairfax previously served as Brocade’s Vice President of Global Services from August 2009 to June 2011 and Brocade’s Vice President of Business Operations from January 2009 to August 2009.

Prior to Brocade, Mr.

Fairfax served as Chief Financial Officer of Foundry Networks, Inc., from January 2007 until December 2008.

Foundry Networks was acquired by Brocade in December 2008.

Earlier in his career Mr.

Fairfax served in executive financial management and/or general management positions at GoRemote Internet Communications, Ironside Technologies, Acta Technology, NeoVista Software, Siemens and Spectra-Physics.

He began his career as a consultant with the National Telecommunications Practice Group of Ernst & Young.

Fairfax is a certified public accountant with an inactive license in California and holds an MBA degree from The University of Chicago Booth School of Business and a Bachelor of Arts degree, with a major in Economics, from Whitman College.

Our Governance Committee concluded that Mr.

Fairfax should serve on the Board based on his skills, his operating experience, his financial literacy and his familiarity with technology businesses.

Robert Blair has been a member of our Board since December 2022.

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Blair should serve on the Board based on his familiarity with technology businesses, skills and experience with business operations at technology companies, and public company experience.

SMCI | 2025 Form 10-K | 127

Judy Lin has been a member of our Board since April 2022.

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Lin should serve on the Board based on her substantial leadership and management experience and, considering she is well versed in technology innovation, product development, engineering and global operations, she will add valuable perspective to the Board.

SMCI | 2024 Form 10-K | 128

Scott Angel has been a member of our Board since March 2025.

Angel spent over 37 years in the audit and assurance practice at Deloitte & Touche LLP (“Deloitte”) including 25 years as an audit partner in Silicon Valley.

He focused on serving clients in the technology industry and led the semiconductor industry practice from 1993 until his retirement in December 2017.

During his career at Deloitte, he served a wide range of public and private technology companies and has experience working on risk and compliance issues.

Angel is a CPA (inactive status) and a member of the AICPA.

He received his Bachelor of Arts in Business Administration degree from the University of Washington.

Our Governance Committee concluded that Mr.

Angel should serve on the Board based on his financial literacy, his experience in auditing financial statements and internal controls, and his familiarity with technology businesses.

Sherman Tuan has been a member of our Board since February 2007.

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At Intel, Ms.

Giordano also held roles as vice president and managing director of Intel Capital where she provided primary legal support to the president of Intel Capital, Intel’s global investment organization that makes equity investments and handles acquisitions, divestitures and other strategic transactions.

Giordano also held roles as corporate secretary and vice president and managing director of Intel Capital where she provided primary legal support to the president of Intel Capital, Intel’s global investment organization that makes equity investments and handles acquisitions, divestitures and other strategic transactions.

She had joined Intel Capital in 2011 as M&A counsel.

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She has a juris doctorate from the University of San Francisco, School of Law and a Bachelor of Arts in political science from California Polytechnic State University, San Luis Obispo.

Our Governance Committee concluded that Ms.

Mogensen (Giordano) should serve on the Board based on her executive management experience and her familiarity with technology businesses.

SMCI | 2025 Form 10-K | 128

Tally Liu was appointed to our Board in January 2019.

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Directors chosen to fill newly created directorships hold office for a term expiring at the next annual meeting of stockholders to which the term of the office of the class to which they have been elected expires.

SMCI | 2024 Form 10-K | 129

The current composition of the Board of Directors is:

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Class II Directors (2)

Judy Lin Sara Liu Yih-Shyan (Wally) Liaw

Judy Lin Sara Liu

Scott Angel Yih-Shyan (Wally) Liaw

Class III Directors (3)

Daniel Fairfax Robert Blair

Susan Mogensen (Susie Giordano)

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Corporate Governance Guidelines

We have adopted “Corporate Governance Guidelines” to help ensure that the Board is independent from management, that it appropriately performs its function as the overseer of management, and that the interests of the Board of Directors and management align with the interests of our stockholders.

The “Corporate Governance Guidelines” are available at https:// ir.supermicro.com/governance/governance-documents/default.aspx.

We have adopted a “Board of Directors Charter” as our corporate governance guidelines, which aims to ensure the Board’s independence from management, its effective oversight of management, and alignment between the interests of the Board, management, and our stockholders.

The “Board of Directors Charter” is available at https:// ir.supermicro.com/governance/governance-documents/default.aspx.

SMCI | 2025 Form 10-K | 129

Code of Ethics

We have adopted a “Code of Business Conduct and Ethics” that is applicable to all directors, executive officers and employees and embodies our principles and practices relating to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing and full compliance with all laws affecting our business.

We have adopted a “Code of Business Conduct and Ethics” that is applicable to all directors, executive officers and employees and embodies our principles and practices relating to the ethical conduct of our business and our long-standing commitment to honesty, fair dealing, accurate disclosures, and full compliance with applicable laws, rules, and regulations affecting our business.

Our “Code of Business Conduct and Ethics” is available at https://ir.supermicro.com/governance/governance-documents/default.aspx .

Any substantive amendment or waiver of the Code relating to executive officers or directors will be made only after approval by our Board of Directors and will be promptly disclosed on our website within four business days.

Director Independence

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In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee, and nominating and corporate governance committee be independent.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the listing requirements of The Nasdaq Stock Market.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and the listing requirements of The Nasdaq Stock Market.

In addition, compensation committee members must satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing requirements of The Nasdaq Stock Market.

Each year, the Board affirmatively assesses the independence of each director and nominee for election as a director in accordance with the listing requirements of The Nasdaq Stock Market.

Based on these standards, our Board has determined that six of its current nine members, Daniel Fairfax, Judy Lin, Robert Blair, Sherman Tuan, Susan Mogensen (Susie Giordano) and Tally Liu, are “independent directors” under the applicable rules and regulations of the SEC and the listing requirements and rules of The Nasdaq Stock Market.

Based on these standards, our Board has determined that six of its current nine members, Judy Lin, Robert Blair, Scott Angel, Sherman Tuan, Susan Mogensen (Susie Giordano) and Tally Liu, are “independent directors” under the applicable rules and regulations of the SEC and the listing requirements and rules of The Nasdaq Stock Market.

Executive Sessions

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If you wish to send any communications to the Board, you may use one of the following methods:

SMCI | 2024 Form 10-K | 130

• Write to the Board at the following address:

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Super Micro Computer, Inc.

c/o Deputy General Counsel

c/o General Counsel

980 Rock Avenue

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Communications that are intended specifically for the independent directors or non-management directors should be sent to the e-mail address or street address noted above, to the attention of the “Independent Directors”.

SMCI | 2025 Form 10-K | 130

MEETINGS AND COMMITTEES OF THE BOARD

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We encourage, but do not require, each Board member to attend our annual meeting of stockholders.

We held an annual meeting of stockholders on January 22, 2024, for our fiscal year 2023.

The Board held 14 meetings during fiscal year 2024, four of which were regularly scheduled meetings and 10 of which were special meetings.

We held an annual meeting of stockholders on June 4, 2025, for our fiscal year 2024.

The Board held 26 meetings during fiscal year 2025, 4 of which were regularly scheduled meetings and 22 of which were special meetings.

All directors attended at least 75% of the meetings of the Board and the committees on which they served during the time they were members of the Board or such committees during fiscal year 2025.

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In December 2023, Mr.

Tally Liu was appointed as lead independent director for a one-year term, which has since expired, and he was re-appointed in January 2025 for another one-year term, expiring in January 2026.

Tally Liu was appointed as lead independent director for a one-year term, which has since expired.

Liu was re-appointed in January 2025 for another one-year term, expiring in January 2026.

Board Role in the Oversight of Risk

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The charter for each committee is available at https://ir.supermicro.com/governance/governance-documents/default.aspx .

In October 2023, each of the three standing committees conducted their periodic review of their charters.

In April 2025, each of the three standing committees conducted their periodic review of their charters.

A description of the charters is set forth below.

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The following table sets forth the current members of each of the standing Board committees.

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Audit Committee Compensation Committee Governance Committee

Tally Liu (1)

Sherman Tuan (1)

Daniel Fairfax Robert Blair

Daniel Fairfax

Tally Liu Sherman Tuan

Susan Mogensen (Susie Giordano) (1)

Robert Blair Sherman Tuan Robert Blair

Scott Angel Tally Liu Sherman Tuan

(1) Committee Chairperson

Audit Committee

The Audit Committee has four members currently.

The Audit Committee met 18 times in fiscal year 2024, four of which were regularly scheduled meetings and 14 of which were special meetings.

The Audit Committee has three members currently.

The Audit Committee met 70 times in fiscal year 2025, 4 of which were regularly scheduled meetings and 66 of which were special meetings.

The Board has determined that each member of our Audit Committee meets the requirements for independence under the applicable listing requirements of The Nasdaq Stock Market (including Rule 5605(c)(2)(A)) and the rules of the SEC (including Rule 10A-3 promulgated under the Exchange Act).

The Board has also determined that Messrs.

Liu, Blair, and Fairfax are “audit committee financial experts” as defined in Item 407 of Regulation S-K promulgated by the SEC.

Liu, Blair, and Angel are “audit committee financial experts” as defined in Item 407 of Regulation S-K promulgated by the SEC.

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As outlined more specifically in the Audit Committee charter, the Audit Committee has, among other duties, the following responsibilities:

• Appoints, retains, and approves the compensation of our independent auditors, and reviews and evaluates the auditors’ qualifications, independence and performance;

• Review and discuss with our independent auditors their responsibilities, audit strategy, scope and timing, identified risks, and audit results;

• Oversees the independent auditors’ audit work and reviews and pre-approves all audit and non-audit services that may be performed by them;

• Reviews and discusses with the independent auditors any audit problems, or difficulties and management’s response to them, and all matters that the Public Company Accounting Oversight Board and the SEC require to be discussed with the committee;

• Reviews and discusses with management press releases regarding our financial results, as well as financial information and earnings guidance provided to securities analysts and rating agencies;

• Reviews and approves the planned scope of our annual audit;

• Monitors the rotation of partners of the independent auditors on their engagement team as required by law;

• Reviews our financial statements and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements;

• Reviews our critical accounting policies and estimates;

• Oversees the adequacy of our financial controls;

• Periodically reviews and discusses with management and the independent auditors our disclosure controls and procedures and our internal control over financial reporting;

• Reviews, discusses and approves the internal audit function’s (i) internal audit plan, (ii) all major changes to the internal audit plan, (iii) the scope, progress and results of executing the internal audit plan, and (iv) the annual performance of the internal audit function;

• Reviews, approves and oversees all related party transactions;

• Review and discuss with management press releases on financial results and financial information or earnings guidance shared with analysts and rating agencies;

• Review with management and our independent auditor significant judgments in preparing the financial statements and each party’s views on their appropriateness;

• Review, discuss, and approve the internal audit department’s plan, major changes to the plan, scope, progress and results of executing the plan, and annual performance;

• Periodically review and discuss with management and our independent auditors our disclosure controls and internal controls over financial reporting;

• Reviews, approves and oversees all related party transactions in accordance with our related party transaction policies and procedures;

• Establishes and oversees procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our Code of Business Conduct and Ethics;

• Initiates investigations and hires legal, accounting and other outside advisors or experts to assist the Audit Committee, as it deems necessary to fulfill its duties;

• Periodically reviews and discusses with management our major financial risk exposures and steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies;

• Reviews and evaluates, at least annually, the adequacy of the Audit Committee charter and recommends any proposed changes to the Board for approval;

• Periodically performs an evaluation of the Audit Committee’s performance of its duties.

• Periodically reviews and discusses with management our major financial risk exposures, including cybersecurity events and steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies;

• Prepares the audit committee report for inclusion in our annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC.

The Audit Committee may delegate its responsibilities, along with the authority to take action in relation to such responsibilities, to subcommittees comprised of one or more Audit Committee members, subject to requirements of our bylaws, applicable laws and regulations.

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Compensation Committee

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The Compensation Committee charter provides that the Compensation Committee shall be comprised of no fewer than two members.

The Compensation Committee met 16 times in fiscal year 2024, four of which were regularly scheduled meetings and 12 of which were special meetings.

The Compensation Committee met 14 times in fiscal year 2025, 4 of which were regularly scheduled meetings and 10 of which were special meetings.

The Compensation Committee is comprised solely of non-employee directors.

The Board has determined that each member of our Compensation Committee meets the requirements for independence under the applicable listing requirements of The Nasdaq Stock Market.

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As outlined more specifically in the Compensation Committee charter, the Compensation Committee has, among other duties, the following responsibilities:

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• Reviews and approves corporate goals and objectives relevant to compensation of the Chief Executive Officer and other executive officers;

• Evaluates the performance of the Chief Executive Officer and other executive officers in light of those goals and objectives, including generally against the overall performance of executive officers at comparable companies, all while taking into account our risk management policies and practices, and any other factors the Compensation Committee deems appropriate;

• Reviews and approves the compensation of the Chief Executive Officer and other executive officers and other key employees;

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• Administers the issuance of restricted stock grants, stock options and other equity awards to executive officers, directors and other eligible individuals under our equity compensation plans, provided that the Compensation Committee may delegate the approval of grants of options and other equity awards to participants other than certain individuals subject to Section 16 of the Exchange Act as provided in the applicable plan;

• Prepares an annual report on executive compensation, including a Compensation Discussion and Analysis, for inclusion in our annual report on Form 10-K or proxy statement for the annual meeting of stockholders, in accordance with applicable rules and regulations of the SEC;

• Reviews and evaluates, at least annually, the adequacy of the Compensation Committee charter and recommends any proposed changes to the Board for approval;

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Governance Committee

The Governance Committee has two members currently.

The Governance Committee has three members currently.

The Governance Committee charter provides that the Governance Committee shall be comprised of no fewer than two members.

The Governance Committee met seven times in fiscal year 2024, four of which were regularly scheduled meetings and three of which were special meetings.

The Governance Committee met 9 times in fiscal year 2025, 4 of which were regularly scheduled meetings and 5 of which were special meetings.

The Governance Committee is comprised solely of non-employee directors.

The Board has determined that each member of our Governance Committee meets the requirements for independence under the applicable listing requirements of The Nasdaq Stock Market.

As outlined more specifically in the Governance Committee charter, the Governance Committee has, among other duties, the following responsibilities:

• Reviews and makes recommendations to the Board regarding the size of the Board;

• Identifies individuals qualified to become directors;

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As outlined more specifically in the Governance Committee charter, the Governance Committee has, among other duties, the following responsibilities:

• Review and make recommendations to the Board regarding the size of the Board and member criteria based on current Board needs, focusing on skills, experience, ethics, diversity, and time availability;

actively seek qualified candidates:

• Evaluates and selects, or recommends to the Board, director nominees for each election of directors;

• Develops and recommends to the Board criteria any other factors that the Governance Committee deems relevant, including those that promote diversity, for selecting qualified director candidates in the context of the current make-up of the Board;

• Considers any nominations of director candidates validly made by our stockholders;

• Conducts an annual evaluation of director independence that considers applicable Nasdaq rules, applicable law and our Corporate Governance Guidelines to enable the Board to make a determination of each director’s independence;

• Reviews committee structures and compositions and recommends to the Board concerning qualifications, appointment and removal of committee members;

• Develops, recommends for approval by the Board and reviews on an ongoing basis the adequacy of the corporate governance principles applicable to us;

• Reviews, on a periodic basis, the adequacy of our Corporate Governance Guidelines and recommends any proposed changes to the Board;

• Oversees compliance with our Corporate Governance Guidelines and reports on such compliance to the Board;

• Assists the Board in the evaluation of the Board and each committee;

• Periodically reviews succession planning for executive officers;

• Oversees compliance with our Corporate Governance Guidelines and reports on such compliance to the Board;

• Assists the Board in the development of criteria for the evaluation of the Board and each committee and assists the Board in its evaluation of the performance of the Board and each committee of the Board;

• Periodically assesses, reports, and provides guidance to management and the full Board on our practices with respect to environmental, social and corporate governance issues, including monitoring climate-related issues, and reviews environmental sustainability performance reports;

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Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us and certain written representations provided to us, we believe that during fiscal year 2024, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements.

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us and certain written representations provided to us, we believe that during fiscal year 2025, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except for one Form 3 was filed late on behalf of Kenneth Cheung due to an inadvertent administrative error.

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(1) The chart presents the percentage compensation by compensation component received by the three non-CEO named executive officers together (aggregate compensation) as a group, as well as the split between cash and equity compensation for all such persons received in the aggregate as a group.

No equivalent chart is presented for CEO compensation because, for all of fiscal year 2024, and continuing for up to about the next five years, almost all of Mr.

Liang’s compensation has been, and is expected to be, based only upon his ability to earn the 2021 CEO Performance Award (which vested in its entirety during fiscal year 2024) and the 2023 CEO Performance Award (which was issued during fiscal year 2024), all as further described below.

No equivalent chart is presented for CEO compensation because, for all of fiscal year 2025, and continuing for up to about the next four years, almost all of Mr.

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Compensation Philosophy and Objectives—Continuing Improvement of Performance-Based Compensation Arrangements

Our executive compensation philosophy is to link a significant portion of NEO compensation to corporate performance using components such as PRSUs and stock options and reduce our reliance on fixed compensation such as Base Salary, fixed bonus component payable in semi-monthly installments in the form of cash and based upon a percentage of Base Salary (“Fixed Bonus”), and regularly refreshed stock grants with only time-based vesting.

During fiscal year 2024, such efforts (which began in the fiscal year ended June 30, 2021, or fiscal year 2021) continued.

For our CEO, as described further below, a new performance-based option was awarded in anticipation of the full vesting of his existing performance-based option, and such existing performance-based option did in fact fully vest during the course of fiscal year 2024.

With respect to our NEOs besides our CEO (the “Other NEOs”), our efforts also included placing an additional NEO, Mr.

George Kao, on a performance-based plan with defined performance metrics (“key performance indicators” or “KPIs”) similar to the plans which had been provided to each of Mr.

Weigand and Mr.

Clegg since fiscal year 2022.

As a result, for fiscal year 2024, all our Other NEOs (Mr.

Clegg, and Mr.

Kao) each had a performance program (the “FY2024 Performance Program for Other NEOs”) as described further below.

Our efforts to link pay to performance also included continuing to re-evaluate and refine the KPIs and their weightings utilized in the FY2024 Performance Program for Other NEOs from those utilized for the prior fiscal year in order to more closely align link compensation and corporate performance for each Other NEO under his program.

Each FY2024 Performance Program for Other NEOs was adopted by our Compensation Committee in January 2024.

See “FY2024 Performance Program for Other NEOs” below for more specific information about the design and operation of this incentive compensation program for each of Messrs.

Weigand, Clegg and Kao for fiscal year 2024.

With respect to our CEO, Mr.

Liang, fiscal year 2024 was the third year of evaluating and monitoring the results of performance-based compensation arrangements made with Mr.

Liang in fiscal year 2021 (the “2021 CEO Performance Award”).

Since the adoption of the FY2021 CEO Performance Award, Mr.

Our executive compensation philosophy is to link a significant portion of NEO compensation to corporate performance using components such as PRSUs and stock options and reduce our reliance on fixed compensation such as Base Salary, fixed bonus (“Fixed Bonus”), and stock grants with only time-based vesting.

During fiscal year 2025, such efforts (which began in the fiscal year ended June 30, 2021 (“fiscal year 2021”) continued.

For our CEO, his salary remained at $1.00 per year, and he was not granted any additional equity awards.

His compensation consisted primarily of the opportunity to earn additional tranches of the performance-based option granted to him during fiscal 2024.

With respect to our NEOs besides our CEO (the “Other NEOs”), we again implemented performance-based plan with defined performance metrics (“key performance indicators” or “KPIs”) similar to the plans which we utilized for prior fiscal years.

As a result, for fiscal year 2025, our Other NEOs each had a performance program (the “FY2025 Performance Program for Other NEOs”) as described further below.

The KPI measures for the performance programs for our Other NEOs for fiscal year 2024 were originally approved by the Compensation Committee in January 2024, and these same measures were retained for fiscal year 2025.

See “FY2025 Performance Program for Other NEOs” below for more specific information about the design and operation of the FY2025 Performance Program for Ohers NEOs.

With respect to our Chief Executive Officer, Mr.

Liang, fiscal year 2025 was the second year of evaluating and monitoring the results of performance-based compensation arrangements made with Mr.

Liang in November 2023, during fiscal year 2024 (the “2023 CEO Performance Award”).

Since March 2021, when he was granted a performance-based option (the “2021 CEO Performance Award”), Mr.

Liang’s compensation has been almost completely performance-based.

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As described further below, the 2021 CEO Performance Award permits Mr.

Liang to purchase 10,000,000 shares of our common stock at an exercise price of $4.50 per share (which price was 32% higher than the market price of our common stock on the date of the award ($3.41)), and is comprised of five tranches vesting only if the market price of our common stock reached various prices (ranging from $4.50 to $12.00 per share) and we achieved certain specified revenue goals.

At the beginning of fiscal year 2024, four of the five tranches under Mr.

Liang’s FY2021 CEO Performance Award (amounting to 8,000,000 of the 10,000,000 shares subject to the option) had already vested.

Only the final tranche of such award, consisting of the remaining 2,000,000 of the original 10,000,000 shares subject to the option under the 2021 CEO Performance Award, remained unearned.

Furthermore, one of the two performance goals necessary for the vesting of such final tranche (specifically, the stock price goal of $12.00 per share) had also already been achieved during fiscal year 2023.

The only remaining goal under the 2021 CEO Performance Award to be achieved at the commencement of fiscal year 2024 was the fifth and final revenue goal of $8.0 billion in annualized revenue.

During the course of fiscal year 2024, such fifth and final revenue goal of $8.0 billion in annualized revenue was achieved following the end of the second quarter of fiscal year 2024, resulting in the vesting of the remaining 2,000,000 shares subject to the option under the 2021 CEO Performance Award.

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Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr.

After consideration, the Compensation Committee believed that, given the increase in stockholder value following the issuance of the 2021 CEO Performance Award, it was in the best interests of the Company and its stockholders to grant to Mr.

Liang a new long-term performance-based option award (the “2023 CEO Performance Award”) very similar in structure to the 2021 CEO Performance Award, but with different quantitative goals.

Liang to purchase 10,000,000 shares of our common stock at an exercise price of $4.50 per share (which price was 32% higher than the market price of our common stock on the date of the award ($3.41)), and is comprised of five tranches that vested only if the market price of our common stock reached various prices (ranging from $4.50 to $12.00 per share) and we achieved certain specified revenue goals.

At the beginning of fiscal year 2025, all five tranches under 2021 CEO Performance Award had already vested.

As of June 30, 2025, Mr.

Liang had not exercised any portion of the 2021 CEO Performance Award.

The 2023 CEO Performance Award permits Mr.

Liang to purchase up to 5,000,000 shares of our common stock at an exercise price of $45.00 per share (which price represented a premium of approximately 53% to the closing stock price reported on NASDAQ on the date of grant), and is comprised of five tranches that vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $110.00 per share) and the Company achieves certain specified revenue goals (ranging from $13 billion to $21 billion in annualized revenue).

The 2023 CEO Performance Award was granted to Mr.

Liang in November 2023.

Liang to purchase up to 5,000,000 shares of our common stock at an exercise price of $45.00 per share (which price represented a premium of approximately 53% to the closing stock price on the date of grant), and is comprised of five tranches that vest only if the market price of our common stock reaches various prices (ranging from $45.00 to $110.00 per share) and we achieve certain specified revenue goals (ranging from $13.0 billion to $21.0 billion in revenue over four consecutive fiscal quarters).

See “Discussion and Analysis of 2023 CEO Performance Award” for additional discussion with respect to the 2023 CEO Performance Award and the achievement of the various goals thereunder.

In connection with the 2023 CEO Performance Award, it was agreed that Mr.

Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

Previously, such restriction period ran through just June 30, 2026.

In connection with the 2023 CEO Performance Award, Mr.

Liang agreed that he would continue to receive only a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

Under the 2021 CEO Performance Award, such restriction period ran through just June 30, 2026.

Similar to the 2021 CEO Performance Award, Mr.

Liang must also remain as the Company’s CEO (or such other position with the Company as Mr.

Liang must also remain as our CEO (or such other position with us as Mr.

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

Liang’s active leadership of the Company over the long term.

In summary, since the latter part of fiscal year 2021 and for each of fiscal years 2022, 2023 and 2024 almost all of Mr.

Liang’s compensation has been based only upon achieving the revenue goals and common stock price targets under his 2021 CEO Performance Award or his 2023 CEO Performance Award.

To fully achieve the performance goals of the 2023 CEO Performance Award, our revenue must continue to increase to $21 billion over a rolling four-quarter period (from $7.1 billion for fiscal year 2023, which was the last full fiscal year before the award).

Based upon the 60-trading-day average stock price of our common stock since the issuance of the 2023 CEO Performance Award, four of the five stock price goals under the 2023 CEO Performance Award (specifically, goals of $45, $60, $75, and $90 per share were achieved during fiscal year 2024), and only the stock price goal of $110 per share remains to be achieved.

As of the end of fiscal year 2024, none of the revenue goals under the 2023 CEO Performance Award had been certified by the Compensation Committee as having been achieved, so none of the tranches under the 2023 CEO Performance Award have been earned.

However, based upon revenues for the prior four quarters as of June 30, 2024 of $14.9 billion reflected in the financial statements attached to this Annual Report, the $13.0 billion revenue goals has been achieved.

The Company expects the Compensation Committee will certify the achievement of each of this revenue goal, and the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option) will occur, shortly after the filing of this Annual Report.

Fiscal Year 2024 Business Performance Highlights

The following are highlights of our performance for fiscal year 2024.

When given, comparisons are between fiscal year 2024 and fiscal year 2023 results.

• Revenue was $14,989.3 million, up 110.4%;

• Gross margin was 13.8%, down from 18.0%;

• Net income was $1,152.7 million, an improvement of 80.1%;

• Diluted net income per common share was $1.92, up 68.4%;

• During fiscal year 2024 and the period from July 1, 2023 to June 30, 2024, our stock price reached a high of $118.81 per share on March 13, 2024.

Liang’s active leadership of us over the long term.

In summary, since fiscal year 2021 and for each of fiscal years 2022, 2023, 2024, and 2025 almost all of Mr.

Liang’s compensation has been based only upon achieving the revenue goals and common stock price targets under his 2021 CEO Performance Award and his 2023 CEO Performance Award.

To fully achieve the performance goals of the 2023 CEO Performance Award, our revenue had to increase to $21.0 billion over a rolling four-quarter period (from $7.1 billion for fiscal year 2023, which was the last full fiscal year before the award).

The $21.0 billion revenue goal was achieved in the third quarter of fiscal year 2025, and was certified by the Compensation Committee as achieved on August 26, 2025.

Based upon the sixty-trading-day average stock price of our common stock since the issuance of the 2023 CEO Performance Award, four of the five stock price goals under the 2023 CEO Performance Award (specifically, goals of $45, $60, $75, and $90 per share) were achieved during fiscal year 2024, and only the stock price goal of $110 per share remains to be achieved.

As of the end of fiscal year 2025, all five revenue goals under the 2023 CEO Performance Award had been achieved.

The fifth stock price goal has not been achieved, so even though the fifth revenue goal of $21.0 billion has been achieved, the fifth tranche of the 2023 CEO Performance Award has vested, with the result that 4,000,000 of the 5,000,000 shares subject to the 2023 CEO Performance Award have vested.

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Process Overview

The Compensation Committee of the Board discharges the Board’s responsibilities relating to compensation of all of our executive officers.

At the end of fiscal year 2024, the Compensation Committee was comprised of two non-employee directors, although during the period from July 1, 2023 through March 11, 2024, the Compensation Committee was comprised of three non-employee directors until the resignation of Mr.

Shiu-Leung (Fred) Chan as a director on such date.

All of the directors who served on the Compensation Committee during fiscal year 2024 were independent pursuant to the applicable listing rules of NASDAQ and non-employee directors for purposes of Rule 16b-3 under the Exchange Act.

The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of our Chief Financial Officer and Deputy General Counsel.

Committee meetings are regularly attended by our Chief Financial Officer and our Deputy General Counsel.

The Compensation Committee discharges the Board’s responsibilities relating to compensation of all of our executive officers.

At the end of fiscal year 2025, the Compensation Committee was comprised of three non-employee directors.

All of the directors who served on the Compensation Committee during fiscal year 2025 were independent pursuant to the applicable listing rules of Nasdaq.

The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of our Chief Financial Officer and General Counsel.

Committee meetings are regularly attended by our Chief Financial Officer and our General Counsel.

However, during the meetings, our Chief Financial Officer does not participate in the consideration of his own performance or compensation, although he may provide an introduction of the topic to be considered to the Compensation Committee.

Because he is not a named executive officer, the Compensation Committee does not consider the performance or compensation of our Deputy General Counsel.

Our Chief Financial Officer and Deputy General Counsel support the Compensation Committee in its work by providing information relating to our financial plans and certain personnel-related data.

Because he is not a named executive officer, the Compensation Committee does not consider the performance or compensation of our General Counsel.

Our Chief Financial Officer and General Counsel support the Compensation Committee by providing information relating to our financial plans and certain personnel-related data.

In addition, the Compensation Committee has the authority under its charter to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.

As part of making an overall assessment of each named executive officer’s role and performance, and structuring our compensation programs for fiscal year 2024, the Compensation Committee (among other things) (1) reviewed recommendations of our Chief Executive Officer, (2) considered publicly available peer group compensation data, and (3) considered compensation data assembled for the Compensation Committee by Aon from a sample of public companies selected by us, with input on the selection of this sample from Aon.

As part of making an overall assessment of each named executive officer’s role and performance, and structuring our compensation programs for fiscal year 2025, the Compensation Committee (among other things) (1) reviewed recommendations of our Chief Executive Officer, (2) considered publicly available peer group compensation data, and (3) considered compensation data assembled for the Compensation Committee by Aon from a sample of public companies selected by us, with input on the selection of this sample from Aon Consulting Group, Inc.

For fiscal year 2025, the peer group selected consisted of the following 22 companies (the “FY2025 Peer Group”):

Akamai Technologies

ON Semiconductor

Seagate Technology

CDW Corporation

Microchip Technology

Micron Technology

Electronic Arts Inc.

Hewlett Packard Enterprise Company

ON Semiconductor Corporation

Sanmina Corporation

Seagate Technology Holdings plc

Juniper Networks

Teledyne Technology

TE Connectivity

Keysight Technologies

Marvell Technology

Microchip Technology

Zebra Technologies

Teledyne Technologies

KLA Corporation

Western Digital Corporation

Marvell Technology, Inc.

Workday, Inc.

The prior peer group, which was developed for fiscal year 2024 (the “FY2024 Peer Group”), consisted of 18 companies.

Companies selected for each of the FY2024 Peer Group and the FY2022 Peer Group include five companies:

Ciena, F5, Juniper Networks, NetApp, and Pure Storage.

Companies selected for both of FY2025 Peer Group and the FY2024 Peer Group include 9 companies:

ON Semiconductor Corporation, Juniper Networks, Keysight Technologies, Marvell Technology, Microchip Technology, NetApp, Inc, Seagate Technology Holdings plc, Toast, Inc, and Teledyne Technologies.

Companies added to the FY2025 Peer Group which were not in the FY2024 Peer Group include 13 companies:

Akamai Technologies, Gen Digital, Keysight Technologies, Marvell Technology, Microchip Technology, ON Semiconductor, Seagate Technology, Splunk, Teledyne Technology, Toast, Trimble, Twillion, and Zebra Technologies.

Companies which are not included in the FY2024 Peer Group but which were in the FY2022 Peer Group include 11 companies:

Benchmark Electronics, Inc., Diebold Nixdorf, Inc., Extreme Networks, Inc.

Infinera Corporation, Lumentum Holdings Inc., NETGEAR, Inc., Plexus Corp., Teradata Corporation, TTM Technologies, Inc., Viasat, Inc., and Vishay Intertechnology, Inc.

CDW Corporation, Corning Inc., Electronic Arts Inc., Hewlett Packard Enterprise Company, HP Inc., Jabil Inc., KLA Corporation, Lam Research, Micron Technology, Sanmina Corporation, TE Connectivity, Workday, Inc., and Western Digital Corporation.

Companies which are not included in the FY2025 Peer Group but which were in the FY2024 include 9 companies:

Akamai Technologies, Ciena, F5, Gen Digital, Pure Storage, Splunk, Trimble, Twillio, and Zebra Technologies.

Factors utilized by the Compensation Committee in evaluating peer companies for the FY2025 Peer Group generally included consideration of their prior fiscal year number of employees (the “Employee Data”);

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and recent total shareholder return metrics on both a 1 year basis and 3 year compounded annual growth rate basis (the “TSR Data”).

The Compensation Committee believed that due to significant changes and growth of the Company between fiscal year 2022 and fiscal year 2024 in each of the relevant factors of Employee Data, Financial Data, Market Data, and TSR Data, a significant change in peer group composition between fiscal year 2022 and fiscal year 2024 (as well as an increase in the size of the peer group utilized) were necessary, appropriate, and warranted.

The Compensation Committee believed that due to significant changes and our growth between fiscal year 2024 and fiscal year 2025 in each of the relevant factors of Employee Data, Financial Data, Market Data, and TSR Data, a significant change in peer group composition between fiscal year 2024 and fiscal year 2025 (as well as an increase in the size of the peer group utilized) was necessary, appropriate, and warranted.

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The Compensation Committee utilized for fiscal year 2024 the independent consultant report developed in July 2023.

The Compensation Committee utilized for fiscal year 2025 a report prepared by Aon in February 2025, and a similar report prepared by Aon during fiscal year 2024.

Recognizing that over-reliance on external comparisons can be of concern, the Compensation Committee used external comparisons as only one point of reference and was mindful of the value and limitations of comparative data.

Before receiving Aon’s information and assistance in fiscal year 2024, the Compensation Committee assessed the independence of Aon in the light of all relevant factors, including additional services and other factors required by the SEC, that could give rise to a potential conflict of interest with respect to Aon.

In connection with this review and assessment, and based on an independence letter provided by Aon in June 2023, the Compensation Committee noted that Aon had provided commercial risk insurance brokerage services to us for fiscal year 2022, for a fee of approximately $358,000.

Aon’s fees charged to us for director and executive compensation services to us for fiscal year 2024 were approximately $102,000.

The Compensation Committee considered such additionally provided services when evaluating Radford’s independence and potential conflicts of interest raised by Aon’s work and indicated it would take such services and fees under advisement in connection with its overall consideration of the advice provided by Radford with respect to executive officer compensation.

However, the Compensation Committee did not identify any conflicts of interest raised by the work performed by Radford for fiscal year 2024.

For fiscal year 2024, the decision to engage Aon for these other services was made by management, and the Compensation Committee did not approve such other services provided by Aon.

The Compensation Committee noted that Aon had provided director and executive compensation services to us for fiscal year 2025 for fees of approximately $131,000.

Key Fiscal Year 2025 Executive Compensation Decisions and Actions

Key fiscal year 2025 executive compensation decisions and actions included the following:

• As a part of its philosophy to link compensation to corporate performance, the Compensation Committee adopted the FY2024 Performance Program for Other NEOs in January 2024, which program included each of the Company’s three Other NEOs (Mr.

David Weigand, Mr.

Don Clegg, and Mr.

The prior year’s FY2023 Performance Program for Other NEOs was comparable but had only included plans for two of the three Other NEOs (Mr.

David Weigand and Mr.

• Similar to the structure of such performance program for the participating Other NEOs utilized in the prior fiscal year, the FY2024 Performance Program for Other NEOs utilized Base Salary and Fixed Bonus components, as well as a performance-based annual incentive award, which is payable in the form of service-based restricted stock units (“RSUs”) that generally vest over a period of four years and cash.

• As a part of its philosophy to link compensation to corporate performance, on January 23, 2024, after consultations with our CEO and consideration of such other factors as the Compensation Committee considered appropriate (including input received from the Compensation Committee’s compensation consultant and an executive compensation study described above), the Compensation Committee approved an executive compensation program for fiscal year 2024 for our three Other NEOs -- Mr.

Weigand (the “CFO Compensation Program”), Mr.

Clegg (the “SVP Sales Compensation Program”), and Mr.

Kao (the “SVP Operations Compensation Program”).

During fiscal year 2025, the Compensation Committee reviewed the fiscal year 2024 program, determined no changes were necessary to the program for fiscal year 2025, and therefore retained that program as the FY2025 Performance Program for Other NEOs.

• Similar to the structure of such performance program for the participating Other NEOs utilized in the prior fiscal year, the FY2025 Performance Program for Other NEOs utilized Base Salary and Fixed Bonus components, as well as a performance-based annual incentive award, which is payable in the form of service-based RSUs that generally vest over a period of four years and cash.

The performance-based annual incentive award continues to have each of the following features:

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See “FY2025 Performance Program for Other NEOs” below for more information.

• As a part of continued efforts to evolve the approach to NEO compensation and to further improve the linkage of compensation to corporate performance for the Other NEOs, the Compensation Committee carefully re-evaluated the KPIs utilized under the performance-based portion of the FY2024 Performance Program for Other NEOs and the fixed bonus component of the FY2024 Performance Program for Other NEOs:

◦ Under such program, the Compensation Committee determined, in addition to utilizing the same two KPIs for fiscal year 2024 as were utilized in fiscal year 2023 for Mr.

Weigand (a Stock Price Increase KPI and a Long-Term Investor Increase KPI), to add a third KPI for Mr.

Weigand (a Worldwide Revenue Growth KPI).

The Compensation Committee believed such updated KPIs reflected the most relevant factors to measure the CFO’s performance in a manner that aligns with stockholder value and stockholder interests.

The double weighting of 2x given to the two KPIs carried over from the prior fiscal year were unchanged between fiscal year 2023 and fiscal year 2024, and a single weighting of 1x was given to the third new Worldwide Revenue Growth KPI added for Mr.

Weigand for fiscal year 2024.

See “- FY2024 Performance Program for Other NEOs – Performance Incentive Award” below for more information.

SMCI | 2024 Form 10-K | 139

• The FY2025 Performance Program for Other NEOs included the following elements:

Weigand, the three KPIs included in his program were a stock price increase KPI, a long-term investor increase KPI and a worldwide revenue growth KPI.

The first two of these three KPIs were given double weight;

the third KPI was given single weight.

These weightings are consistent with the weightings for Mr.

Weigand’s program for fiscal year 2024.

In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr.

Weigand at 30% of his Base Salary for fiscal year 2024.

See “- FY2024 Performance Program for Other NEOs – Fixed bonus component” below for more information.

◦ Under such program, the Compensation Committee determined to utilize, in addition to the same three KPIs for fiscal year 2024 as were utilized in fiscal year 2023 for Mr.

Clegg (a Worldwide Revenue Growth KPI, Top 3000 Customer Growth KPI and Slow Moving & Excess and Obsolete Inventory KPI (the “Inventory KPI”)), two additional new KPIs for Mr.

Clegg (a Top 300 Customer Growth KPI and Stock Price Increase KPI).

The Compensation Committee believed adding the new Top 300 Customer Growth KPI was an appropriate objective for a Senior Vice President of Worldwide Sales, since it focused him on additionally targeting larger customers, which is one of the Company’s key approaches to achieve rapid revenue growth, particularly with the emergence of new market opportunities (such as AI).

In addition, the Compensation Committee believed adding the Stock Price Increase KPI for Mr.

Clegg further aligned him with stockholder value and stockholder interests.

In addition, the Compensation Committee also determined for fiscal year 2024 to adjust the weightings of certain of the KPIs selected for Mr.

For example, while the Top 3000 Customer Growth KPI remained double weighted at 2x in Mr.

Clegg’s program for fiscal year 2024 (similar to fiscal year 2023), the weightings of the two other KPIs carried over from fiscal year 2023 were increased.

For the carry-over Worldwide Revenue Growth KPI, the weighting was increased from being triple weighted in fiscal year 2023 to being quadruple weighted in fiscal year 2024.

For the carry-over Inventory KPI, the weighting was also increased from being double weighted in fiscal year 2023 to being quadruple weighted in fiscal year 2024.

The increase in weightings was implemented to reflect the attention and focus the Compensation Committee wanted Mr.

Clegg to give to these objectives in fiscal year 2024.

Each of the new Top 300 Customer Growth KPI and Stock Price Increase KPI for Mr.

Clegg for fiscal year 2024 are single weighted at 1x.

See “- FY2024 Performance Program for Other NEOs – Performance Incentive Award” below for more information.

Weigand at 30% of his Base Salary for fiscal year 2025 (at the annual rate in place at the start of fiscal year 2025).

Clegg, five KPIs were included in his program, with varying weights as follows:

Worldwide Revenue Growth (4x weighting), Top 3,000 Customer Growth (2x weighting), Inventory (4x weighting), Top 300 Customer Growth (1x weighting) and Stock Price Increase (1x weighting).

These KPIs, and their relative weightings, were consistent with the KPIs and weighting in Mr.

Clegg’s 2024 program.

In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr.

Clegg at 20% of his Base Salary for fiscal year 2024.

See “- FY2024 Performance Program for Other NEOs – Fixed bonus component” below for more information.

• As indicated above, fiscal year 2024 was the first year that Mr.

George Kao, our Senior Vice President of Operations, was included in a performance program similar to the programs for the other two Other NEOs (Mr.

David Weigand and Mr.

Under such program for Mr.

Kao, the Compensation Committee determined to utilize two KPIs (a Worldwide Revenue Growth KPI and a Stock Price Increase KPI).

The Compensation Committee selected such KPIs given the prior practice of utilizing such KPIs in the programs of Other NEOs in prior years (since this was the first year Mr.

Kao was participating);

and the Compensation Committee intends to re-evaluate such KPIs in future years based upon an assessment of the linkage of such KPIs to Mr.

Kao’s role in contributing to the results of such KPIs.

Similarly, given this was the first year Mr.

Kao is participating in such a performance program, the Compensation Committee determined to single weight each of such KPIs at 1x for fiscal year 2024.

In addition, because fiscal year 2024 was the first year that Mr.

Kao was included in such a performance program, the Compensation Committee decided to provide grant discretion to the CEO to set a Fixed Bonus component for Mr.

Kao within a range of 16% to 35% of his Base Salary for fiscal year 2024.

In exercising his discretion, the CEO set Mr.

Kao’s Fixed Bonus component at the lower end of the range at 16% of his Base Salary for fiscal year 2024 and plans to re-evaluate such level in future years.

See “- FY2024 Performance Program for Other NEOs – Fixed bonus component” below for more information.

• The prior year’s performance program for Other NEOs utilized a subjective Individual Performance Evaluation KPI, which was evaluated by the CEO.

For the FY2024 Performance Program for Other NEOs, the Compensation Committee re-characterized the Individual Performance Evaluation KPI as a compensation adjustment factor (the “Compensation Adjustment Factor”).

While the Compensation Adjustment Factor is (similar to fiscal year 2023) subjective and evaluated by the CEO, the intention is for the CEO to not only consider subjective performance of each of the individual executives for this factor, but also for the CEO to have discretion to consider other external criteria in determining the applicable result, including circumstances compared to expectations, and make adjustments accordingly either up or down.

The Compensation Committee has noted that in recent fiscal years, the Company’s

Clegg at 20% of his Base Salary for fiscal year 2025 (at the annual rate in place at the start of fiscal year 2025).

Kao, two KPIs were included in his program, each with equal weight:

Worldwide Revenue Growth and Stock Price Increase.

These KPIs, and their relative weightings, were consistent with the KPIs and weighting in Mr.

Kao’s 2024 program.

SMCI | 2025 Form 10-K | 138

performance has been highly volatile with respect to certain of the KPIs.

In addition, the Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr.

Kao at 16% of his Base Salary for fiscal year 2025 (at the annual rate in place at the start of fiscal year 2025).

• The prior year’s performance program for Other NEOs utilized a compensation adjustment factor (the “Compensation Adjustment Factor”), and the Compensation Committee elected to retain this element for the fiscal year 2025 plans.

While the Compensation Adjustment Factor is subjective and evaluated by the CEO, the intention is for the CEO to not only consider subjective performance of each of the individual executives for this factor, but also for the CEO to have discretion to consider other external criteria in determining the applicable result, including circumstances compared to expectations, and make adjustments accordingly either up or down.

The Compensation Committee has noted that in recent fiscal years, our performance has been highly volatile with respect to certain of the KPIs.

on June 30, 2023 (the last day of fiscal year 2023), our closing stock price was $24.93;

on January 21, 2024, which was the date the Compensation Committee approved the FY2024 Performance Program for Other NEOs, our closing stock price was $45.74;

during the course of fiscal year 2024, our closing stock price reached a high of $118.80 on March 28, 2024;

and our closing stock price on June 28, 2024 (the last business day of fiscal year 2024) was $81.94.

The Compensation Committee believed that, in light of such volatility, the CEO should have discretion (on behalf of the Compensation Committee) to select a lower (or higher) result for this factor to manage overall compensation for the Other NEOs, rather than having such factor based solely upon individual performance evaluations.

As a result, this factor has been re-characterized as a Compensation Adjustment Factor.

on June 28, 2024 (the last trading day of fiscal year 2024), our closing stock price was $81.94;

and on June 30, 2025 (the last day of fiscal year 2025), our closing price was $49.01.

The Compensation Committee believes that, in light of such volatility, the CEO should have discretion (on behalf of the Compensation Committee) to select a lower (or higher) result for this factor to manage overall compensation for the Other NEOs, rather than having such factor based solely upon individual performance evaluations.

• Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2025 Performance Program for Other NEOs for fiscal year 2025:

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These RSUs, once granted, generally vest in annual installments over four years from July 1, 2025.

• Base salaries for the Other NEOs were also adjusted during fiscal year 2024 as a part of a perceived critical need to enhance retention value for key personnel, and were based in part upon:

◦ Analyses provided in the compensation study for fiscal year 2024 which indicated that base salaries for each of Mr.

Weigand and Mr.

Clegg (prior to the increases) were significantly below the 25 th percentile in the market.

The compensation study, which was prepared in July 2023, did not include Mr.

With the adjustments made during fiscal year 2024, the base salaries for each of Mr.

Weigand and Mr.

Clegg were generally only slightly below or at the 25 th percentile in the market according to such study;

◦ Consideration of the continued inflationary market conditions in fiscal year 2024.

• Fiscal year 2024 was the third full fiscal year in which the CEO operated under the 2021 CEO Performance Award, and related agreements, which was granted in March 2021.

During the preceding fiscal years 2022 and 2023, four of the five tranches under the 2021 CEO Performance Award (representing 8,000,000 shares subject to the option) were earned.

During fiscal year 2024, the Compensation Committee continued to closely monitor the Company’s performance and the CEO’s performance against not only the key metrics of the 2021 CEO Performance Award, but also the objectives of the 2021 CEO Performance Award, for alignment with stockholder value and stockholder interests.

During fiscal year 2024, the CEO received a Base Salary of only $1, no short-term cash bonus awards, and no time-based or performance-based equity awards.

• During fiscal year 2024, the fifth and final tranche under the 2021 CEO Performance Award (representing the final 2,000,000 shares subject to the option) was earned.

More specifically:

◦ The Company’s annualized revenue exceeded $8.0 billion (representing the fifth and final revenue goal under the 2021 CEO Performance Award) for the four quarters ended December 31, 2023.

The trailing 60-trading-

SMCI | 2024 Form 10-K | 141

day average of closing prices of the Company’s Common Stock had reached $12.00 (representing the fifth and final stock price goal under the 2021 CEO Performance Award) during the prior fiscal year on May 30, 2023.

Based upon the matching of the relevant revenue goal with the corresponding stock price goal, the Compensation Committee certified the vesting of the fifth and final 2,000,000 shares subject to the 2021 CEO Performance Award on February 12, 2024;

• Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr.

Liang a new long-term performance-based option award, which was the 2023 CEO Performance Award.

The 2023 CEO Performance award is very similar in structure to the 2021 CEO Performance Award, but with new and even more challenging revenue and stock price goals.

The 2023 CEO Performance Award was granted to Mr.

Liang in November 2023.

See “Discussion and Analysis of 2023 CEO Performance Award” for additional discussion with respect to the 2023 CEO Performance Award and the various goals thereunder.

In connection with the 2023 CEO Performance Award, it was agreed that Mr.

Liang would continue to receive a de minimis salary of $1 per annum (or such other non-waivable minimum wage requirement if deemed advisable) and no cash bonuses through the earlier of (1) the date all of the tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

Previously, such restriction period ran through just June 30, 2026.

Similar to the 2021 CEO Performance Award, Mr.

Liang must also remain as the Company’s CEO (or such other position with the Company as Mr.

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

Liang’s active leadership of the Company over the long term.

• During the course of fiscal year 2024, as discussed further below, four of the five stock price goals under the 2023 CEO Performance Award were achieved.

However, based upon revenues for the prior four quarters as of June 30, 2024 of $14,989.3 million reflected in the financial statements attached to this Annual Report, the $13.0 billion revenue goal had been achieved.

The Company believes the Compensation Committee will certify the achievement of the first revenue goal, and the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option) will occur shortly after the filing of this Annual Report.

The Compensation Committee will continue to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2023 CEO Performance Award.

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $45.00 (representing the first stock price goal under the 2023 CEO Performance Award) based upon the stock price from November 29, 2023 through February 26, 2024.

The Compensation Committee certified such achievement on March 2, 2024;

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $60.00 (representing the second stock price goal under the 2023 CEO Performance Award) based upon the stock price from December 15, 2023 through March 13, 2024.

The Compensation Committee certified such achievement on April 1, 2024;

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $75.00 (representing the third stock price goal under the 2023 CEO Performance Award) based upon the stock price from January 4, 2024 through April 1, 2024.

The Compensation Committee certified such achievement on April 1, 2024;

◦ The trailing 60-trading-day average of closing prices of the Company’s Common Stock reached $90.00 (representing the fourth stock price goal under the 2023 CEO Performance Award) based upon the stock price from January 31, 2024 through April 25, 2024.

The Compensation Committee certified such achievement on May 5, 2024.

SMCI | 2024 Form 10-K | 142

• Base salaries were also adjusted during fiscal year 2025, effective as of January 1, 2025 to enhance retention value for key personnel, including our Other NEOs and in recognition that base salaries for our Other NEOs likely remained at the lower end of the market, even after adjustments that were made during fiscal year 2024.

The Role of the Most Recent Stockholder Say-on-Pay Vote

The Compensation Committee, the entire Board, and our management value the opinions of our stockholders.

Feedback received from stockholders has previously included both a desire that a more significant portion of executive compensation be tied to performance based upon the achievement of pre-established goals, as well as a favorable view of the design and structure of the 2021 CEO Performance Award intended to increase stockholder value and align with the interests of stockholders.

For fiscal year 2024, the Compensation Committee continued to take such prior feedback into consideration when it developed, designed, and implemented each of the FY2024 Performance Program for Other NEOs (including the expansion of such program to all Other NEOs) and the 2023 CEO Performance Award.

Our last annual meeting of stockholders was held on January 22, 2024 (the “Fiscal Year 2023 Annual Meeting”), and we provided our stockholders the annual opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement for such meeting.

Feedback received from stockholders has previously included both a desire that a more significant portion of executive compensation be tied to performance based upon the achievement of pre-established goals, as well as a favorable view of the design and structure of both the 2021 CEO Performance Award and the 2023 CEO Performance Award.

For fiscal year 2025, the Compensation Committee continued to take such prior feedback into consideration when it developed, designed, and implemented each of the FY2025 Performance Program for Other NEOs.

Our last annual meeting of stockholders was held on June 4, 2025 (the “Fiscal Year 2024 Annual Meeting”), and we provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2024 as disclosed in the proxy statement for such meeting.

At the meeting, stockholders representing approximately 94.31% of the stock present and entitled to vote on this “say-on-pay” proposal approved the compensation of our named executive officers.

Although the say-on-pay vote was non-binding, the Compensation Committee expects to continue to consider the outcome of that vote when making future compensation decisions for our named executive officers.

Although the say-on-pay vote was non-binding, the Compensation Committee believes that the high level of approval is an indication that our stockholders generally support our approach to executive compensation, and the committee expects to continue to consider the outcome of that vote when making future compensation decisions for our named executive officers.

SMCI | 2025 Form 10-K | 139

Role of Executive Officers in the Compensation Process

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In particular, in fiscal year 2025, both our Chief Executive Officer and Chief Financial Officer provided the Compensation Committee with their views on the merits of a performance-based compensation program for Other NEOs, and the design of such program (including components thereof such as Base Salary, short-term cash incentives, equity incentives, and the KPIs utilized under the performance-based portion of such program).

The Compensation Committee believes the participation of such NEOs in the process which culminated in the adoption in fiscal year 2024 of the FY2024 Performance Program for Other NEOs, and the willingness of such Other NEOs to participate in the program, is evidence of the commitment of the Other NEOs to our Company and their confidence in our future.

In February 2025, our Chief Financial Officer provided the Compensation Committee with information about the Company’s performance against the objective metrics set forth in the FY2024 Performance Program for Other NEOs and the Chief Executive Officer provided the Compensation Committee with his subjective Compensation Adjustment Factor evaluation for the Other NEOs, which is part of the FY2024 Performance Program for Other NEOs.

During fiscal year 2025, our Chief Financial Officer provided the Compensation Committee with information about our performance against the objective metrics set forth in the FY2024 Performance Program for Other NEOs and the Chief Executive Officer provided the Compensation Committee with his subjective Compensation Adjustment Factor evaluation for the Other NEOs, which is part of the FY2024 Performance Program for Other NEOs.

This evaluation provided by the CEO included his views as to the impact of individual Other NEOs on strategic initiatives and organizational goals, as well as their functional expertise and leadership, while also factoring in extrinsic considerations (such as share price volatility during the fiscal year).

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Fiscal Year 2025 CEO Compensation

Fiscal year 2024 was the third full fiscal year in which the CEO’s compensation was governed by the 2021 CEO Performance Award and related agreements.

Fiscal year 2025 was the fourth full fiscal year in which the CEO’s compensation was governed by the 2021 CEO Performance Award and related agreements and the second fiscal year in which the 2023 CEO Performance Award also contributed to his compensation.

In connection with the grant of the 2021 CEO Performance Award, Mr.

Liang received a de minimis salary of $1 per year and no cash bonuses through June 30, 2026.

Liang also had to remain as the Company’s CEO (or such other position with the Company as Mr.

Liang also had to remain as our CEO (or such other position with us as Mr.

Liang and the Board may agree) at the time each goal was met in order for the corresponding tranche to vest.

This helped ensure Mr.

Liang’s active leadership of the Company over the long term.

SMCI | 2024 Form 10-K | 143

Liang’s active leadership of us over the long term.

This de minimis salary, with no cash bonuses, was extended in November 2023 in connection with the grant of the 2023 CEO Performance Award.

Discussion and Analysis of 2021 CEO Performance Award

On March 2, 2021, the Compensation Committee granted to our CEO, Mr.

Liang, the 2021 CEO Performance Award, which was a long-term performance-based option award to purchase up to 10,000,000 shares of the Company’s common stock that vested in five equal tranches.

Liang, the 2021 CEO Performance Award, which was a long-term performance-based option award to purchase up to 10,000,000 shares of our common stock that vested in five equal tranches.

Each of the five tranches vested if a specified revenue goal (each, a “Revenue Goal”) and a specified stock price goal (each, a “Stock Price Goal”) were achieved.

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As of June 30, 2025, all five of the Revenue Goals and Stock Price Goals have been achieved, and the 2021 CEO Performance Award has fully vested.

The following table sets forth the Revenue Goals, which have all been achieved as of June 30, 2024:

Liang has not exercised the 2021 CEO Performance Award for any shares issuable under the award.

SMCI | 2025 Form 10-K | 140

The following table sets forth the Revenue Goals, which were all achieved prior to the beginning of fiscal 2025:

Revenue Goals (1)

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Achievement Status

$4.0 billion 20% Achieved (3)

20% Achieved (3)

$4.8 billion 44% Achieved (4)

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$8.0 billion 140% Achieved (7)

(1) Revenue means the Company’s total revenues, as reported by the Company in its financial statements on Forms 10-Q and 10-K filed with the SEC (but without giving effect to any rounding used in reporting the amounts in Form 10-Q and Form 10-K), for the previous four consecutive fiscal quarters of the Company.

(2) Achieved prior to fiscal year 2024.

Revenue reported in the Company’s Form 10-K for the fiscal year ended June 30, 2020 was $3.34 billion.

(1) Revenue means our total revenues, as reported by us in our financial statements on Forms 10-Q and 10-K filed with the SEC (but without giving effect to any rounding used in reporting the amounts in Form 10-Q and Form 10-K), for the previous four consecutive fiscal quarters for us.

(2) Revenue reported in our Form 10-K for the fiscal year ended June 30, 2020 was $3.34 billion.

(3) Achieved prior to fiscal year 2024.

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Revenue reported for the four quarters ended December 31, 2023 was $9.3 billion.

The following table sets forth the Stock Price Goals, which have all been achieved as of June 30, 2024:

The following table sets forth the Stock Price Goals, which were achieved prior to the beginning of fiscal 2024:

Stock Price Goals (1)

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Discussion and Analysis of 2023 CEO Performance Award

As indicated above, given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Given the progression of achievement under the 2021 CEO Performance Award, and in order to continue to motivate and incentivize Mr.

Liang as our CEO, the Compensation Committee during the second quarter of fiscal year 2024 began consideration of another performance-based compensation arrangement for Mr.

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The 2023 CEO Performance Award granted to Mr.

Liang is a long-term performance-based option award to purchase up to 5,000,000 shares of the Company’s common stock, which award may vest in five equal tranches.

Liang is a long-term performance-based option award to purchase up to 5,000,000 shares of our common stock, which award may vest in five equal tranches.

Each of the five tranches vests if a specified revenue goal (each, a “New Revenue Goal”) and a specified stock price goal (each, a “New Stock Price Goal”) is achieved.

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The 2023 CEO Performance Award will generally expire on November 14, 2033 and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2023 CEO Performance Award until November 14, 2026.

In an effort to continue to further incentivize Mr.

Liang’s long-term performance, the Compensation Committee designed the 2023 CEO Performance Award to be a challenging long-term incentive for future performance, and the Compensation Committee noted in particular that the performance thresholds could take many years to achieve, if they can be achieved at all.

In addition, the Compensation Committee sought to ensure that the 2023 CEO Performance Award would further align Mr.

Liang’s interests with those of the Company’s stockholders over the long term.

The Compensation Committee sought to ensure that the 2023 CEO Performance Award would further align Mr.

Liang’s interests with those of our stockholders over the long term.

In the course of considering the 2023 CEO Performance Award, the Compensation Committee determined to modify the period that Mr.

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Similar to the 2021 CEO Performance Award, Mr.

Liang must also remain as the Company’s CEO (or such other position with the Company as Mr.

Liang must also remain as our CEO (or such other position with us as Mr.

Liang and the Board may agree) at the time each goal is met in order for the corresponding tranche to vest.

This helps ensure Mr.

Liang’s active leadership of the Company over the long term.

Liang’s active leadership of us over the long term.

The following table sets forth the New Revenue Goals which must be achieved under the 2023 CEO Performance Award by the end of the New Revenue Performance Period of December 31, 2028, as well as their achievement status as of the date of this Annual Report:

SMCI | 2024 Form 10-K | 145

New Revenue Goals (1)

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$15.0 billion

Not yet achieved

$17.0 billion

Not yet achieved

$19.0 billion

Not yet achieved

$21.0 billion

Not yet achieved

(2) Revenue reported in the Company’s Form 10-K for fiscal year 2023 was $7.12 billion.

(1) Under the terms of the 2023 CEO Performance Stock Option, the rolling four-quarter revenue milestones and stock price milestones set forth in the table above must be achieved by December 31, 2028 and March 31, 2029, respectively.

(2) Rounded to the nearest whole percentage.

(4) Revenue reported in this Annual Report is approximately $14.99 billion.

As of the date of this Annual Report, the Compensation Committee has not yet certified the achievement of the $13.0 billion revenue goal.

(3) On February 27, 2025, the Compensation Committee certified achievement of the $13.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of June 30, 2024.

(4) On April 22, 2025, the Compensation Committee certified achievement of the $15.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of September 30, 2024.

(5) O n April 22, 2025, the Compensation Committee certified achievement of the $17.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of September 30, 2024.

(6) On April 22, 2025, the Compensation Committee certified achievement of the $19.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of December 31, 2024.

(7) On August 26, 2025, the Compensation Committee certified achievement of the $21.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of March 31, 2025.

SMCI | 2025 Form 10-K | 142

The following table sets forth the New Stock Price Goals which must be achieved under the 2023 CEO Performance Award by the end of the New Stock Price Performance Period of March 31, 2029, as well as their achievement status as of the date of this Annual Report:

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(3) Rounded to the nearest whole percentage.

(4) Achieved prior to fiscal year 2025.

The sixty-trading day average stock price from November 29, 2023 through February 26, 2024 was $45.70.

(5) Achieved prior to fiscal year 2025.

The sixty-trading day average stock price from December 15, 2023 through March 13, 2024 was $61.07.

(6) Achieved prior to fiscal year 2025.

The sixty-trading day average stock price from January 4, 2024 through April 1, 2024 was $75.28.

(7) Achieved prior to fiscal year 2025.

The sixty-trading day average stock price from January 31, 2024 through April 25, 2024 was $90.31.

SMCI | 2024 Form 10-K | 146

Each of the five tranches vests only when both the applicable New Revenue Goal and New Stock Price Goal for such tranche are certified by the Compensation Committee as having been met.

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Subject to any applicable clawback provisions, policies or other forfeiture terms described in the 2023 CEO Performance Award, once a goal is achieved, it is forever deemed achieved for determining the vesting of a tranche.

There is no full acceleration of vesting of the 2023 CEO Performance Award as a result of a “change in control.” However, in connection with a change in control, whether any unvested tranches vest will depend solely on the Company’s attainment of the New Stock Price Goals (the New Revenue Goals will be disregarded).

There is no full acceleration of vesting of the 2023 CEO Performance Award as a result of a “change in control.” However, in connection with a change in control, whether any unvested tranches vest will depend solely on our attainment of the New Stock Price Goals (the New Revenue Goals will be disregarded).

In addition, for purposes of determining whether the New Stock Price Goal has been achieved, the stock price shall equal the greater of (1) the most recent closing price per share immediately prior to the effective time of such change in control or (2) the per share common stock price (plus the per share of common stock value of any other consideration) received by the stockholders in the change in control.

As of the date of this Annual Report, none of the options granted under the 2023 CEO Performance Award has been earned, but, as stated above, the Company expects the Compensation Committee will certify the achievement of the first revenue goal, and the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option) will occur shortly after the filing of this Annual Report.

The Compensation Committee will continue to closely monitor the Company’s performance and the CEO’s performance against both the key metrics and objectives of the 2023 CEO Performance Award.

SMCI | 2025 Form 10-K | 143

On February 27, 2025, the Compensation Committee certified the achievement of the first revenue goal and approved the vesting of the first tranche under the 2023 CEO Performance Award (representing 1,000,000 of the 5,000,000 shares subject to such option).

On April 22, 2025, the Compensation Committee certified the achievement of the revenue goals of $15.0 billion, $17.0 billion, and $19.0 billion and approved the vesting of the second, third, and fourth tranches under the 2023 CEO Performance Award, representing 3,000,000 additional shares of the 5,000,000 shares subject to the option.

On August 26, 2025 the Compensation Committee certified the achievement of the fifth revenue goal of $21.0 billion.

The fifth New Stock Price Goal has not yet been achieved, however, so the fifth tranche of the 2023 CEO Performance Goal remains unvested.

FY2025 Performance Program for Other NEOs

On January 23, 2024, after consultations with our CEO and consideration of such other factors as the Compensation Committee considered appropriate (including input received from the Compensation Committee’s compensation consultant and an executive compensation study described above), the Compensation Committee approved an executive compensation program for fiscal year 2024 for the Company’s three Other NEOs -- Mr.

Weigand (the “CFO Compensation Program”), Mr.

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Kao (the “SVP Operations Compensation Program”).

The Compensation Committee believes the FY2024 Performance Program for Other NEOs furthers the Company’s executive compensation philosophy to link compensation to corporate and individual performance.

During fiscal year 2025, the Compensation Committee reviewed the fiscal year 2024 program and determined no changes were necessary to the program for fiscal year 2025, and therefore retained that program as the FY2025 Performance Program for Other NEOs.

The Compensation Committee believes the FY2025 Performance Program for Other NEOs furthers our executive compensation philosophy to link compensation to corporate and individual performance.

The principal compensation elements of the FY2025 Performance Program for Other NEOs are:

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PRSUs earned, once granted, will generally vest in equal annual installments over a period of approximately four years.

SMCI | 2024 Form 10-K | 147

The following table sets forth Base Salaries for each of Mr.

Clegg and Mr.

Kao at the end of each of fiscal year 2023 and 2024:

Name Principal Position During Fiscal Year 2024

End of Fiscal Year 2023 Base Salary Rate (1)(2)

Kao at the end of fiscal year 2024 and 2025:

Name Principal Position During Fiscal Year 2025 End of Fiscal Year 2024 Base Salary Rate (1)(2)

End of Fiscal Year 2025

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Don Clegg Senior Vice President, Worldwide Sales $ 453,078 $ 466,670 3.0 %

Senior Vice President, Operations

$ 395,816 $ 411,649 4.0 %

George Kao Senior Vice President, Operations $ 411,649 $ 423,998 3.0 %

(1) The Base Salary amounts actually paid to each NEO for fiscal year 2024 and 2025 are disclosed in the Summary Compensation Table.

(2) For each of fiscal years 2024 and 2025, salary amounts disclosed in the Summary Compensation Table for each NEO differ from the amounts disclosed in the table above because of the timing of adjustments made to Base Salary.

For each of such fiscal years 2023 and 2024, such adjustments were effective October 1 of such fiscal year for each of Mr.

Weigand and Mr.

Kao, his adjustment for fiscal year 2023 was effective on January 1, 2023 and for fiscal year 2024 was effective on October 1, 2024.

In addition, salary amounts disclosed in the Summary Compensation Table for such NEOs also include amounts for paid out vacation and sick days.

Adjustments to Base Salaries for each of Mr.

For fiscal year 2024, such adjustments were effective October 1, 2023 for each of Mr.

Clegg, and Mr.

Kao were made during fiscal year 2024 after the Compensation Committee considered recommendations from the CEO.

Primary factors the Compensation Committee considered in connection with these increases included the following:

• Analyses provided in the compensation study for fiscal year 2024 which indicated that even after adjustments to base salaries for Mr.

Weigand and Mr.

Clegg made during the prior fiscal year 2023, the base salaries for such executive officers were still generally below the 25 th percentile in the market.

The compensation study, which was prepared in July 2023 by Aon, did not include Mr.

Kao (the “FY2024 Compensation Study”).

With the adjustments made during fiscal year 2024, based upon the fiscal year 2024 compensation study, the base salaries for Mr.

Weigand and Mr.

Clegg were generally only slightly below or at the 25 th percentile in the market according to such study;

• Consideration of continuing inflationary market conditions in fiscal year 2024.

For fiscal year 2025, such adjustments were effective January 1, 2025 for each of Mr.

Clegg, and Mr.

In addition, salary amounts disclosed in the Summary Compensation Table for such NEOs also include amounts paid out for vacation and sick days.

Adjustments to Base Salaries for Messrs.

Weigand, Clegg and Kao were made during fiscal year 2025 after the Compensation Committee considered recommendations from the CEO, the inflationary market conditions during the year and the likelihood that, even after prior adjustments to Base Salaries for these NEOs, their Base Salaries remained below the market for their positions in similar companies.

SMCI | 2025 Form 10-K | 144

Fixed Bonus Component

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Kao is entitled to receive a Fixed Bonus component payable in semi-monthly installments in the form of cash, which is based upon a percentage of Base Salary.

The Compensation Committee included the Fixed Bonus as a part of the FY2024 Performance Program for Other NEOs for their continued achievements and contributions to the Company, and in recognition that the base salaries of each of Mr.

Weigand and Mr.

Clegg are generally slightly below or at the 25 th percentile in the market according to the FY2024 Compensation Study.

The Compensation Study did not include Mr.

The Compensation Committee included the Fixed Bonus as a part of the FY2025 Performance Program for Other NEOs for their continued achievements and contributions for us.

The Fixed Bonus percentage of Base Salary for fiscal year 2025 was 30% for Mr.

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Clegg, which percentages remained unchanged between fiscal year 2023 and fiscal year 2025 for such NEOs.

As discussed above, given that fiscal year 2024 was the first year that Mr.

Kao was included in such a performance program, the Compensation Committee decided to provide discretion to the CEO to set a Fixed Bonus component for Mr.

Kao within a range of 16% to 35% of his Base Salary for fiscal year 2024.

In exercising his discretion, the CEO set Mr.

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Kao received in the prior fiscal year when he did not have a performance program, and plans to re-evaluate such level in future years.

The Compensation Committee decided to retain the Fixed Bonus component for the FY2024 Performance Program for Other NEOs because the Committee believed the aggregate total cash compensation for Mr.

Weigand and Mr.

Clegg, which equals the sum of (i) their base salaries effective on October 1, 2023, (ii) the amount of cash earned under the Fixed Bonus percentages, and (iii) the amount of cash the Committee believed would likely be earned under the cash portion of the Performance Incentive Award (see “- Performance Incentive Award” below), was likely to still be less than the market 50 th

SMCI | 2024 Form 10-K | 148

percentile for comparable positions based upon the FY2024 Compensation Study.

The FY2024 Compensation Study did not include Mr.

Kao, but the Committee chose to provide Mr.

Kao with a Fixed Bonus component to equate his compensation elements with those of Mr.

Weigand and Mr.

The following table sets forth the total amount of Fixed Bonus received by such persons for fiscal year 2024:

The Compensation Committee decided to leave unchanged the Fixed Bonus component for Mr.

Kao at 16% of his Base Salary for fiscal year 2025.

The Compensation Committee decided to retain the Fixed Bonus component for the FY2025 Performance Program for Other NEOs because the Committee believed the aggregate total cash compensation for the other NEOs was likely to still be less than the market 50 th percentile for comparable positions.

The following table sets forth the total amount of Fixed Bonus received by the Other NEOs for fiscal year 2025:

Name Principal Position During Fiscal Year 2025

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Don Clegg Senior Vice President, Worldwide Sales $90,616 (2)

Senior Vice President, Operations

Weigand, the Fixed Bonus paid from July 1, 2023 to September 30, 2023 was determined based upon a Base Salary of $520,969 at the beginning of fiscal year 2023.

The Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr.

Weigand’s increase in Base Salary to $547,017.

Clegg, the Fixed Bonus paid from July 1, 2023 to September 30, 2023 was determined based upon a Base Salary of $435,652 at the beginning of fiscal year 2023.

The Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr.

Clegg’s increase in Base Salary to $453,078.

Kao, the Fixed Bonus paid from October 1, 2023 to June 30, 2024 was determined based upon Mr.

Kao’s increase in Base Salary to $411,648.

George Kao Senior Vice President, Operations $65,864 (3)

Weigand, the Fixed Bonus paid from July 1, 2024 to June 30, 2025 was determined based upon a Base Salary of $547,017, which was his annual salary rate as of July 1, 2024.

Clegg, the Fixed Bonus paid from July 1, 2024 to June 30, 2025 was determined based upon a Base Salary of $453,078, which was his annual salary rate as of July 1, 2024.

Kao, the Fixed Bonus paid from July 1, 2024 to June 30, 2025 was determined based upon a Base Salary of $411,649, which was his annual salary rate as of July 1, 2024.

Performance Incentive Award

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These PRSUs generally vest in equal annual installments over a period of four years from the first day of the new fiscal year, so long as the individual continues to be employed.

PRSUs for the annual award are (for purposes of administration of shares available under the Company’s amended and restated 2020 Equity and Incentive Compensation Plan (the “2020 Plan”)) capped for each of Messrs.

PRSUs for the annual award are (for purposes of administration of shares available under our amended and restated 2020 Equity and Incentive Compensation Plan (the “2020 Plan”)) capped for each of Messrs.

Weigand, Clegg, and Kao at a level unlikely to be earned.

• The amount of the earned Performance Incentive Award is determined as a multiple (the “Multiple”) of a base incentive target (calculated as a set percentage of Base Salary) set for each participant (the “Base Incentive Unit”).

• The Base Incentive Unit for fiscal year 2024 was set at 10% of Base Salary for each of Messrs.

Weigand and Clegg.

Kao, given fiscal year 2024 was the first year he participated in the performance program, the Compensation Committee granted discretion to the CEO to set the Base Incentive Unit for Mr.

Kao within a range of 8% to 10% of Base Salary, and the CEO elected to set such percentage at the lower end of such range at 8% (but plans to re-evaluate such percentage in future years).

• The Base Incentive Unit for fiscal year 2025 was set at 10% of Base Salary for Messrs, Weigand and Clegg, and at 8% of Base Salary for Mr.

• Each KPI and the Compensation Adjustment Factor contribute to the calculation of the Multiple, which is applied to the Base Incentive Unit to determine the total amount of the earned Performance Incentive Award:

Weigand, the KPIs for fiscal year 2025 were based upon:

• Percentage appreciation in Company stock price from June 30, 2023 to June 30, 2024, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

SMCI | 2025 Form 10-K | 145

* This KPI is “double weighted,” meaning that such percentage increase in stock price is then multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage increase in number of long-term investors in the Company from June 30, 2023 to June 30, 2024, with a 100% increase in the number of long-term investors counting as 1.00 towards the determination of the final aggregate Multiple;

* Such KPI is also “double weighted,” meaning that such percentage increase is multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage appreciation in Company stock price from June 30, 2024 to June 30, 2025, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

• Percentage increase in number of long-term investors of us from June 30, 2024 to June 30, 2025, with a 100% increase in the number of long-term investors counting as 1.00 towards the determination of the final aggregate Multiple;

• Percentage increase in worldwide revenue from the prior fiscal year, with a 100% increase in revenue counting as 1.00 towards determination of the final aggregate Multiple;

* This KPI is “single weighted,” meaning that such percentage increase is then used in the calculation of the aggregate Multiple as described above and illustrated below.

* This KPI is “single weighted,” meaning that such percentage increase is then used in the calculation of the aggregate Multiple as described above.

Weigand, a Compensation Adjustment Factor (on a scale from 1.0 to 5.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

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The scores arising from these KPI results, and the performance evaluation, are then added together to determine the final aggregate Multiple that is applied to the Base Incentive Unit to determine the value of the Performance Incentive Award.

For these purposes, long-term investors in the Company are defined as either (1) a new long-term investor with at least 1,000,000 shares (which represents approximately about 0.2% of the total number of shares outstanding) added during fiscal year 2024 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2024;

For these purposes, long-term investors are defined as either (1) a new long-term investor with at least 1,000,000 shares (which represents approximately 0.2% of the total number of shares outstanding) added during fiscal year 2025 or (2) an existing long-term investor who had increased its holdings by at least 50% during fiscal year 2025;

provided, however, that index funds, hedge funds, and broker-dealers are excluded from the definition of long-term investors.

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Clegg, the KPIs for fiscal year 2025 are based upon:

• Percentage increase in number of our internally measured top 3,000 customers (“Top 3,000 Customers”) from June 30, 2023 to June 30, 2024, with a 100% increase in the number of our Top 3,000 Customers counting as 1.00 towards determination of the final aggregate Multiple.

For these purposes, new Top 3,000 Customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2024 based upon approximately 900+ accounts which were targeted from our list of top 3,000 customers for marketing efforts in the fiscal year and identified for this metric;

* Such KPI is “double weighted,” meaning that such percentage increase is multiplied by two, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage increase in the number of our internally measured top 300 customers (“Top 300 Customers”) from June 30, 2023 to June 30, 2024, with a 100% increase in the number of our Top 300 Customers counting as 1.00 towards determination of the final aggregate Multiple.

▪ Increase in number of our internally measured top customers (“Top 3,000 Customers”) from June 30, 2024 to June 30, 2025.

For these purposes, new Top 3,000 Customers are identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2025.

* Such KPI is “single weighted,” meaning that such percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below;

SMCI | 2024 Form 10-K | 150

• Percentage increase in the number of our internally measured top 300 customers (“Top 300 Customers”) from June 30, 2024 to June 30, 2025.

For these purposes, new Top 300 Customers are also identified based upon new customer accounts which were set up in our internal accounting system during fiscal year 2025.

* Such KPI is “single weighted,” meaning that such percentage is then used in the calculation of the aggregate Multiple as described above.

• Percentage increase in worldwide revenue from the prior fiscal year, with a 100% increase in revenue counting as 1.00 towards determination of the final aggregate Multiple;

* This KPI is “quadruple weighted,” meaning that such percentage increase in worldwide revenue is then multiplied by four, and that resulting percentage is then used in the calculation of the aggregate Multiple as described above and illustrated below.

During the prior fiscal year 2023, Mr.

Clegg had this same KPI, but it was “triple weighted.” The Compensation Committee believed it was appropriate to increase the weighting of this KPI to “quadruple weighted” for fiscal year 2024 given Mr.

Clegg’s role as Senior Vice President, Worldwide Sales, as achievement against this metric has high correlation with the Company's stock price performance;

SMCI | 2025 Form 10-K | 146

• Change in Slow Moving & Excess and Obsolete Inventory KPI, or Inventory KPI, which is calculated by dividing slow moving and excess and obsolete inventory for fiscal year 2024 by slow moving and excess and obsolete inventory for fiscal year 2025, and subtracting 1.00 from such quotient;

* The Inventory KPI is “quadruple weighted,” meaning that such resulting number from the calculation described above is then multiplied by four, and that resulting number is then used in the calculation of the aggregate Multiple as described above and illustrated below;

• Percentage appreciation in Company stock price from June 30, 2024 to June 30, 2025, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

◦ This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above and illustrated below.

◦ This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above.

Clegg, a Compensation Adjustment Factor rating (on a scale from 1.0 to 3.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

See “- Key Fiscal Year 2025 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

While the scale of the Individual Performance Evaluation KPI utilized in the prior fiscal year was from 1.0 to 5.0, a tighter scale from 1.0 to 3.0 was utilized for the current fiscal year’s Compensation Adjustment Factor because of the addition of two new single weighted KPIs for Mr.

Clegg which count towards the determination of the final aggregate Multiple (a Top 300 Customer Growth KPI and Stock Price Increase KPI).

See “- Key Fiscal Year 2025 Executive Compensation Decisions and Actions” above for additional discussion of the two new KPIs for Mr.

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• Percentage appreciation in Company stock price from June 30, 2024 to June 30, 2025, with a 100% increase in the stock price counting as 1.00 towards determination of the final aggregate Multiple;

* This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above and illustrated below;

* This KPI is “single weighted,” meaning that such percentage increase in stock price is then used in the calculation of the aggregate Multiple as described above;

• Percentage increase in worldwide revenue from the prior fiscal year, with a 100% increase in revenue counting as 1.00 towards determination of the final aggregate Multiple;

* This KPI is “single weighted,” meaning that such percentage increase in worldwide revenue is then used in the calculation of the aggregate Multiple as described above and illustrated below.

SMCI | 2024 Form 10-K | 151

* This KPI is “single weighted,” meaning that such percentage increase in worldwide revenue is then used in the calculation of the aggregate Multiple as described above.

Kao, a Compensation Adjustment Factor rating (on a scale from 1.0 to 3.0) was also given by the CEO for the fiscal year, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

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Clegg, an increase in slow moving and excess and obsolete inventory from the prior fiscal year results in a multiple of zero for the Inventory KPI for purposes of determining the aggregate Multiple.

Slow moving and excess and obsolete inventory apply written guidelines that have been established which, along with other considerations, primarily categorize products based upon various criteria (such as price sensitivity based upon age (e.g.

Slow moving and excess and obsolete inventory is determined by applying written guidelines that have been established which, along with other considerations, primarily categorize products based upon various criteria (such as price sensitivity based upon age (e.g.

CPUs, GPUs), volume/cost of product, and product lead time), and then for each such category define a time period after which they are considered slow moving.

SMCI | 2025 Form 10-K | 147

Performance Cash earned is generally paid in the next payroll cycle following the Compensation Committee’s certification and approval of the calculation of the Performance Incentive Award after the end of the fiscal year, or as soon as reasonably practical thereafter.

Performance RSUs are to be granted to the respective participating officer on a grant date within 10 days of the Compensation Committee’s certification and approval of the results of the Performance Incentive Award (the “Grant Date”) subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date.

Due to the circumstances discussed in the Explanatory Note in this Annual Report, PRSUs earned by each officer for fiscal year 2024 under the Performance Incentive Award will not be granted to such respective participating officer until after the filing of this Annual Report in 2025.

The number of PRSUs earned, once granted, will be determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the PRSUs portion by the 60-trading day average closing stock price of the Company’s common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to (for purposes of administration of shares available under the 2020 Plan) a maximum cap at a level unlikely to be earned.

The number of PRSUs earned, once granted, will be determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the PRSUs portion by the sixty-trading day average closing stock price of our common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU, and subject to (for purposes of administration of shares available under the 2020 Plan) a maximum cap at a level unlikely to be earned.

Measurement of Fiscal Year 2025 Performance against the Performance Incentive Award .

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2025 performance for Mr.

Performance Measure

Weighting Factor

Final Weighted Score

Performance Measure Achievement Weighting Factor Final Weighted Score

Stock Price Increase KPI

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21% (or 0.21) (2)

Worldwide Revenue KPI

110% (or 1.10) (3)

Worldwide Revenue KPI 47% (or 0.47) (3)

Compensation Adjustment Factor

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PRSUs Payout Value (80%)

Number of PRSUs to be Granted (5)

To be determined

Number of PRSUs Granted

(1) Our closing stock price on June 28, 2024 and June 30, 2025 (the last trading-day of the fiscal year) was $81.94 and $49.01, respectively.

(2) Utilizing the definition of long-term investor specified above, it was determined the number of Long-Term Investors increased from 86 to 104 during fiscal year 2025.

SMCI | 2024 Form 10-K | 152

(3) In our consolidated financial statements, we recorded revenues of $15.0 billion and $22.0 billion for fiscal year 2024 and fiscal year 2025, respectively.

(4) Based upon the CEO’s evaluation.

(5) RSUs are currently expected to be granted in 2025 based on the average 60-trading day closing stock price as of the grant date.

SMCI | 2025 Form 10-K | 148

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2025 performance for Mr.

Performance Measure

Weighting Factor

Final Weighted Score

Performance Measure Achievement Weighting Factor Final Weighted Score

Top 3,000 Customers KPI

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0% (or 0) (4)

Stock Price Increase KPI

229% (or 2.29) (5)

Stock Price Increase KPI 0% (or 0) (5)

Compensation Adjustment Factor

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Number of PRSUs to be Granted

To be determined

(1) Using the definition of new top 3,000 customer specified above, it was determined that 319 such customers were added during fiscal year 2024.

(2) Using the definition of new top 300 customer specified above, it was determined that 319 such customers were added during fiscal year 2024.

(1) 315 new customers were added in fiscal year 2025.

(2) 315 new customers were added in fiscal year 2025.

(3) In our consolidated financial statements, we recorded revenues of $15.0 billion and $22.0 billion for fiscal year 2024 and fiscal year 2025, respectively.

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(6) Based upon the CEO’s evaluation.

(7) RSUs are currently expected to be granted in 2025 based on the average 60-trading day closing stock price as of the grant date.

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2025 performance for Mr.

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Number of PRSUs to be Granted

To be determined

SMCI | 2024 Form 10-K | 153

(1) Our closing stock price on June 28, 2024 and June 30, 2025 (the last trading-day of the fiscal year) was $81.94 and $49.01, respectively.

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(3) Based upon the CEO’s evaluation.

(4) RSUs are currently expected to be granted in 2025 based on the average 60-trading day closing stock price as of the grant date.

SMCI | 2025 Form 10-K | 149

Other Equity-Based Incentive Compensation

While participants in the FY2025 Performance Program for Other NEOs are eligible to receive performance-based awards under the Performance Incentive Award portion of such program, such persons also continue to be eligible to receive other equity-based incentive compensation, along with other non-executive persons eligible for awards under the 2020 Plan.

In continuing to award other equity-based incentive compensation to participants in the FY2024 Performance Program for Other NEOs, the Compensation Committee noted that the FY2024 Compensation Study indicated that the historical level of equity awards made had only moderate retention power, and that equity vehicles that included a mix of both time-based RSUs and PRSUs should be considered.

As a result, the Compensation Committee elected to continue its practice of making regular periodic refresh grants of time-based equity incentives of RSUs as well as options to the NEOs participating in the FY2024 Performance Program for Other NEOs.

For such Other NEOs participating in the FY2025 Performance Program, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation.

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Periodically, and generally based on the recommendation of the CEO, the Compensation Committee has made off-cycle special recognition equity awards of options and/or RSUs to NEOs.

For fiscal year 2024, in addition to the 2023 CEO Performance Award discussed above under “- Discussion and Analysis of 2023 CEO Performance Award” and PRSUs granted to Other NEOs discussed above under “- Performance Incentive Award,” the Compensation Committee determined to provide the awards of service-based stock options and RSUs to NEOs as outlined in the table below.

Type of Award Quantity (at Target) of Award Rationale for Providing the Award

David Weigand

Stock Options (1)

150,000 Recognition grant

For fiscal year 2025, the Compensation Committee approved awards of service-based stock options and RSUs to NEOs as outlined in the table below.

Name Type of Award Quantity (at Target) of Award Rationale for Providing the Award

David Weigand RSUs (1)

13,000 Recognition grant

11,964 Performance grant

4,330 Performance grant

Stock Options (4)

62,550 Refresh grant

23,770 Refresh grant

Don Clegg RSUs (1)

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7,542 Performance grant

2,650 Performance grant

Stock Options (4)

54,210 Refresh grant

20,600 Refresh grant

George Kao RSUs (1)

5,000 Recognition grant

(1) Such stock option grant, made on August 11, 2023, was part of a special recognition option award made to selected individual employees which included Mr.

This grant to Mr.

Weigand was made, consistent with prior practice over recent years, in connection with other special recognition option rewards and vests at the rate of 1/8th of the shares subject to the stock option on the first quarter following the vesting commencement date on November 11, 2023, and thereafter at a rate of 1/8th of the shares subject to the stock option at the end of each successive calendar quarter.

This stock option grant was intended to recognize and currently reward the Company’s general assessment of awardees’ (including Mr.

Weigand’s) recent collective achievement for and contributions to the Company.

The CEO made the recommendation on the size of grant for Mr.

Weigand and other selected employees to the Committee based on his subjective assessment of their contributions to the Company.

SMCI | 2024 Form 10-K | 154

Company-wide, an aggregate of 890,000 stock options were granted in connection with this special recognition stock option grant to approximately 10 employees, with stock option awards ranging in size up to a maximum of 200,000 shares.

The average stock option award was for 89,000 stock options, and (based upon the recommendation of the CEO) an aggregate of 10 employees received option awards of 10,000 shares or more.

(2) Such grants of RSUs, made on August 11, 2023, were part of a special recognition grant made to a broad set of employees which included Messrs.

14,683 Refresh grant

Stock Options (4)

32,629 Refresh grant

2,412 Performance grant

(1) The grants made on October 30, 2024 were part of a special recognition grant made to a broad set of employees which included Messrs.

Weigand, Clegg, and Kao.

These grants, consistent with prior practices over recent years to these same NEOs in connection with other broad-based special recognition rewards, vested with regard to 50% of the award on August 15, 2023, and 50% of the award on February 15, 2024, and were intended to recognize and currently reward the Company’s general assessment of awardees’ recent collective achievement for and contributions to the Company.

The CEO made the recommendation on size of grants for the Other NEOs to the Committee based on his subjective assessment of their contributions to the Company.

For context, Company-wide, an aggregate of 1,866,810 RSUs were granted in connection with this special recognition grant to approximately 1,472 employees, with awards ranging in size up to a maximum of 40,000 units.

These grants, consistent with prior practices over recent years included these same NEOs in connection with other broad-based special recognition rewards.

The vesting schedule, however, for Messrs.

Weigand, Clegg, and Kao is 100% vested on October 30, 2025 whereas other employees’ vested 50% of the award on February 10, 2025, and 50% on August 10, 2025, and were intended to recognize and currently reward our general assessment of awardees’ recent collective achievement for and contributions for us.

The CEO made the recommendation on size of grants for the other NEOs to the Compensation Committee based on his subjective assessment of their contributions for us.

For context, Company-wide, an aggregate of 1,670,690 RSUs were granted in connection with this special recognition grant to approximately 1,688 employees, with awards ranging in sizes up to a maximum of 28,000 units.

The average award was for 990 RSUs, and (based upon the recommendation of the CEO) an aggregate of 5 employees received awards of 10,000 RSUs or more.

(3) Such RSUs were earned by Messrs.

Weigand and Clegg as payouts pursuant to their Performance Incentive Awards under the FY2023 Performance Program for Other NEOs.

See the Compensation Discussion & Analysis discussion in the prior year proxy statement for additional information.

The RSUs were granted on August 24, 2023 and August 25, 2023, and vest at an annual rate of 25% per year commencing July 1, 2024, with the final installment vesting on July 1, 2027.

(4) Such stock options were part of Mr.

Weigand’s and Mr.

Clegg’s regular, periodic refresh grant cycle, and were granted on May 3, 2024, with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($78.27).

Subject generally to their continued service, such stock options vest and become exercisable at the rate of 25% of the shares subject to the stock option on May 3, 2025, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter.

The particular size of the stock option grant to them was determined based upon the recommendation of Mr.

Liang, which was reviewed and approved by the Compensation Committee.

(5) Such RSUs were part of Mr.

Weigand’s and Mr.

Clegg's regular periodic refresh grant cycle and were granted on May 3, 2024.

These RSUs generally vest at the rate of 25% of the total number of units on May 10, 2025, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter.

The particular size of the RSU grant to them was determined based upon the recommendation of Mr.

(2) These RSUs were earned by Messrs.

Weigand, Clegg and Kao as payouts pursuant to their Performance Incentive Awards under the FY2024 performance program.

See the CD&A discussion in the proxy statement for our annual meeting of shareholders held on June 4, 2025 for additional information.

The RSUs were granted on February 27, 2025, and vest at an annual rate of 25% per year commencing July 1, 2025, with the final installment vesting on July 1, 2028.

(3) These RSUs were part of Mr.

Kao’s regular periodic refresh grant cycle, and were granted on October 30, 2024.

These RSUs generally vest at the rate of 25% of the total number of units on November 10, 2025, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter.

(4) These stock options were part of Mr.

Kao’s regular periodic refresh grant cycle, and were granted on November 8, 2024 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($24.52).

Subject generally to Mr.

Kao’s continued service, these stock options vest and become exercisable at the rate of 25% of the shares on November 8, 2025, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter.

The size of this stock option grant was determined based upon the recommendation of Mr.

Liang, which was reviewed and approved by the Compensation Committee.

Stock Ownership Guidelines

In January 2022, our Board adopted stock ownership guidelines that apply to the CEO and our non-executive directors (the “Guidelines”).

In January 2022, our Board adopted stock ownership guidelines that apply to the CEO and our non-employee directors (the “Guidelines”).

Under the Guidelines, the CEO has a target holding of three times his then-current annual Base Salary;

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Charles Liang, and his then-current annual Base Salary is less than his annual Base Salary as in effect immediately prior to the grant of his 2021 CEO Performance Award on March 2, 2021 (which annual Base Salary was $522,236 (the “Pre-grant CEO Salary”)), then for purposes of determination of the Chief Executive Officer’s target holding, his target shall be three times the Pre-grant CEO Salary.

Under the Guidelines, non-employee directors have a target holding of three times the then-current annual Board member retainer (regardless of whether such director actually receives such retainer).

Under the Guidelines, non-employee directors

SMCI | 2025 Form 10-K | 150

have a target holding of three times the then-current annual Board member retainer (regardless of whether such director actually receives such retainer).

For purposes of determining such target holding for non-employee directors, other director cash fees such as fees for Committee member/chair service or excess per meeting fees are not considered as part of the then-current annual Board member retainer.

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and (3) service-based restricted share, restricted stock unit and/or deferred share awards regarding common stock (whether or not vested).

As of June 30, 2024, each of the covered persons subject to the Guidelines met his or her stock ownership target.

SMCI | 2024 Form 10-K | 155

As of June 30, 2025, each of the covered persons subject to the Guidelines met his or her stock ownership target, except for Mr.

Blair who joined the Board during fiscal year 2023 and will have until December 22, 2027, and Ms.

Giordano and Mr.

Angel, who joined the Board during fiscal year 2025 and will have until August 19, 2029, and March 31, 2030, respectively, to meet their stock ownership target.

Stock Retention Policy

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Policies and Practices Regarding the Grant of Equity Awards

Under our policies and practices, the approval of stock options and other equity-based awards (including any stock option grants to our NEOs and directors) is typically provided at a Compensation Committee meeting or via unanimous written consent on the part of the Compensation Committee.

While the Compensation Committee does not have predetermined fixed dates upon which grants must be made, generally, the Compensation Committee has held regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly (usually approximately one week) before the announcement by the Company of its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers the approval of stock options and other equity-based awards, including relevant terms (such as the proposed grant date).

In addition to Regular Quarterly Meetings, the Compensation Committee, generally, may consider from time to time, on an as-needed basis, grants of stock options and other equity-based awards in between Regular Quarterly Meetings at special meetings or via unanimous written consent (together, “Special Meetings”).

Awards of stock options and other equity-based awards are typically made by the Company in the following circumstances:

Biennial awards :

Generally, eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with the Company or a change in their status occurs for them to become eligible for equity-based awards.

Such awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of service by such employee or the change in such employee’s status occurs.

Thereafter, such employee would, depending upon factors such as performance, generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date the first award was made to such eligible employee (all such awards, “Biennial Awards”);

The Compensation Committee generally holds regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly before the Company announces its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers and approves stock options and other equity-based awards, including relevant terms such as the effective date of the grant.

In addition, the Compensation Committee may grant stock options and other equity-based awards between Regular Quarterly Meetings at special meetings or via unanimous written consent (together, “Special Meetings”).

Awards of stock options and other equity-based awards are typically made by the Compensation Committee in the following circumstances:

Initial and Biennial awards :

Eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with the Company or when a change in status occurs enabling such employee to become eligible to receive equity-based awards.

Proposed awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of service by such employee or the date the change in such employee’s status occurs.

Thereafter, such employee would generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date of the first award (all such awards, “Biennial Awards”);

SMCI | 2025 Form 10-K | 151

Scheduled Awards :

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The grant of the equity component of director compensation in connection with annual director service (the “Annual Director Service Award”) or lead independent director service (the “Lead Independent Director Service Award”).

Such awards may include the grant of stock options depending upon the election made by such director at a time when the Trading Window (as defined below) was open.

See “Director Compensation” for additional discussion with respect to such equity awards for director service.

Annual Director Service Awards will (going forward) generally be considered by the Compensation Committee for approval at the first Regular Quarterly Meeting after the commencement of a new fiscal year.

Lead Independent Director Service Awards are generally submitted to the Compensation Committee for approval at the first Regular Quarterly Meeting following the appointment of a lead independent director for their one-year term of office.

See “Director Compensation” for additional discussion with respect to our non-employee director compensation program.

The grant of equity awards earned under the performance program for a NEO (which, to date, has not included stock options) (“Performance Award Grants”).

Such awards generally have terms that were pre-approved by the Compensation Committee at the time the performance program for the named executive officer was adopted by the Compensation Committee earlier in such fiscal year, including specified deadline dates prior to which such Performance Awards Grants are to be made and after which the results used to determine performance (some of which may depend upon financial results that are published in the Annual

SMCI | 2024 Form 10-K | 156

Report) are calculated.

Generally, the grant date of Performance Award Grants has been at a time when the Trading Window is open.

Special Awards :

From time to time, the Compensation Committee will consider, on an as-needed basis, grants of equity based-awards (which may include stock options).

Circumstances for such awards may include, as an example, special recognition bonuses or for the hiring or retention of a high-value employee (who may or may not be an NEO).

Such awards and the terms thereof (“Special Awards”) are generally submitted at Special Meetings but may also occur at Regular Quarterly Meetings.

The Company has an Insider Trading Policy which provides for a trading window (the “Trading Window”).

Pursuant to the Insider Trading Policy, the Trading Window generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the month preceding the last month of a fiscal quarter (i.e., the last day of August, November, February and May).

Our Insider Trading Policy prohibits any of our directors, executive officers, employees or contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

The Company has generally tied the grant date of options to NEOs for their Biennial Awards to the first full trading day after the next opening of the Trading Window following the Regular Quarterly Meeting approving such grant.

Other key terms of such awards (such as exercise price) are tied to such grant date.

For example, during fiscal year 2024, each of Mr.

Weigand and Mr.

Clegg received their Biennial Awards that included both stock options and RSUs as a part of their refresh grants.

See “- Other Equity-Based Incentive Compensation.” Such awards were approved at the April 23, 2024 Regular Quarterly Meeting and the Company issued its earnings release for the third quarter of fiscal year 2024 on April 30, 2024.

The first full trading day after the Trading Window opened was May 3, 2024, the grant date of both the options and RSUs for such Biennial Awards was May 3, 2024, and the exercise price of the stock options associated therewith was the closing stock price on May 3, 2024.

However, for persons who are not NEOs, the grant date of stock options for their Biennial Awards is the date of the Regular Quarterly Meeting approving such grant, and other key terms of such awards (such as the exercise price of any stock options granted) are tied to such grant date.

For example, for persons who are not NEOs and also had Biennial Awards approved at the Regular Quarterly Meeting held on April 23, 2024, the grant date of their stock options and RSUs was April 23, 2024, and the exercise price of the stock options associated therewith was the closing stock price on April 23, 2024.

Going forward, the Company generally expects to tie the grant date of stock options (if any) in connection with Annual Director Service Awards and Lead-Independent Director Service Awards to the first full trading day after the next opening of the Trading Window following the Regular Quarterly Meeting approving such grant.

Other key terms of such awards (such as the exercise price of any stock options granted) will be tied to such grant date.

For example, the Compensation Committee considered and approved grants for fiscal year 2025 director service at the Regular Quarterly Meeting held on July 30, 2024 and the Company issued its earnings release for the fourth quarter of fiscal year 2024 on August 6, 2024.

Since the first full trading day after the Trading Window opened was August 9, 2024, the grant date of both the stock options and RSUs for Annual Director Service Awards was August 9, 2024, and the exercise price of the stock options associated therewith was the closing stock price on August 9, 2024.

However, for fiscal year 2024, because the new director compensation program was approved by the Board on August 24, 2023, at a time when the Trading Window was open, the Annual Director Service Awards for fiscal year 2024 Board service were both approved by the Compensation Committee and had a grant date of August 24, 2023.

Other key terms of such awards (such as exercise price) were tied to such grant date.

Generally, given the structure of Performance Award Grants, Performance Award Grants have been considered, approved, and granted by the Compensation Committee at a time when the Trading Window has been open.

The Company generally expects the grant date of options (if any) in connection with Special Awards to be tied to whether the Trading Window is open at the time of the Special Meeting at which such Special Award was considered and approved.

In the event the Trading Window is not open at the time of the Special Meeting, the Company generally expects such Special Award to be granted on the first full trading day after the next opening of the Trading Window following the Special Meeting approving such grant.

In the event the Trading Window is open at the time of the Special Meeting, the Company generally expects such Special Award to be granted on the date of the Special Meeting.

In either case, other key terms of such awards (such as exercise price) are tied to such grant date.

For example, during fiscal year 2024, Mr.

Weigand received a recognition grant as a Special Award that included both stock options and RSUs.

See “- Other Equity-Based Incentive Compensation.” Such awards were approved at the Regular Quarterly Meeting held on August 1, 2023, at a time when the Trading Window was closed and the Company issued its earnings release for the fourth quarter of fiscal year 2023 on August 8, 2023.

The first full trading day after the Trading Window opened was August 11, 2023, so the grant date of both the stock options and RSUs for such Special Award was August 11, 2023, and the exercise price of the stock options associated therewith was the closing stock price on August 11, 2023.

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The equity grant approach discussed above is used by the Compensation Committee in order to best help ensure that grants are made only during an open window, and after the release of the Company’s material non-public information regarding its most recently completed fiscal quarter.

This grant timing is used in order to provide for a routine and regular grant practice regarding the NEOs' and directors’ equity awards, but to clearly have such awards granted after the release of such recently completed fiscal quarter information.

In this sense, the Compensation Committee is mindful of the existence of material non-public information about the prior fiscal quarter but is neutral with respect to the existence (or lack thereof) of other material non-public information, when making each of the types of awards discussed.

Otherwise, the Compensation Committee does not factor any material non-public information into its design and approval of the terms of such equity awards discussed.

Including for grants made during fiscal year 2024, we do not time the disclosure of material non-public information for purposes of affecting the value of executive compensation or director compensation.

Circumstances for such awards may include special recognition bonuses or for the hiring or retention of a high-value employee.

The Company’s Insider Trading Policy provides for a trading window (the “Trading Window”) which generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the second month of a fiscal quarter (i.e., the last day of August, November, February and May).

Our Insider Trading Policy prohibits our directors, executive officers, employees and contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of the options to be equal to the closing price of our common stock on the grant date.

During fiscal year 2025, Mr.

Kao received Biennial Awards as refresh grants that included both stock options and RSUs The awards were approved at the October 30, 2024 Quarterly Meeting, and became effective on November 8, 2024, the first full trading day after the Trading Window was opened on November 7, 2024, following the Company’s disclosure on November 5, 2024 of its preliminary results for the first fiscal quarter ended on September 30, 2024.

On November 13, 2024, we filed a Form NT 10-Q disclosing that we would not be able to file timely our Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30, 2024.

We subsequently filed that report, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our Quarterly Report on Form 10-Q for our second fiscal quarter ended December 31, 2024, on February 25, 2025.

During fiscal year 2025, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:

Number of securities

underlying the award

Name Grant date Number of securities

underlying the award Exercise

price of the award

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic

Charles Liang

David Weigand

62,550 $ 78.27 $ 48.42 4.7 %

54,210 $ 78.27 $ 48.42 4.7 %

($/Share) Grant date fair value of the award Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic

(a) (b) (c) (d) (e) (f)

Charles Liang N/A N/A N/A N/A N/A

David Weigand N/A

N/A N/A N/A N/A

SMCI | 2025 Form 10-K | 152

Don Clegg N/A N/A N/A N/A N/A

George Kao 11/8/2024 32,629 $ 24.52 $15.66 (1)

(1) The amount disclosed represents the grant date fair value of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model.

Assumptions used in the calculation of this amount are included in Part II, Item 8, “Financial Statements and Supplementary Data”, and, Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the consolidated financial statements for fiscal year 2025 included in this Annual Report on Form 10-K.

(2) Represents the percentage decrease in the market price of our common stock between (x) November 12, 2024 (the trading day ending immediately prior to November 13, 2024, which was the day we filed a Form NT 10-Q disclosing that we would not be able to file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 on a timely basis) and (y) November 14, 2024 (the trading day immediately following November 13, 2024).

Clawback Policy

Prior to calendar year 2023, we established a recoupment policy applicable to our NEOs (the “Recoupment Policy”).

Under the Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, the Compensation Committee shall be entitled to have the Company recover from any current or former executive officer any excess incentive-based compensation received by such person during the three-year period prior to the date on which we are required to prepare the restatement.

This Recoupment Policy applied to both equity-based and cash-based incentive compensation awards.

Under the Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, the Compensation Committee shall be entitled to have us recover from any current or former executive officer any excess incentive-based compensation received by such person during the three-year period prior to the date on which we are required to prepare the restatement.

This Recoupment Policy applies to both equity-based and cash-based incentive compensation awards.

The “excess incentive-based compensation” is the difference between the actual amount that was paid, and the amount that would have been paid under the restated financial results.

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During fiscal year 2024, in light of new rules promulgated by Nasdaq National Market and SEC requirements, we adopted a new compensation clawback policy effective October 25, 2023 (the “New Clawback Policy”) which complies with the required standards.

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Health and Welfare Benefits.

Our NEOs receive the same health and welfare benefits as are offered to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage, flexible spending account participation and holiday pay.

Our NEOs receive the same health and welfare benefits as we offer to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage, flexible spending account participation and holiday pay.

The same contribution amounts, percentages and plan design provisions are applicable to all employees.

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We do not provide perquisites or personal benefits to any of our NEOs.

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Employment Arrangements, Severance and Change of Control Benefits.

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Other than as described in the following sentence, we do not have any arrangements with any of our NEOs that provide for any severance or other benefits in the event of termination or change of control of our Company.

See also - “Fiscal Year 2023 Potential Payments Upon Termination or Change of Control.” The 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

See “Discussion and Analysis of 2023 CEO Performance Award.”

See also - “Fiscal Year 2023 Potential Payments Upon Termination or Change of Control.” Both the 2021 CEO Performance Award and 2023 CEO Performance Award have certain provisions related to the treatment of such award in the event of a change of control of our Company.

Tax and Accounting Considerations.

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We expect to continue to design and maintain executive compensation arrangements that we believe will attract and retain the executive talent that we need to compete successfully, even if in certain cases such compensation is not deductible for federal income tax purposes.

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We account for equity compensation paid to our employees in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock-Compensation (“ASC Topic 718”), which requires us to estimate and record expenses for each award of equity compensation over the service period of the award.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with our management.

The Compensation Committee has reviewed and discussed the CD&A with our management.

Based on this review and these discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Annual Report.

This report has been furnished by the Compensation Committee.

Sherman Tuan, Chair

Daniel Fairfax

Susan Mogensen (Susie Giordano), Chair

SMCI | 2025 Form 10-K | 154

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2024 1 — — 28,094,976 — 250 28,095,227

2023 1 — — — — — 1

David Weigand 2025 557,958 180,979 1,166,317 — 55,638 441 1,961,333

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Amounts also include the fair values of the PRSU portion of Messrs.

Weigand, Clegg, and Kao’s Performance Incentive Award provided for fiscal year 2024, based on probable outcome, as of January 2024.

The PRSU portion of each award was capped at a level unlikely to be earned.

The actual number of PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards are expected to be granted in 2025, as disclosed in CD&A above.

(4) The amount disclosed for fiscal year 2024 represents the grant date fair values of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model for Messrs.

Weigand and Clegg, and Monte Carlo simulation for the 2023 CEO Performance Award .

Assumptions used in the calculation of this amount are included in Part II, Item 8, "Financial Statements and Supplementary Data", and , Note 10 “Stock-based Compensation and Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for fiscal year 2024 included in this Annual Report.

Weigand, Clegg, and Kao’s Performance Incentive Awards for fiscal year 2025 (based on the 60 trading day average closing price of our common stock), which were granted in August 2025.

(4) The amount disclosed for fiscal year 2025 represents the grant date fair values of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model.

(5) Amounts disclosed for fiscal year 2025 represent payouts of the cash portion of Messrs.

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(6) Amounts for fiscal year 2025 represent a gift card provided to each of Messrs.

Liang, Weigand, Clegg, and Kao.

Liang, Weigand, Clegg, and Kao, as well as a health check-up benefit to Mr.

SMCI | 2025 Form 10-K | 155

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(#) Maximum (#)

Charles Liang (2)

11/14/2023 — — — 1,000,000 5,000,000 5,000,000 — — 45 28,094,976

David Weigand 10/30/2024 — — — — — — 13,000 — — 429,910

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8/26/2025 — — — (2) (2) (2) — — — 222,553

Don Clegg 10/30/2024 — — — — — — 6,000 — — 198,420

2/27/2025 — — — — — — 7,542 — — 323,929

8/26/2025 23,334 (2) — — — — — — — —

Don Clegg 8/11/2023 — — — — — — 10,000 — — 254,430

8/26/2025 — — — (2) (2) (2) — — — 139,534

George Kao 10/30/2024 — — — — — — 5,000 — — 165,350

10/30/2024 — — — — — — 14,683 — — 485,567

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2/27/2025 — — — — — — 2,412 — — 103,595

George Kao 8/11/2023 — — — — — — 10,000 — — 254,430

8/26/2025 16,960 (2) — — — — — — — —

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(1) Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures.

(2) These stock options are performance-based and shall vest and become exercisable depending upon the degree of satisfaction of both the Stock Price Goals and Revenue Goals discussed above in CD&A.

The Stock Price Goals must be achieved on or prior to March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028.

The options may vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals, respectively (of $45.00 sixty-trading-day-average stock price and $13.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $15.0 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $17.0 billion four-consecutive-fiscal-quarter revenue, $90.00 sixty-trading-day-average stock price and $19.0 billion four-consecutive-fiscal-quarter revenue, and $110.00 sixty-trading-day-average stock price and $21.0 billion four-consecutive-fiscal-quarter revenue goals), are achieved.

The smallest amount of these stock options (threshold) that can be earned based on performance is vested stock options for 1,000,000 shares for achieving a Stock Price Goal of $45.00 sixty-trading-day-average stock price and a Revenue Goal of $13.0 billion in four-consecutive-fiscal-quarter revenue.

However, even if those goals are achieved, if the Company’s stock price remained at $45.00 per share, based on the $45.00 exercise price for these stock options, there would be no appreciation value in those stock options for Mr.

For more information about the operation of this award, see “- Discussion and Analysis of 2023 CEO Performance Award ” above.

(2) As further described in CD&A, each of Messrs.

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Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2025.

Based on the design of the Performance Incentive Award, there was essentially no target or maximum cash amount to be earned, and essentially no target number of PRSUs to be earned, but the threshold amount of the award was equal to $54,702 for Mr.

Based on the design of the Performance Incentive Award, there was no target or maximum cash amount to be earned, and no target number of PRSUs to be earned, but the actual amount of the award was equal to $56,890 for Mr.

Weigand, $46,667 for Mr.

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The cash portions earned by Messrs.

Weigand, Clegg and Kao are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2024 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table, based on probable outcome, as of January 2024 are included in the “Stock Awards” column of the Fiscal Year 2024 Summary Compensation Table.

Weigand, Clegg and Kao are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2025 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table are included in the “Stock Awards” column of the Fiscal Year 2025 Summary Compensation Table.

The actual PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards are expected to be granted in 2025, as disclosed in CD&A above.

Weigand, Clegg and Kao for their Performance Incentive Awards were granted in August 2025, as disclosed in CD&A above.

Grants made in fiscal year 2025 are described more fully in the “Compensation Discussion and Analysis” section of this Annual Report.

More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2024 is provided under the "Employment Arrangements, Severance and Change of Control Benefits" under the “Compensation Discussion and Analysis”.

SMCI | 2024 Form 10-K | 162

More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2025 is provided under “Employment Arrangements, Severance and Change of Control Benefits” under the “Compensation Discussion and Analysis” section.

Outstanding Equity Awards at 2025 Fiscal Year-End

The following table provides information concerning the outstanding equity-based awards as of June 30, 2025, held by our NEOs.

SMCI | 2025 Form 10-K | 156

OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

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Unexercisable Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Number of Securities Underlying Unexercised Unearned Options (#) Option

Date Number of Shares or Units of Stock That Have

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45.00 11/14/2033 — — — —

David Weigand 10,000 — — 3.03 8/4/2030 — — — —

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— — — — — 11,964 (11)

1,947,595 — —

Don Clegg 15,000 — — 3.03 8/4/2030 — — — —

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— — — — — 6,000 (10)

— — — — — 7,542 (11)

George Kao 120,000 — — 2.70 8/2/2027 — — — —

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— — — — — 5,000 (10)

— — — — — 14,683 (15)

— — — — — 2,412 (11)

SMCI | 2025 Form 10-K | 157

(1) Represents the closing stock price per share of our common stock as of June 30, 2025 ($49.01) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2025.

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The Stock Price Goals must be achieved on or prior to March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028.

The options may vest in tranches of 1,000,000 shares each only when coordinating Stock Price

SMCI | 2024 Form 10-K | 163

Goals and Revenue Goals, respectively, of $45.00 sixty-trading-day-average stock price and $13.0 billion in four-consecutive-fiscal-quarter revenue, $60.00 sixty-trading-day-average stock price and $15.0 billion four-consecutive-fiscal-quarter revenue, $75.00 sixty-trading-day-average stock price and $17.0 billion four-consecutive-fiscal-quarter revenue, $90.00 sixty-trading-day-average stock price and $19.0 billion four-consecutive-fiscal-quarter revenue, and $110.00 sixty-trading-day-average stock price and $21.0 billion four-consecutive-fiscal-quarter revenue, are achieved.

For more information about the operation of this award, see “2023 CEO Performance Award ” above.

The options vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals are achieved.

As of June 30, 2025, the first four tranches (4,000,000 shares) had vested, but the fifth tranche (1,000,000) had not.

For more detail, see the discussion of the 2023 CEO Performance Award in the Compensation Discussion and Analysis section above.

(3) These incentive and nonqualified stock options vest at the rate of 25% on May 5, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 5, 2026.

(4) Option shall vest and become exercisable at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on November 11, 2023, and 1/8th at the end of each successive calendar quarter thereafter.

(5) These incentive and nonqualified stock option vest the rate of 25% on May 3, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 3, 2028.

(4) Option vests and becomes exercisable at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on November 11, 2023, and 1/8th at the end of each successive calendar quarter thereafter.

(5) These incentive and nonqualified stock option vest at the rate of 25% on May 3, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 3, 2028.

(6) The RSUs vest at the rate of 25% on May 10, 2023 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2026.

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(9) The RSUs vest at the rate of 25% on May 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2028.

(10) These stock options vest at the rate of 25% on October 27, 2021 and 1/16th per quarter thereafter, such that the granted options will be fully vested on October 27, 2024.

(10) The RSUs will be fully vested on October 30, 2025.

(11) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2025, such that the RSUs will be fully vested on July 1, 2028.

(12) These incentive and nonqualified stock options vest at the rate of 25% on November 4, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 4, 2026.

(12) These RSUs vest at the rate of 25% on November 10, 2021 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2024.

(13) These incentive and nonqualified stock options vest at the rate of 25% on November 8, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 8, 2028.

(14) These RSUs vest at the rate of 25% on November 10, 2023 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2026.

(14) As further described in CD&A, as of the end of fiscal year 2024, each of Messrs.

Weigand, Clegg and Kao participated in a Performance Incentive Award for fiscal year 2024 payable for Mr.

Weigand 20% in cash and 80% in PRSUs, and payable for Messrs.

Clegg and Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2024.

Based on the design of the Performance Incentive Award, there was essentially no target number of PRSUs to be earned, but the award was capped at a payout of no more than 2,500,000 RSUs.

The actual PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards are expected to be granted in 2025, as disclosed in CD&A above, and will appear in this table in subsequent years.

(15) The RSUs vest at the rate of 25% on November 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2028.

Fiscal Year 2025 Option Exercises and Stock Vested

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(1) The value disclosed in this column is based on the difference between the price of our common stock at the time of exercise and the exercise price.

(2) The values disclosed in this column are based on the closing price of our common stock on the date of vesting, multiplied by the gross number of shares vested.

(2) The values disclosed in this column are based on the closing price of our common stock on the date of vesting, multiplied by the number of shares vested.

Fiscal Year 2025 Pension Benefits and Nonqualified Deferred Compensation

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As such, the Pension Benefits disclosure and Nonqualified Deferred Compensation disclosure for fiscal year 2025 are omitted from this Annual Report.

SMCI | 2024 Form 10-K | 164

Fiscal Year 2025 Potential Payments Upon Termination or Change of Control

Other than as set forth below or described elsewhere in this Item 11, “Executive Compensation,” we do not currently, and did not during fiscal year 2025 have, any arrangements with any of our NEOs that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company.

Other than with respect to each of the 2021 CEO Performance Award and 2023 CEO Performance Award, the Company’s stock option agreements generally provide for three months of exercise of vested options after termination of service, one year of exercise after disability, and one year of exercise after death.

SMCI | 2025 Form 10-K | 158

Other than with respect to each of the 2021 CEO Performance Award and 2023 CEO Performance Award, our stock option agreements generally provide vested options that may be exercised for three months after termination of service, one year after termination of service for disability, and one year after death.

Each of the 2021 CEO Performance Award and 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

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The 2021 CEO Performance Award has fully vested.

With respect to the 2023 CEO Performance Award, the first three tranches consisting of options for 3,000,000 shares under the 2023 CEO Performance Award would have been earned thereunder for a change in control occurring on June 28, 2024 (based on the closing stock price of $81.94 on such date which was the last trading day of fiscal year 2024).

With respect to the 2023 CEO Performance Award, the first four tranches consisting of options for 4,000,000 shares under the 2023 CEO Performance Award have vested as of June 30, 2025.

The exercise price under the 2023 CEO Performance Award is $45.00.

As a result, the intrinsic value of these options for 3,000,000 shares would have been $110.8 million on June 28, 2024.

Based on the closing price of $49.01 on June 30, 2025, the intrinsic value of these vested options for 4,000,000 shares would have been approximately $16.0 million on June 30, 2025.

Fiscal Year 2025 CEO Pay Ratio

For fiscal year 2025, the ratio of the annual total compensation of Mr.

Liang, our CEO (“2024 CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr.

Liang, our Chief Executive Officer (“2025 CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr.

Liang (“2024 Median Annual Compensation”), was 0.16 to 1.

For purposes of this pay ratio disclosure, 2025 CEO Compensation was determined to be $13,518, which represents the total compensation reported for Mr.

Liang under the “Fiscal Year 2024 Summary Compensation Table,” plus the Company’s contribution to group health and welfare benefits provided to Mr.

2024 Median Annual Compensation for the identified median employee was determined to be $142,498, which includes the Company’s contribution to group health and welfare benefits provided to the median employee.

Please see the CD&A above for more information about Mr.

Liang’s compensation arrangements in place for fiscal year 2024, which included participation in the 2023 CEO Performance Award.

Liang under the “Fiscal Year 2025 Summary Compensation Table,” plus our contribution to certain non-discriminatory group health and welfare benefits provided to Mr.

2025 Median Annual Compensation for the identified median employee was determined to be $86,832 which also includes our contribution to the same non-discriminatory group health and welfare benefits provided to the median employee.

Due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate.

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We had included all 2,885 U.S.

full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries.

We had also included all 2,609 full-time, part-time, seasonal and temporary employees of the Company and our consolidated subsidiaries in the Netherlands and Taiwan.

full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries.

We also included all 2,609 full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries in the Netherlands and Taiwan.

We excluded independent contractors and “leased” workers.

We also excluded all our employees in European countries, which together represented approximately 1.5% of our total employees worldwide (5,684 individuals), which countries consisted of Belgium (1 individual), France (10 individuals), Germany (23 individuals), Italy (11 individuals), Spain (9 individual), and United Kingdom (30 individuals).

We also excluded all our employees in certain European countries, which together represented approximately 1.5% of our total employees worldwide (5,684 individuals), which countries consisted of Belgium (1 individual), France (10 individuals), Germany (23 individuals), Italy (11 individuals), Spain (9 individual), and the United Kingdom (30 individuals).

We also excluded all our employees in China (48 individuals), Japan (40 individuals), Malaysia (2 individuals), and South Korea (16 individuals), which together represented an additional approximately 1.9% of our total employees worldwide (for a total of 3.4% excluded employees).

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To determine the median of the annual total compensation of all of such employees, other than Mr.

Liang, we had generally reviewed compensation for the period beginning on July 1, 2023 and ending on the Determination Date.

Liang, we reviewed compensation for the period beginning on July 1, 2023 and ending on the Determination Date.

We had totaled, for each included employee other than Mr.

Liang, base earnings (salary, hourly wages and overtime, as applicable) and cash bonuses paid during the measurement period, plus the Company’s contribution to group health and welfare benefits.

Liang, base earnings (salary, hourly wages and overtime, as applicable) and cash bonuses paid during the measurement period, plus our contribution to group health and welfare benefits.

We did not use any statistical sampling or cost-of-living adjustments for those purposes.

A portion of our employee workforce (full-time and part-time) had worked for less than the full fiscal year (due to mid-measurement period start dates, disability status or similar factors, etc.).

In determining the median employee, we had generally annualized the total compensation for such individuals other than temporary or seasonal employees (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

In determining the median employee, we generally annualized the total compensation for such individuals other than temporary or seasonal employees (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

In calculating our Chief Executive Officer pay ratio for fiscal year 2025, we did not go through a renewal of the process (described above) of identifying a median employee as was conducted for fiscal year 2024.

This is because we believe that there has been no change in our employee population or employee compensation arrangements during fiscal year 2025 that would result in a significant change to our Chief Executive Officer pay ratio disclosure.

We continued to use the same identified Median Employee fiscal year 2024 for fiscal year 2025.

SMCI | 2025 Form 10-K | 159

Compensation Program Risk Assessment

We have previously assessed our compensation programs and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

We assessed our compensation programs and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

We concluded that our compensation policies and practices do not encourage excessive or inappropriate risk-taking.

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Each director serving in a non-chairperson capacity on the Audit Committee receives an additional annual retainer of $15,000, each director serving in a non-chairperson capacity on the Compensation Committee receives an additional annual retainer of $10,000 and each director serving in a non-chairperson capacity on the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500, in each case payable quarterly in cash.

Finally, non-employee directors were entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings, provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”).

During fiscal year 2024, each of Messrs.

Fairfax and Liu attended 20 Excess Meetings, Mr.

Tuan attended nine Excess meetings, Ms.

Lin attended four Excess Meetings, and Mr.

Blair attended three Excess Meetings during fiscal year 2024.

Finally, non-employee directors were entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings (the “Excess Meeting Fee”), provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”).

For purposes of calculating the respective Excess Meeting Fee payouts, non-employee directors only receive credit for one Excess Meeting per day.

Based on this calculation method, during fiscal year 2025, Mr.

Fairfax attended 77 Excess Meetings, Ms.

Giordano attended 20 Excess Meetings, Mr.

Liu attended 80 Excess Meetings, Mr.

Tuan attended 32 Excess meetings, Ms.

Lin attended 72 Excess Meetings, Mr.

Angel attended 8 Excess Meetings, and Mr.

Blair attended 76 Excess Meetings.

In addition, for their service during a fiscal year, non-employee directors also receive an annual equity grant with a value equal to $255,000 (the “Award Value”), with the ultimate number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the “Grant Date Stock Price”).

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provided, however, that in the event service by such lead independent director ends prior to such date, (i) a pro rata number of such stock options vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director and (ii) vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service by such director with us (but in any event no later than the expiration date of such stock options).

The following table shows for fiscal year 2024 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2024:

SMCI | 2025 Form 10-K | 161

The following table shows for fiscal year 2025 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2025:

FISCAL YEAR 2025 DIRECTOR COMPENSATION (1)

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Daniel Fairfax (4)

Judy Lin 77,993 124,163 127,197 — 329,353

212,695 160,768 — — 373,463

Judy Lin 210,827 80,384 127,436 — 418,647

Robert Blair 216,375 80,384 127,436 — 424,195

Sherman Tuan 129,385 160,768 — — 290,153

Shiu Leung (Fred) Chan (5)

70,705 — 254,505 — 325,210

Tally Liu 240,000 112,468 154,900 — 507,368

(1) Susan Mogensen (Susie Giordano) was appointed to the Board in August 2024, and did not receive non-employee director compensation during fiscal year 2024 which ended June 30, 2024.

Susan Mogensen (Susie Giordano) (5)

76,894 166,503 — 243,397

Scott Angel (6)

18,340 53,487 — — 71,827

(1) This column consists of annual director fees, lead independent director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2025.

(2) The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2025 calculated in accordance with ASC Topic 718.

Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Note 11, “Stock-based Compensation and Stockholders’ Equity” in the Notes to the Consolidated Financial Statements for fiscal year 2024 included in the Annual Report.

Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Item II, Part 8, Note 11, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2025 included in the Annual Report.

The grant of RSUs made in connection with director service to each of Mr.

Tuan had a grant date fair value of $50.88 per share.

The grants of RSUs and options to Mr.

Liu made in connection with lead independent director service had a grant date fair value of $58.35 per share and $26.74 per share, respectively.

The grant of RSUs to Mr.

Liu made in connection with lead independent director service had a grant date fair value of $42.95 per share.

The grant of RSUs made in connection with director service to each of Ms.

Mogensen and Mr.

Angel had grant date fair value of $56.25 per share and $31.99, respectively.

(3) The dollar amounts in this column represent the aggregate grant date fair values of the Option awards granted during fiscal year 2025 calculated in accordance with ASC Topic 718.

The grant of options made in connection with director service to each of Mr.

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Liu made in connection with lead independent director service had a grant date fair value of $26.41 per share.

Chan resigned as a director on March 11, 2024.

Fairfax did not stand for reelection to the Board at the Annual Meeting of Shareholders held on June 4, 2025, on which date his service as a director ended.

(5) Susan Mogensen (Susie Giordano) was appointed to the Board on August 15, 2024.

(6) Scott Angel was appointed to the Board on March 31, 2025.

The table below sets forth the aggregate number of shares underlying stock and option awards held by our non-employee directors as of June 30, 2025.

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Option Awards

Daniel Fairfax — —

Judy Lin — 16,550

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Sherman Tuan — —

Shiu Leung (Fred) Chan (3)

Tally Liu 747 18,610

(1) Susan Mogensen (Susie Giordano) was appointed to the Board in August 2024, and did not receive stock or option awards during fiscal year 2024 which ended June 30, 2024.

Susan Mogensen (Susie Giordano) — —

Scott Angel — —

(1) For fiscal year 2025, we made grants for non-employee director service under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan on August 24, 2023, to such persons serving on such date, which grants had a vesting commencement date of June 30, 2023.

2020 Equity and Incentive Compensation Plan on August 9, 2024, to Mr.

Tuan serving on such date, which grants had a vesting commencement date of June 30, 2024.

We also made grants to Ms.

Mogensen and Mr.

Angel on August 26, 2024 and May 9, 2025, respectively.

All such awards granted to the non-employee directors vested on June 30, 2025.

As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2025, except for Mr.

Liu who received awards of RSUs and options on February 1, 2024 in connection with his service as lead independent director which awards vest on December 6, 2024.

Chan resigned as a director on March 11, 2024.

Liu who received awards of RSUs and options on February 27, 2025 in connection with his service as lead independent director which awards vest on January 29, 2026.

SMCI | 2025 Form 10-K | 162

Compensation Committee Interlocks and Insider Participation

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In addition, during fiscal year 2025, none of our executive officers served as a member of the compensation committee of the board of directors of any other entity that has one or more executive officers who served on our Compensation Committee of the Board.

Sherman Tuan and Mr.

Tally Liu served on the Compensation Committee during all of fiscal year 2025.

Susan Mogensen (Susie Giordano) served on the Compensation Committee during a portion of fiscal year 2025 with her appointment commencing on June 4, 2025.

SMCI | 2025 Form 10-K | 163

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of January 31, 2025, by:

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of July 31, 2025, by:

• Each of the NEOs during fiscal year 2025;

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NEOs and Directors:

Charles Liang (4)

Charles Liang & Sara Liu (4)

82,071,594 13.5 %

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David Weigand (7)

78,801,056 13.0 %

Tally Liu (8)

Daniel Fairfax 198,330 *

Judy Lin (10)

Robert Blair (10)

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61,946,070 10.4 %

Entities Affiliated with G1 Execution Services, LLC (16)

30,807,190 5.2 %

Total executive officers, directors & 5% or more stockholders

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(2) Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or RSUs subject to vesting.

(3) Calculated on the basis of 593,481,352 shares of common stock outstanding as of January 31, 2025, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after January 31, 2025 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4) Includes 11,300,000 shares issuable upon the exercise of options exercisable within 60 days after January 31, 2025.

Additionally, 1,000,000 shares from first tranche of FY2023 CEO Performance Grant was not reported in this table but will be exercisable within 60 days after January 31, 2025 upon certification by the Board shortly after the filing of this Annual Report.

Also includes 26,477,520 shares jointly held by Mr.

Liang and Sara Liu, his spouse, 44,406 shares held directly by Ms.

Liu and 48,540 options exercisable by, and 4,470 RSU shares issuable to, Ms.

Liu within 60 days after January 31, 2025.

See footnote 8.

(5) Includes 39,950 options exercisable and 1,020 RSU shares issuable within 60 days after January 31, 2025.

(6) Includes 212,660 options exercisable and 1,830 RSU share issuable within 60 days after January 31, 2025.

(7) Includes 208,440 options exercisable and 2,670 RSU share issuable within 60 days after January 31, 2025.

(8) Includes 48,540 options exercisable and 4,470 RSU shares issuable within 60 days after January 31, 2025.

Also includes 26,477,520 shares jointly held by Ms.

Liang, her spouse, 40,926,120 shares held by Charles Liang, and 11,300,000 shares issuable to Mr.

Liang upon the exercise of options exercisable within 60 days after January 31, 2025.

See footnote 4.

(9) Includes 12,420 options exercisable within 60 days after January 31, 2025.

(10) Includes 11,400 options exercisable within 60 days after January 31, 2025.

SMCI | 2024 Form 10-K | 169

(11) Includes 22,810 options exercisable within 60 days after January 31, 2025.

(12) Includes 178,120 options exercisable and 8,750 RSU shares issuable within 60 days after January 31, 2025.

(13) Includes 12,053,080 shares issuable upon the exercise of options exercisable within 60 days after January 31, 2025.

(3) Calculated on the basis of 594,273,308 shares of common stock outstanding as of July 31, 2025, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after July 31, 2025 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4) Includes the aggregate number of shares held by both Charles Liang and Sara Liu, including 55,726,120 shares held by Charles, 667,954 shares held by Sara, and 25,677,520 shares held jointly.

Charles' and Sara's shares include 15,300,000 and 63,160, respectively, options exercisable and Sara's 2,110 RSU shares issuable within 60 days after July 31, 2025.

(5) Includes 61,420 options exercisable and 2,300 RSU shares issuable within 60 days after July 31, 2025.

(6) Includes 192,380 options exercisable and 1,830 RSU share issuable within 60 days after July 31, 2025.

(7) Includes 277,350 options exercisable and 4,150 RSU share issuable within 60 days after July 31, 2025.

(8) Includes 17,570 options exercisable within 60 days after July 31, 2025.

(9) Includes 16,550 options exercisable within 60 days after July 31, 2025.

(10) Includes 14,360 options exercisable within 60 days after July 31, 2025.

(11) Includes 215,620 options exercisable and 8,750 RSU shares issuable within 60 days after July 31, 2025;

14,990,450 shares held by The Liaw Family Trust, for which Mr.

Liaw and his spouse serve as trustees, and 193,770 shares held by Mr.

Liaw’s spouse.

(12) Includes 16,254,045 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2025.

(13) The information is based solely on the Amendment No.

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The address of the reporting person is 50 Hudson Yards, New York, New York 10001.

SMCI | 2025 Form 10-K | 164

(14) The information is based solely on the Amendment No.

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The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(16) The information is based solely on the Schedule 13G filed on November 14, 2024 by G1 Execution Services, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC, which are affiliated independent broker-dealers.

G1 Execution Services, LLC has sole voting power over 7,780 shares, shared voting power over 30,807,190 shares, sole dispositive power over 7,780 shares, and shared dispositive power over 30,807,190 shares.

Susquehanna Investment Group has sole voting power over 966,000 shares, shared voting power over 30,807,190 shares, sole dispositive power over 966,000 shares and shared dispositive power over 30,807,190 shares.

Susquehanna Securities, LLC has sole voting power over 29,833,410 shares, shared voting power over 30,807,190 shares, sole dispositive power over 29,833,410 shares, and shared dispositive power over 30,807,190 shares.

The address of G1 Execution Services, LLC is 175 W.

Jackson Blvd., Suite 1700, Chicago, IL 60604.

The address of each of Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E.

City Avenue, Suite 220, Bala Cynwyd, PA 19004.

Equity Compensation Plan Information

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These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

SMCI | 2024 Form 10-K | 170

Transactions with Related Parties, Promoters and Certain Control Persons

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In addition, our certificate of incorporation contains provisions limiting the liability of our directors and our bylaws contain provisions requiring us to indemnify our officers and directors.

SMCI | 2025 Form 10-K | 165

Equity-Based Awards

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Hung received total compensation of $214,482 in fiscal year 2025.

The total compensation includes equity gain of $325,752 (principally from the exercise of stock options and RSU release), in addition to salary and bonus.

The total compensation includes equity gain of $103,732 (principally from RSU release), in addition to salary and bonus.

As of June 30, 2025, Sara Liu, who is Charles Liang’s spouse and is related to Mr.

Hung as outlined above, is a Co-Founder, Senior Vice President, and director of the Company, and received total compensation of $4,373,303 in fiscal year 2024.

The total compensation includes equity gain of $3,894,006 (principally from the exercise of stock options and RSU release), in addition to salary and bonus.

Hung as outlined above, is a Co-Founder, Senior Vice President, and director employed by us, and received total compensation of $1,227,385 in fiscal year 2025.

The total compensation includes equity gain of $737,911 (principally from RSU release), in addition to salary and bonus.

As of June 30, 2025, Bill Liang, who is the son of Sara Liu and Charles Liang and nephew of Bill Liang, who serves as the Chief Executive Officer of Compuware, is employed in our systems engineering organization in San Jose, California.

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The total compensation includes an equity gain of $1,376,988 (principally from the RSU release), in addition to salary and bonus.

SMCI | 2024 Form 10-K | 171

Transactions with Ablecom and Compuware

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Ablecom’s Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board.

Charles Liang and his spouse, Sara Liu, who is also an officer and director of our company, collectively owned approximately 10.5% of Ablecom’s capital stock as of June 30, 2024.

Based upon information publicly available in Taiwan on April 30, 2024 for Leadtek (as defined below), (i) Steve Liang, his spouse, and entities owned by Steve Liang and his family members owned approximately 35% of Ablecom’s stock, (ii) a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director, owns approximately 11.7% of Ablecom’s capital stock, and (iii) Bill Liang, a brother of both Charles Liang and Steve Liang, owned approximately 1.77% of Ablecom’s stock.

Steve Liang and his family members owned approximately 35.0% of Ablecom’s stock.

Charles Liang and his spouse, Sara Liu, an officer and director of our company, collectively owned approximately 10.5% of Ablecom’s capital stock as of June 30, 2025.

Bill Liang, a brother of both Charles Liang and Steve Liang, owned approximately 1.8% of Ablecom’s stock.

Bill Liang is also a member of the Board of Directors of Ablecom.

Bill Liang is also the Chief Executive Officer of Compuware, and Chairman of Compuware’s Board of Directors.

Steve Liang is also a member of Compuware’s Board of Directors.

Based upon information publicly available in Taiwan on April 30, 2024 for Leadtek (as defined below), (i) Ablecom owned approximately 15.0% of Compuware’s stock, (ii) Bill Liang, his family members, and entities owned by Bill Liang and his family members owned approximately 16.0% of Compuware’s stock, (iii) a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director, owns approximately 8.7% of Compuware’s capital stock.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware, and the Company does not own any of Ablecom or Compuware's capital stock.

In addition, a sibling of Yih-Shyan (Wally) Liaw, who is the Senior Vice President, Business Development and a director, owns approximately 11.7% of Ablecom’s capital stock.

Bill Liang and his family members owned approximately 16.0% of Compuware’s stock.

Ablecom owned approximately 15.0% of Compuware’s stock.

In addition, the sibling of Yih-Shyan (Wally) Liaw owns approximately 8.7% of Compuware’s capital stock.

Bill Liang serves as the Chief Executive Officer and Chairman of the Board of Directors of Compuware, and Steve Liang is also a member of Compuware’s Board of Directo rs.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware, and we do not own any of Ablecom or Compuware’s capital stock.

SMCI | 2025 Form 10-K | 166

We have entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

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We frequently review and negotiate with Compuware the amount of the “manufacturing value added” fee that will be included in the price of the products we purchase from Compuware.

Ablecom’s sales to us comprise a substantial majority of Ablecom’s net sales.

Ablecom’s sales to us comprise a majority of Ablecom’s net sales.

For fiscal years ended June 30, 2025, 2024, and 2023, we purchased products from Ablecom totaling $321.9 million, $269.3 million, and $167.8 million, respectively.

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For the fiscal years ended June 30, 2025, 2024, and 2023, we paid Ablecom $23.7 million, $16.5 million, and $12.1 million, respectively, for design services, tooling assets and miscellaneous costs.

SMCI | 2024 Form 10-K | 172

Compuware’s sales of our products to others comprise a majority of Compuware’s net sales.

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We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer.

SMCI | 2025 Form 10-K | 167

Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products.

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Certain affiliates of Ablecom serve as directors of the Management Company.

See Note 1,“Organization and Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding the Management Company.

SMCI | 2024 Form 10-K | 173

Other transactions

During the fiscal year ended June 30, 2024, we made $0.5 million in sales and purchased $0.1 million in products from Green Earth Liang’s Inc., an entity affiliated with our Chief Executive Officer .

During the fiscal year ended June 30, 2025, we had immaterial chargebacks from Green Earth, an entity affiliated with our CEO.

During the fiscal year ended June 30, 2024, we made $0.5 million in sales and purchased $0.1 million in products from Green Earth.

Such sales were made at market prices and on other terms which were arm’s length.

During fiscal year 2024 we sold approximately $0.1 million of products indirectly to Aeon Lighting Technology Inc.

(“Aeon Lighting”) through a systems integrator.

During the fiscal year ended June 30, 2025, we had no sales to and purchases from Aeon Lighting.

Aeon Lighting is a company incorporated under the laws of Taiwan and owned more than 10% by James Liang, a brother of Charles Liang.

James Liang is also a director of Aeon Lighting and serves as CEO of such entity.

The Company’s products were sold at market prices and on arm’s length terms.

In October 2023, Ablecom and Compuware acquired an approximate 30% interest in Leadtek Research Inc.

(“Leadtek”), a Taiwan company specializing in providing professional graphics cards and workstation solutions (the “Leadtek Investment”).

Prior to the Leadtek Investment, none of the Company’s related persons had direct or indirect material interests in any transactions in which the Company was a participant with Leadtek.

During fiscal year ended June 30, 2024, we sold approximately $0.1 million of products indirectly to Aeon Lighting through a systems integrator.

Our products were sold at market prices and on arm’s length terms.

In June 2025, we acquired an approximately 11% interest in Ampera, Inc.

(“Ampera”), a clean energy technology company focused on the development and deployment of advanced battery storage solutions.

We represent approximately 33% on the board of directors as we have one board of director seat on a board of three.

With the combination of our 11% equity interest and board representation, we have the ability to exercise significant influence over the operating and financial policies of Ampera.

For the fiscal year ended June 30, 2025, we had no sale or purchases transactions with Ampera.

As of June 30, 2025, there was no balance due to and from Ampera.

In October 2023, Ablecom and Compuware acquired an approximate 30% interest in Leadtek, a Taiwan company specializing in providing professional graphics cards and workstation solutions.

Prior to the Leadtek Investment, none of our related persons had direct or indirect material interests in any transactions in which we were a participant with Leadtek.

Accordingly, no prior disclosure of transactions with Leadtek was required under Item 404(a) of Regulation S-K.

Commencing with the closing of the Leadtek Investment, Steve Liang and Bill Liang have served as two of the seven members of the Leadtek board of directors.

At the time of Leadtek Investment, Leadtek was, and it continues to be, an authorized reseller of the Company.

Since the closing of the Leadtek Investment, the Company has engaged in transactions whereby it sold $1.4 million of servers to Leadtek and $2.1 million of purchases of graphics cards from Leadtek.

At the time of Leadtek Investment, Leadtek was, and it continues to be, an authorized reseller for us.

During the year ended 2025 and 2024, we engaged in transactions whereby it sold $0.7 million and $1.4 million of server to Leadtek, and purchased $0.5 million and $2.1 million of graphic cards from Leadtek, respectively.

In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $12.9 million from Chien-Tsun Chang, the spouse of Steve Liang.

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Principal Accounting Fees and Services

Deloitte & Touche LLP had served as our independent registered public accounting firm for the fiscal year 2023 and had been dismissed upon effective completion of the audit of the financial statements for the fiscal year 2023.

On March 15, 2023, the Audit Committee appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year 2024.

On October 24, 2024, EY resigned from its position as our independent registered public accounting firm.

On November 18, 2024, the Audit Committee appointed BDO USA, P.C.

(“BDO”) as our independent registered public accounting firm for the fiscal year 2024.

(“BDO”) as our independent registered public accounting firm, beginning with fiscal year 2024.

Independent Registered Public Accounting Firm Fees and Services

The following table sets forth the aggregate audit fees billed to us by:

– BDO, fees paid to BDO for services in the fee categories indicated below for fiscal year 2024;

– Deloitte Touche Tohmatsu LLP, and their respective affiliates (collectively, “Deloitte”), in fiscal year 2023, as well as fees paid to Deloitte for services in the fee categories indicated below for fiscal year 2023.

The Audit Committee considered the scope and fee arrangements for all services provided by BDO and Deloitte, as the case may be, taking into account whether the provision of non-audit services was compatible with maintaining the independence of the respective independent registered public accounting firm, and had pre-approved the respective services described below.

Amounts in '000s June 30, 2024 June 30, 2023

The Audit Committee considered the scope and fee arrangements for all services provided by BDO, as the case may be, taking into account whether the provision of non-audit services was compatible with maintaining the independence of the respective independent registered public accounting firm, and had pre-approved the respective services described below.

Aggregate fees shown in the table below for fiscal 2025 and fiscal 2024, respectively, represent fees billed or expected to be billed by our independent registered accounting firm (in thousands):

June 30, 2025 June 30, 2024

$ 8,263 $ 8,578

Audit-Related Fees — —

Tax Fees — 445

All Other Fees — —

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*Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements.

(2) Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of consolidated financial statements and certain statutory audits.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee determined all services performed by BDO and Deloitte, as the case may be, were compatible with maintaining the independence of such firm during the period it served as our independent registered public accounting firm.

The Audit Committee determined all services performed by BDO, as the case may be, were compatible with maintaining the independence of such firm during the period it served as our independent registered public accounting firm.

The Audit Committee’s policy on approval of services performed by the independent registered public accounting firm is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm during the fiscal year.

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(1) Financial Statements

SMCI | 2024 Form 10-K | 175

Index to Consolidated Financial Statements Page

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Notes to Consolidated Financial Statements

SMCI | 2025 Form 10-K | 169

(2) Financial Statement Schedules

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as amended by the Certificate of Amendment to Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.

(incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (Commission File No.

001-33383) filed with the Commission on February 25, 2025)

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 3.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on September 30, 2024)

3.3 Amended and Restated Bylaws of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 3.4 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

333-138370), filed with the Securities and Exchange Commission on March 27, 2007)

4.1 Specimen Stock Certificate for Shares of Common Stock of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 4.1 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

Description of Securities

333-138370), filed with the Securities and Exchange Commission on March 27, 2007)

4.2 Description of Securities (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Commission on February 25, 2025)

First Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc.

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001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

Form of Note, between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (included within Exhibit 4.7)

Indenture related to 0.

00 % Convertible Senior Notes due 20 30 , as of Ju ne 26 , 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 27, 2025)

SMCI | 2025 Form 10-K | 170

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10.23 Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan, as amended and restated, effective January 22, 2024 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 25, 2024)

2020 Equity and Incentive Compensation Plan, as further amended and restated, effective J une 4 , 202 5 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 6, 2025)

10.24 Form of Restricted Stock Units Notice of Grant and Agreement (Associated with the Director Compensation Plan adopted in August 2023) (Incorporated by reference to Exhibit 10.57 from the Company’s Annual Report on Form 10-K (Commission File No.

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10.38 Summary of Short-Term Credit Facilities with CTBC Bank Co., Ltd.

dated as of January 23, 2024 (Incorporated by reference to Exhibit 10.3 filed with the Company’s Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 20, 2024)

dated as of February 2 7 , 202 5 (Incorporated by reference to Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 12, 2025)

10.39 Form of Amendment Agreement to the Capped Call Confirmations (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

10.40 Form of [Base][Additional]Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 27, 2025)

10.41 Summary of Terms & Conditions for the 10-Year Term Loan Facility, dated May 6, 2020 between Super Micro Computer Inc.

Taiwan and CTBC Bank (Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.42 Summary of Short-Term Credit Facilities with CTBC Bank, Co., Ltd.

dated as of February 27, 2025 (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 12, 2025)

Receivables Purchase Agreement betwee n Super Micro Computer, Inc., and MUFG Bank, Ltd., Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 16, 2025)

14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 from the Company’s Current Report on 8-K (Commission File No.

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31.1+ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2+ Certification of Chief Financial Officer p ursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2+ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2+ Certification of C hief Financial Officer p ursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy Relating to Recovery of Erroneously Awarded Compensation

32.2+ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SMCI | 2025 Form 10-K | 173

Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97.1 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 25, 2025)

101.INS+ XBRL Instance Document

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101.PRE+ XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

+ Filed herewith

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‡ Certain portions of this document, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy, have been redacted in accordance with Regulation S-K Item 606(a)(6)

SMCI | 2024 Form 10-K | 179

† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)

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SUPER MICRO COMPUTER, INC.

February 25, 2025 /s/ Charles Liang

August 28, 2025 /s/ Charles Liang

Charles Liang

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Name Title Date

/s/ Charles Liang President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) February 25, 2025

/s/ Charles Liang President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) August 28, 2025

CHARLES LIANG

/s/ David Weigand Senior Vice President, Chief Financial Officer (Principal Financial Officer)

February 25, 2025

August 28, 2025

DAVID WEIGAND

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Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

February 25, 2025

August 28, 2025

KENNETH CHEUNG

/s/ Sara Liu Director February 25, 2025

/s/ Daniel Fairfax Director February 25, 2025

DANIEL FAIRFAX

/s/ Judy Lin Director February 25, 2025

/s/ Robert Blair Director February 25, 2025

/s/ Sherman Tuan Director February 25, 2025

/s/ Sara Liu Director August 28, 2025

/s/ Judy Lin Director August 28, 2025

/s/ Robert Blair Director August 28, 2025

/s/ Scott Angel

August 28, 2025

/s/ Sherman Tuan Director August 28, 2025

/s/ Susan Mogensen (Susie Giordano)

Director February 25, 2025

Director August 28, 2025

SUSAN MOGENSEN (SUSIE GIORDANO)

/s/ Tally Liu Director February 25, 2025

/s/ Tally Liu Director August 28, 2025

/s/ Yih-Shyan (Wally) Liaw

Director February 25, 2025

Director August 28, 2025

YIH-SHYAN (WALLY) LIAW

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures