3 unchanged sentences
(in thousands, except par value per share amounts)
−Removed: December 31, June 30,
+Added: March 31, June 30,
Current assets:
Cash and cash equivalents $ 1,290,324 $ 5,169,911
−Removed: Accounts receivable, net of allowance for credit losses of $ 572 and $ 0 at December 31, 2025 and June 30, 2025, respectively (including accounts receivable from related parties of $ 1,964 and $ 393 at December 31, 2025 and June 30, 2025, respectively)
+Added: Accounts receivable, net of allowance for credit losses of $ 488 and $ 0 at March 31, 2026 and June 30, 2025, respectively (including accounts receivable from related parties of $ 633 and $ 393 at March 31, 2026 and June 30, 2025, respectively)
8,413,396 2,203,942
Inventories 11,103,376 4,680,375
−Removed: Prepaid expenses and other current assets (including receivables from related parties of $ 632 and $ 13,745 at December 31, 2025 and June 30, 2025, respectively)
+Added: Prepaid expenses and other current assets (including receivables from related parties of $ 28,714 and $ 13,745 at March 31, 2026 and June 30, 2025, respectively)
761,190 247,426
6 unchanged sentences
Current liabilities:
−Removed: Accounts payable (including amounts due to related parties of $ 149,848 and $ 129,752 at December 31, 2025 and June 30, 2025, respectively)
+Added: Accounts payable (including amounts due to related parties of $ 134,052 and $ 129,752 at March 31, 2026 and June 30, 2025, respectively)
$ 3,686,991 $ 1,281,977
−Removed: Accrued liabilities (including amounts due to related parties of $ 1,619 and $ 1,044 at December 31, 2025 and June 30, 2025, respectively)
+Added: Accrued liabilities (including amounts due to related parties of $ 1,330 and $ 1,044 at March 31, 2026 and June 30, 2025, respectively)
830,007 565,637
Income taxes payable 38,333 53,381
−Removed: Lines of credit and current portion of term loans
−Removed: 201,776 75,060
+Added: Lines of credit and term loans 2,095,069 75,060
Deferred revenue 1,472,235 368,737
1 unchanged sentence
Deferred revenue, non-current 663,410 362,645
−Removed: Term loans, non-current
−Removed: 21,437 37,415
+Added: Lines of credit and term loans, non-current 2,018,675 37,415
Convertible notes
4,659,357 4,645,178
−Removed: Other long-term liabilities (including amounts due to related parties of $ 658 and $ 608 at December 31, 2025 and June 30, 2025, respectively)
+Added: Other long-term liabilities (including amounts due to related parties of $ 494 and $ 608 at March 31, 2026 and June 30, 2025, respectively)
412,361 326,528
5 unchanged sentences
Issued and outstanding shares:
−Removed: 598,926 and 594,137 at December 31, 2025 and June 30, 2025, respectively
+Added: 601,378 and 594,137 at March 31, 2026 and June 30, 2025, respectively
3,087,963 2,866,449
11 unchanged sentences
(in thousands, except per share amounts)
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Three Months Ended March 31, Nine Months Ended March 31,
2026 2025 2026 2025
−Removed: Net sales (including related party sales of $ 10,110 and $ 11,277 in the three months ended December 31, 2025 and 2024, respectively, and $ 19,061 and $ 26,152 in the six months ended December 31, 2025 and 2024, respectively)
+Added: Net sales (including related party sales of $ 4,879 and $ 7,647 in the three months ended March 31, 2026 and 2025, respectively, and $ 23,940 and $ 33,799 in the nine months ended March 31, 2026 and 2025, respectively)
$ 10,243,014 $ 4,599,913 $ 27,943,295 $ 16,215,131
−Removed: Cost of sales (including related party purchases of $ 191,794 and $ 136,109 in the three months ended December 31, 2025 and 2024, respectively, and $ 347,122 and $ 376,161 in the six months ended December 31, 2025 and 2024, respectively)
+Added: Cost of sales (including related party purchases of $ 202,840 and $ 115,519 in the three months ended March 31, 2026 and 2025, respectively, and $ 549,962 and $ 491,680 in the nine months ended March 31, 2026 and 2025, respectively)
9,224,334 4,159,695 25,658,675 14,329,311
6 unchanged sentences
Income from operations 625,868 146,780 1,282,422 1,024,603
−Removed: Other income, net
−Removed: 225 4,183 96 3,409
+Added: Other income (expense), net 4,147 ( 32,967 ) 4,243 ( 29,558 )
Interest income 45,437 14,654 147,835 31,437
16 unchanged sentences
(in thousands)
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Three Months Ended March 31, Nine Months Ended March 31,
2026 2025 2026 2025
Net income $ 483,387 $ 108,777 $ 1,052,236 $ 853,700
−Removed: Other comprehensive loss, net of tax:
−Removed: Foreign currency translation loss, net of tax ( 3 ) ( 148 ) ( 10 ) ( 54 )
−Removed: Total other comprehensive loss, net of tax ( 3 ) ( 148 ) ( 10 ) ( 54 )
+Added: Other comprehensive (loss) income, net of tax:
+Added: Foreign currency translation (loss) gain, net of tax ( 3 ) 11 ( 13 ) ( 43 )
+Added: Total other comprehensive (loss) income, net of tax ( 3 ) 11 ( 13 ) ( 43 )
Total comprehensive income $ 483,384 $ 108,788 $ 1,052,223 $ 853,657
7 unchanged sentences
Capital Accumulated
−Removed: Comprehensive Income Retained
+Added: Comprehensive Income (Loss) Retained
Earnings Non-controlling Interest Total
20 unchanged sentences
598,925,891 $ 2,987,932 $ 695 $ 4,003,388 $ 162 $ 6,992,177
+Added: Exercise of stock options 497,424 5,422 — — — 5,422
+Added: Release of shares of common stock upon vesting of restricted stock units 2,911,986 — — — — —
+Added: Shares withheld for withholding taxes related to settlement of equity awards ( 957,469 ) ( 31,325 ) — — — ( 31,325 )
+Added: Stock-based compensation — 125,934 — — — 125,934
+Added: Other comprehensive loss — — ( 3 ) — — ( 3 )
+Added: Net income (loss) — — — 483,387 ( 1 ) 483,386
+Added: Balance at March 31, 2026
+Added: 601,377,832 $ 3,087,963 $ 692 $ 4,486,775 $ 161 $ 7,575,591
+Added: SMCI | Q3 2026 Form 10-Q | 4
+Added: SUPER MICRO COMPUTER, INC.
+Added: CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued)
+Added: (in thousands, except share amounts)
Common Stock and
1 unchanged sentence
Capital Accumulated
−Removed: Comprehensive Income Retained
+Added: Comprehensive Income (Loss) Retained
Earnings Non-controlling Interest Total
20 unchanged sentences
593,481,352 $ 2,907,052 $ 652 $ 3,330,603 $ 159 $ 6,238,466
+Added: Exercise of stock options 1,250,287 7,584 — — — 7,584
+Added: Release of shares of common stock upon vesting of restricted stock units 3,028,380 — — — — —
+Added: Shares withheld for withholding taxes related to settlement of equity awards ( 994,893 ) ( 41,925 ) — — — ( 41,925 )
+Added: Stock-based compensation — 84,922 — — — 84,922
+Added: Tax impact of amendment to capped call transactions — ( 18,357 ) — — — ( 18,357 )
+Added: Other comprehensive income — — 11 — — 11
+Added: Net income — — — 108,777 1 108,778
+Added: Balance at March 31, 2025
+Added: 596,765,126 $ 2,939,276 $ 663 $ 3,439,380 $ 160 $ 6,379,479
See accompanying notes to condensed consolidated financial statements.
3 unchanged sentences
(in thousands)
−Removed: Six Months Ended December 31,
+Added: Nine Months Ended March 31,
OPERATING ACTIVITIES:
4 unchanged sentences
Amortization of right-of-use (“ROU”) assets
+Added: 26,997 10,241
Amortization of debt discount and issuance costs 17,162 6,367
3 unchanged sentences
Share of loss (income) from equity investee 1,293 ( 2,053 )
−Removed: Unrealized foreign currency exchange loss (gain) 159 ( 300 )
+Added: Unrealized foreign currency exchange (gain) loss ( 4,428 ) 2,742
+Added: Loss on extinguishment of convertible notes — 30,251
Deferred income taxes, net ( 30,920 ) ( 134,401 )
2 unchanged sentences
Changes in operating assets and liabilities:
−Removed: Accounts receivable, net (including changes in related party balances of $( 1,571 ) and $ 6,026 during the six months ended December 31, 2025 and 2024, respectively)
+Added: Accounts receivable, net (including changes in related party balances of $( 240 ) and $ 5,878 during the nine months ended March 31, 2026 and 2025, respectively)
( 6,209,831 ) 94,782
Inventories ( 6,669,560 ) 298,847
−Removed: Prepaid expenses and other assets (including changes in related party balances of $ 13,016 and $( 5,411 ) during the six months ended December 31, 2025 and 2024, respectively)
+Added: Prepaid expenses and other assets (including changes in related party balances of $( 15,028 ) and $( 2,782 ) during the nine months ended March 31, 2026 and 2025, respectively)
( 381,738 ) ( 284,356 )
−Removed: Accounts payable (including changes in related party balances of $ 20,096 and $( 55,468 ) during the six months ended December 31, 2025 and 2024, respectively)
+Added: Accounts payable (including changes in related party balances of $ 4,300 and $( 49,991 ) during the nine months ended March 31, 2026 and 2025, respectively)
2,406,930 ( 811,690 )
−Removed: Accrued liabilities (including changes in related party balances of $ 575 and $ 148 during the six months ended December 31, 2025 and 2024, respectively)
+Added: Accrued liabilities (including changes in related party balances of $ 286 and $ 571 during the nine months ended March 31, 2026 and 2025, respectively)
232,916 52,714
1 unchanged sentence
Deferred revenue 1,404,262 249,421
−Removed: Other long-term liabilities (including changes in related party balances of $ 50 and $ 154 during the six months ended December 31, 2025 and 2024, respectively)
+Added: Other long-term liabilities (including changes in related party balances of $( 114 ) and $ 729 during the nine months ended March 31, 2026 and 2025, respectively)
Net cash (used in) provided by operating activities ( 7,556,847 ) 795,911
−Removed: ( 941,421 ) 169,147
INVESTING ACTIVITIES:
−Removed: Purchases of property, plant, and equipment (including payments to related parties of $ 5,700 and $ 6,882 during the six months ended December 31, 2025 and 2024, respectively)
+Added: Purchases of property, plant, and equipment (including payments to related parties of $ 9,366 and $ 10,508 during the nine months ended March 31, 2026 and 2025, respectively)
( 133,769 ) ( 104,536 )
1 unchanged sentence
Net cash used in investing activities ( 175,769 ) ( 104,536 )
−Removed: ( 78,491 ) ( 71,836 )
FINANCING ACTIVITIES:
4 unchanged sentences
Payment for withholding taxes related to settlement of equity awards ( 102,391 ) ( 118,960 )
−Removed: Net cash provided by (used in) financing activities 47,497 ( 337,434 )
+Added: Debt issuance costs in connection with amended 2029 Convertibles Notes — ( 31,217 )
+Added: Proceeds from issuance of 2028 Convertible Notes, net of issuance costs of $ 16,304
+Added: Proceeds related to Receivables Purchase Agreement, net 4,191 —
+Added: Other ( 26 ) 22
+Added: Net cash provided by financing activities 3,906,835 174,618
+Added: SMCI | Q3 2026 Form 10-Q | 6
+Added: Nine Months Ended March 31,
Effect of exchange rate fluctuations on cash ( 6,554 ) 826
−Removed: Net decrease in cash, cash equivalents and restricted cash ( 978,576 ) ( 239,286 )
+Added: Net (decrease) increase in cash, cash equivalents and restricted cash ( 3,832,335 ) 866,819
Cash, cash equivalents and restricted cash at the beginning of the period 5,172,301 1,670,273
Cash, cash equivalents and restricted cash at the end of the period $ 1,339,966 $ 2,537,092
−Removed: SMCI | Q2 2026 Form 10-Q | 5
−Removed: Six Months Ended December 31,
Supplemental disclosure of cash flow information:
2 unchanged sentences
Non-cash investing and financing activities:
−Removed: Unpaid property, plant and equipment purchases (including due to related parties of $ 1,807 and $ 2,960 as of December 31, 2025 and 2024, respectively)
+Added: Unpaid property, plant and equipment purchases (including due to related parties of $ 2,591 and $ 7,111 as of March 31, 2026 and 2025, respectively)
$ 16,778 $ 18,283
25 unchanged sentences
Products sold by us are shipped from our facilities or drop shipped from our vendors.
−Removed: We may use distributors to sell products to end customers.
+Added: We may use distributors or channel partners to sell products to end customers.
Revenue from distributors is recognized when the distributor obtains control of the product, which generally happens at the point of shipment or upon delivery.
39 unchanged sentences
Cash and cash equivalents are maintained with high-quality financial institutions, the composition and maturities of which are regularly monitored by management.
−Removed: We believe that the concentration of credit risk in our trade receivables is substantially mitigated by our credit evaluation process, relatively short collection terms and the high level of credit worthiness of our customers.
−Removed: For customers including distributors and direct customers, we perform ongoing credit evaluations of their financial conditions and limit the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but we generally require no collateral other than the products that we deliver to them, in which we sometimes hold a purchase money security interest under our standard terms.
−Removed: We regularly review the allowance for credit losses by considering factors such as
SMCI | Q3 2026 Form 10-Q | 9
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.
+Added: We believe that the concentration of credit risk in our trade receivables is substantially mitigated by our credit evaluation process, relatively short collection terms and the high level of credit worthiness of our customers.
+Added: For customers including distributors and direct customers, we perform ongoing credit evaluations of their financial conditions and limit the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but we generally require no collateral other than the products that we deliver to them, in which we sometimes hold a purchase money security interest under our standard terms.
+Added: We regularly review the allowance for credit losses by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.
Significant customer information is as follows:
−Removed: December 31, 2025 June 30, 2025
+Added: March 31, 2026 June 30, 2025
Percentage of accounts receivable:
2 unchanged sentences
Customer C 13.2 % 13.6 %
−Removed: ^The customer references of A-C above may represent different customers than those reported in a previous period.
−Removed: Receivables Purchase Agreement
−Removed: On July 16, 2025, we entered into a Receivables Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), by and among, us, as seller and guarantor, MUFG Bank, Ltd.
−Removed: (“MUFG”), Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto as purchasers (the “Purchasers”), and MUFG as administrative agent (in such capacity, the “Administrative Agent”).
−Removed: Pursuant to the Receivables Purchase Agreement, we may, subject to the terms and conditions set out therein, sell certain of our accounts receivable and related rights to the Purchasers (the “Purchased Receivables”).
−Removed: The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $ 1,790.0 million.
−Removed: The Purchasers may elect in their sole direction to purchase eligible accounts receivable offered by us under the Receivables Purchase Agreement at the applicable purchase discount.
−Removed: The purchase price for any Purchased Receivable will be the net invoice amount of the Purchased Receivable, minus the applicable discount, which is set at Term SOFR (as defined in the Receivables Purchase Agreement) plus a specified discount assigned to each account debtor in the range of 1.15 % - 2.80 %, and calculated on the basis of a specified discount period.
−Removed: In the event the purchase of such Purchased Receivables is not characterized as a sale, we will be deemed to have granted a security interest in such Purchased Receivables and the proceeds thereof in favor of the Purchasers.
−Removed: Either us, the Administrative Agent, or the Required Purchasers (as defined in the Receivables Purchase Agreement) have the right to terminate the Receivables Purchase Agreement with 30 days’ prior written notice to the other party, or, if a Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and be continuing, the Receivables Purchase Agreement may be terminated by the Administrative Agent or the Required Purchasers immediately upon written notice to us.
−Removed: As of December 31, 2025, no receivables have been sold under the agreement.
+Added: Customer D 12.9 % *
+Added: ^The customer references of A-D above may represent different customers than those reported in a previous period.
Accounting Pronouncements Recently Adopted
3 unchanged sentences
We adopted ASU 2024-02 on July 1, 2025, which did not have a material impact on our condensed consolidated financial statements and related disclosures.
−Removed: SMCI | Q2 2026 Form 10-Q | 9
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Recent Accounting Pronouncements Not Yet Adopted
12 unchanged sentences
We do not expect this ASU to have a material impact on our condensed consolidated financial statements other than additional disclosures.
+Added: SMCI | Q3 2026 Form 10-Q | 10
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):
25 unchanged sentences
We are currently evaluating the effects of ASU on our condensed consolidated financial statements and disclosures.
−Removed: SMCI | Q2 2026 Form 10-Q | 10
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 technical corrections, clarifications, and minor refinements across multiple ASC Topics intended to improve consistency and usability of U.S.
7 unchanged sentences
Certain prior period amounts have been reclassified to conform to the current period presentation.
−Removed: Such reclassifications did not result in changes to condensed consolidated balance sheets, statements of operations, or statements of cash flows.
+Added: Such reclassifications did not result in net changes to condensed consolidated balance sheets, statements of operations, or statements of cash flows.
+Added: SMCI | Q3 2026 Form 10-Q | 11
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Segment Information
8 unchanged sentences
Disaggregation of Revenue
−Removed: Total revenue recognized from all services and software for the three months ended December 31, 2025 and 2024 was $ 140.4 million and $ 76.9 million , respectively.
−Removed: Of this, revenue related to services recognized on an over time basis during the contract term was $ 104.1 million and $ 54.4 million for the three months ended December 31, 2025 and 2024, respectively.
−Removed: Total revenue recognized from all service and software for the six months ended December 31, 2025 and 2024 was $ 228.0 million and $ 172.7 million, respectively.
−Removed: Of this, revenue related to services recognized on an over time basis during the contract term was $ 176.0 million and $ 104.6 million for the six months ended December 31, 2025 and 2024, respectively.
−Removed: SMCI | Q2 2026 Form 10-Q | 11
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: Total revenue recognized from all services and software for the three months ended March 31, 2026 and 2025 was $ 140.5 million and $ 71.8 million , respectively.
+Added: Of this, revenue related to services recognized on an over time basis during the contract term was $ 104.4 million and $ 57.2 million for the three months ended March 31, 2026 and 2025, respectively.
+Added: Total revenue recognized from all service and software for the nine months ended March 31, 2026 and 2025 was $ 368.5 million and $ 244.5 million, respectively.
+Added: Of this, revenue related to services recognized on an over time basis during the contract term was $ 280.4 million and $ 161.8 million for the nine months ended March 31, 2026 and 2025, respectively.
International net sales are based on the country to which the products were shipped.
The following is a summary of net sales by geographic region (in thousands):
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Three Months Ended March 31, Nine Months Ended March 31,
2026 % of Total
5 unchanged sentences
(1) all other countries were individually less than 10%.
+Added: SMCI | Q3 2026 Form 10-Q | 12
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Concentration of Customer Risk
Significant customer information is as follows:
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Three Months Ended
+Added: March 31, Nine Months Ended
2026 2025 2026 2025
3 unchanged sentences
Customer C * 14.1 % * *
−Removed: ^The customer references of A-C above may represent different customers than those reported in a previous period.
+Added: Customer D 10.3 % * * 13.5 %
+Added: ^The customer references of A-D above may represent different customers than those reported in a previous period.
Contract Balances
7 unchanged sentences
Additionally, at times, deferred revenue may fluctuate due to the timing of non-refundable advance consideration received from non-cancelable contracts relating to the sale of future products.
−Removed: Revenue recognized during the three and six months ended December 31, 2025, which was included in the opening deferred revenue balance as of June 30, 2025 of $ 731.4 million, was $ 63.0 million and $ 245.8 million, respectively.
−Removed: Revenue recognized during the three and six months ended December 31, 2024, which was included in the opening deferred revenue balance as of June 30, 2024 of $ 416.4 million, was $ 47.3 million and $ 115.5 million, respectively.
−Removed: SMCI | Q2 2026 Form 10-Q | 12
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: Revenue recognized during the three and nine months ended March 31, 2026, which was included in the opening deferred revenue balance as of June 30, 2025 of $ 731.4 million, was $ 57.0 million and $ 302.8 million, respectively.
+Added: Revenue recognized during the three and nine months ended March 31, 2025, which was included in the opening deferred revenue balance as of June 30, 2024 of $ 416.4 million, was $ 38.5 million and $ 154.0 million, respectively.
Transaction Price Allocated to the Remaining Performance Obligations
1 unchanged sentence
We apply the exemption to not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less.
−Removed: These performance obligations generally consist of services, such as on-site services, integration services, and extended warranty services, that are contracted for one year or less, and products for which control has not yet been transferred.
−Removed: The value of the transaction price allocated to the remaining performance obligations as of December 31, 2025 was approximately $ 1,302.8 million.
+Added: The remaining performance obligations excluded from this disclosure primarily relate to short-term backlog contracts expected to be fulfilled within one year, including on-site services, integration services, extended warranty services, and for product where control has not been transferred.
+Added: The value of the transaction price allocated to the remaining performance obligations as of March 31, 2026 was approximately $ 2,135.6 million.
We expect to recognize approximately 69 % of such value in the next 12 months, and the remainder thereafter.
1 unchanged sentence
We classify our financial instruments, except for our investment in an auction rate security and other investments in privately held companies, within Level 1 or Level 2 in the fair value hierarchy because we use quoted prices in active markets or alternative pricing sources and models using market observable inputs to determine their fair value.
+Added: SMCI | Q3 2026 Form 10-Q | 13
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Financial Instruments Measured at Fair Value on a Recurring Basis
Cash and cash equivalents, certificates of deposit, investment in an auction rate security, and marketable securities, included in prepaid expenses and other current assets and other assets in the condensed consolidated balance sheets, are carried at fair value.
−Removed: The following table sets forth our financial instruments as of December 31, 2025 and June 30, 2025, which are measured at fair value on a recurring basis by level within the fair value hierarchy.
+Added: The following table sets forth our financial instruments as of March 31, 2026 and June 30, 2025, which are measured at fair value on a recurring basis by level within the fair value hierarchy.
These are classified based on the lowest level of input that is significant to the fair value measurement (in thousands):
−Removed: As of December 31, 2025
+Added: As of March 31, 2026
As of June 30, 2025
−Removed: Level 1 Level 2 Level 3 Asset at Fair Value
−Removed: Level 1 Level 2 Level 3 Asset at Fair Value
+Added: Level 1 Level 2 Level 3 Asset at Fair Value Level 1 Level 2 Level 3 Asset at Fair Value
Money market funds (1)
2 unchanged sentences
Marketable equity security 14,709 — — 14,709 6,239 — — 6,239
−Removed: 15,192 — — 15,192 6,239 — — 6,239
Available-for-Sale Investment:
1 unchanged sentence
— — — — — — 1,750 1,750
−Removed: $ 15,234 $ 100,498 $ — $ 115,732 $ 6,283 $ 519 $ 1,750 $ 8,552
−Removed: (1) All of the money market funds are included in cash and cash equivalents in the condensed consolidated balance sheets as of December 31, 2025 and June 30, 2025 , respectively.
−Removed: (2) Our fair value of auction rate security was immaterial as of period ended December 31, 2025.
+Added: Total assets $ 14,728 $ 47,494 $ — $ 62,222 $ 6,283 $ 519 $ 1,750 $ 8,552
+Added: (1) All of the money market funds are included in cash and cash equivalents in the condensed consolidated balance sheets as of March 31, 2026 and June 30, 2025 , respectively.
+Added: (2) The fair value of our auction rate security was immaterial as of March 31, 2026 .
The investment in marketable equity security is carried at fair value using values available on a public exchange, is based on a Level 1 input, and is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets.
−Removed: The unrealized gains and losses of the investment are included in other income, net in our condensed consolidated statements of operations.
−Removed: For the three and six months ended December 31, 2025, an unrealized loss of $ 0.8 million and an unrealized gain of $ 7.2 million , respectively, were recorded in o ther income, net in the condensed consolidated statements of operations.
−Removed: For the three and six months ended December 31, 2024, an unrealized loss of $ 0.4 million and an unrealized gain of $ 1.0 million, respectively, were recorded in other income, net in the condensed consolidated statements of operations.
+Added: The unrealized gains and losses of the investment are included in other income (expense), net in our condensed consolidated statements of operations.
+Added: For the three and nine months ended March 31, 2026, an unrealized loss of $ 0.5 million and an unrealized gain of $ 8.5 million , respectively, were recorded in other income (expense), net in the condensed consolidated statements of operations.
+Added: For the three and nine months ended March 31, 2025, an unrealized loss of $ 1.3 million and an unrealized loss of $ 0.2 million, respectively, were recorded in other income (expense), net in the condensed consolidated statements of operations.
On a quarterly basis, we also evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, current economic conditions, and reasonable economic forecasts that affect collectability.
−Removed: For the three and six months ended December 31, 2025 and 2024, the credit losses related to our investments were not material.
−Removed: SMCI | Q2 2026 Form 10-Q | 13
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: There were no transfers between Level 1, Level 2, or Level 3 financial instruments during the three and six months ended December 31, 2025 and 2024.
+Added: For the three and nine months ended March 31, 2026 and 2025, the credit losses related to our investments were not material.
+Added: There were no transfers between Level 1, Level 2, or Level 3 financial instruments during the three and nine months ended March 31, 2026 and 2025.
Financial Instruments Not Recorded at Fair Value
3 unchanged sentences
We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.
−Removed: As of December 31, 2025 and June 30, 2025, our total lines of credit and term loans of $ 223.2 million and $ 112.5 million, respectively, are reported at amortized cost.
−Removed: The outstanding debt was categorized as Level 2 as it is not actively traded.
−Removed: The carrying value approximates fair value.
−Removed: The estimated fair value as of December 31, 2025 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,543.3 million, $ 667.5 million, and $ 1,946.7 million, respectively.
+Added: SMCI | Q3 2026 Form 10-Q | 14
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: As of March 31, 2026 and June 30, 2025, our total lines of credit and term loans of $ 4,113.7 million and $ 112.5 million, respectively, are reported at amortized cost.
+Added: The carrying value of our outstanding lines of credit and term loans approximates fair value because the borrowings primarily bear interest at variable rates based on current market rates or have short-term maturities.
+Added: These fair value measurements are classified within Level 2 of the fair value hierarchy based on observable market inputs.
+Added: The estimated fair values as of March 31, 2026 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,381.7 million, $ 601.9 million, and $ 1,684.3 million, respectively.
The estimated fair values as of June 30, 2025 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,801.9 million, $ 818.5 million, and $ 2,576.6 million.
−Removed: The estimated fair value of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes was determined based on level 2 inputs of quoted market prices.
+Added: The estimated fair values of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes was determined based on level 2 inputs of quoted market prices.
Non-marketable Equity Securities
1 unchanged sentence
The following table shows our non-marketable equity securities that were measured using the measurement alternative and equity method (in thousands):
−Removed: December 31, 2025 June 30, 2025
+Added: March 31, 2026 June 30, 2025
Non-marketable equity securities:
−Removed: Opening gross investment balance
−Removed: $ 122,217 $ 66,217
−Removed: Investment made during the period
−Removed: 25,000 56,000
−Removed: Cumulative impairment adjustment
−Removed: ( 23,600 ) ( 11,600 )
+Added: Opening gross investment balance (as of July 1, 2025 and July 1, 2024) $ 122,217 $ 66,217
+Added: Investments made during the period 42,000 56,000
+Added: Cumulative impairment adjustments ( 23,600 ) ( 11,600 )
Total carrying value - before the adjustments under equity method
1 unchanged sentence
Securities under equity method - cumulative adjustment ( 1,027 ) —
−Removed: Total carrying value
+Added: Total carrying value (as of March 31, 2026 and June 30, 2025)
$ 139,590 $ 110,617
3 unchanged sentences
Please refer to Note 10, “Leases” for further discussion.
−Removed: During the three and six months ended December 31, 2025, we recognized an impairment loss of $ 0.0 million and $ 12.0 million, respectively.
+Added: During the nine months ended March 31, 2026, we recognized an impairment loss of $ 12.0 million.
+Added: No impairment loss was recorded during the three months ended March 31, 2026.
SMCI | Q3 2026 Form 10-Q | 15
2 unchanged sentences
Net Income per Common Share
−Removed: The following table shows the computation of basic and diluted net income per common share for the three and six months ended December 31, 2025 and 2024 (in thousands, except per share amounts):
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: The following table shows the computation of basic and diluted net income per common share for the three and nine months ended March 31, 2026 and 2025 (in thousands, except per share amounts):
+Added: Three Months Ended
+Added: March 31, Nine Months Ended
2026 2025 2026 2025
1 unchanged sentence
Convertible notes interest charge, net of tax 17,888 — 16,472 1,777
−Removed: 17,888 1,110 10,986 3,859
Net income - diluted $ 501,275 $ 108,777 $ 1,068,708 $ 855,477
−Removed: $ 418,452 $ 321,706 $ 579,835 $ 748,782
Weighted-average shares outstanding - basic 600,205 595,041 597,928 592,349
Effect of dilutive convertible notes 73,803 — 53,130 1,673
−Removed: 73,803 12,860 53,130 12,860
Effect of dilutive securities 18,181 26,768 22,540 31,250
8 unchanged sentences
Cash, Cash Equivalents, and Restricted Cash
−Removed: December 31, 2025 June 30, 2025
+Added: March 31, 2026 June 30, 2025
Cash and cash equivalents $ 1,290,324 $ 5,169,911
1 unchanged sentence
Total cash, cash equivalents and restricted cash $ 1,339,966 $ 5,172,301
−Removed: December 31, 2025 June 30, 2025
+Added: March 31, 2026 June 30, 2025
Finished goods $ 8,154,074 $ 3,465,352
5 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: During the three months ended December 31, 2025 and 2024, we recorded write down adjustments for excess and obsolete inventory and lower of cost and net realizable value adjustments to cost of sales totaling $ 132.9 million and $ 24.9 million, respectively, and recorded adjustments totaling $ 169.1 million and $ 34.0 million, respectively, during the six months ended December 31, 2025 and 2024.
+Added: During the three months ended March 31, 2026 and 2025, we recorded write down adjustments for excess and obsolete inventory and lower of cost and net realizable value adjustments to cost of sales totaling $ 70.2 million and $ 125.1 million, respectively, and recorded adjustments totaling $ 239.3 million and $ 159.0 million, respectively, during the nine months ended March 31, 2026 and 2025.
Property, Plant, and Equipment, net
−Removed: December 31, 2025 June 30, 2025
+Added: March 31, 2026 June 30, 2025
Land $ 193,417 $ 162,848
2 unchanged sentences
Building and leasehold improvements 136,018 121,665
+Added: Construction in progress 55,705 1,038
Furniture and fixtures 42,607 36,268
Software 7,419 7,117
−Removed: Construction in progress
Property, plant, and equipment, gross 763,484 622,733
1 unchanged sentence
Property, plant, and equipment, net $ 607,659 $ 504,488
−Removed: Depreciation expense for the three months ended December 31, 2025 and 2024 was $ 12.8 million and $ 9.5 million, respectively, and for the six months ended December 31, 2025 and 2024 was $ 24.9 million and $ 18.5 million, respectively.
−Removed: December 31, 2025 June 30, 2025
−Removed: Non-current accounts receivable
−Removed: $ 141,128 $ 166,405
+Added: Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 13.5 million and $ 10.9 million, respectively, and for the nine months ended March 31, 2026 and 2025 was $ 38.4 million and $ 29.4 million, respectively.
+Added: March 31, 2026 June 30, 2025
Operating lease ROU asset
1 unchanged sentence
Long-term investments 139,593 112,367
+Added: Tariff receivable* 64,539 —
+Added: Non-current accounts receivable 23,194 166,405
Deferred service costs, non-current 11,164 10,713
3 unchanged sentences
Total other assets $ 643,369 $ 604,871
+Added: *Represents receivables related to the Company’s claims under Section 232 of the Trade Expansion Act of 1962.
+Added: Refer to Note 14 for additional disclosures related to the Supreme Court decision related to tariff under the International Emergency Economic Powers Act (IEEPA).
SMCI | Q3 2026 Form 10-Q | 17
2 unchanged sentences
Accrued Liabilities
−Removed: December 31, 2025 June 30, 2025
−Removed: Accrued payroll and related expenses $ 96,122 $ 82,156
+Added: March 31, 2026 June 30, 2025
Customer deposits $ 203,570 $ 260,131
+Added: Customer-related liabilities 139,084 32,858
+Added: Accrued payroll and related expenses 122,983 82,156
+Added: Import tax and tariff liabilities 56,323 20,883
Accrued cooperative marketing expenses 51,939 26,775
−Removed: Accrued warranty costs 15,191 9,753
+Added: Input tax payable 45,493 39,161
+Added: Accrued interest - lines of credit and term loans 35,606 146
+Added: Accrued withholding tax 38,653 6
Operating lease liability 32,703 21,189
+Added: Accrued warranty costs 15,363 9,753
Accrued professional fees 11,694 8,098
Accrued interest - convertible notes
−Removed: 27,388 27,701
−Removed: Customer-related liabilities
−Removed: 34,523 32,858
−Removed: Input tax payable 53,249 39,161
−Removed: Accrued tariff 66,563 18,012
Other 68,240 36,780
1 unchanged sentence
Product Warranties
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Three Months Ended
+Added: March 31, Nine Months Ended
2026 2025 2026 2025
4 unchanged sentences
Balance, end of the period $ 23,767 $ 18,927 $ 23,767 $ 18,927
+Added: Current portion $ 15,363 $ 10,740 $ 15,363 $ 10,740
+Added: Non-current portion $ 8,404 $ 8,187 $ 8,404 $ 8,187
The portion of the accrued warranty costs expected to be incurred within the next 12 months is included within accrued liabilities, while the remaining balance is included within other long-term liabilities on the condensed consolidated balance sheets.
+Added: Receivables Purchase Agreement
+Added: On July 16, 2025, we entered into a Receivables Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), by and among, us, as seller and guarantor, MUFG Bank, Ltd.
+Added: (“MUFG”), Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto as purchasers (the “Purchasers”), and MUFG as administrative agent (in such capacity, the “Administrative Agent”).
SMCI | Q3 2026 Form 10-Q | 18
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: Pursuant to the Receivables Purchase Agreement, we may, subject to the terms and conditions set out therein, sell certain of our accounts receivable and related rights to the Purchasers (the “Purchased Receivables”).
+Added: The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $ 1,790.0 million.
+Added: The Purchasers may elect in their sole direction to purchase eligible accounts receivable offered by us under the Receivables Purchase Agreement at the applicable purchase discount.
+Added: The purchase price for any Purchased Receivable will be the net invoice amount of the Purchased Receivable, minus the applicable discount, which is set at Term Secured Overnight Financing Rate (“SOFR”) (as defined in the Receivables Purchase Agreement) plus a specified discount assigned to each account debtor in the range of 1.15 % - 2.80 %, and calculated on the basis of a specified discount period.
+Added: In the event the purchase of such Purchased Receivables is not characterized as a sale, we will be deemed to have granted a security interest in such Purchased Receivables and the proceeds thereof in favor of the Purchasers.
+Added: Trade receivables sold and discount on trade receivables sold under this program were as follows (in thousands):
+Added: Three Months Ended
+Added: March 31, Nine Months Ended
+Added: Trade receivables sold $ 831,674 $ 831,674
+Added: Discount on trade receivables (1)
+Added: $ 5,737 $ 5,737
+Added: (1) Included in general and administrative expenses in the condensed consolidated statements of operations.
+Added: Trade receivables sold under the Receivables Purchase Agreement and subject to servicing by us that remained outstanding and uncollected, and collected as of March 31, 2026, are as follows (in thousands):
+Added: March 31, 2026
+Added: Outstanding and uncollected $ 123,628
+Added: Outstanding and collected (1)
+Added: (1) Amount collected but not yet remitted to purchasers as of March 31, 2026 is classified in accrued liabilities on the condensed consolidated balance sheet.
+Added: SMCI | Q3 2026 Form 10-Q | 19
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Lines of Credit, Revolving Credit Facilities, and Term Loans
−Removed: Short-term and long-term loan obligations with respect to lines of credit and term loans as of December 31, 2025 and June 30, 2025 consisted of the following (in thousands):
−Removed: December 31, June 30,
−Removed: Line of credit:
+Added: Short-term and long-term loan obligations with respect to lines of credit and term loans as of March 31, 2026 and June 30, 2025 consisted of the following (in thousands):
+Added: March 31, June 30,
+Added: Lines of credit:
CTBC Credit Lines $ 181,305 $ —
+Added: Chang Hwa Bank Credit Lines 25,005 —
E.SUN Bank Credit Lines 50,000 30,000
1 unchanged sentence
First Bank Credit Lines 19,935 —
−Removed: Total line of credit 167,323 30,000
+Added: JP Morgan Revolving Credit Facility 2,000,000 —
+Added: CTBC Revolving Credit Facilities 1,762,970 —
+Added: Total lines of credit 4,069,215 30,000
Term loan facilities:
7 unchanged sentences
Total lines of credit and term loans $ 4,113,744 $ 112,475
−Removed: Lines of credit and current portion of term loans $ 201,776 $ 75,060
−Removed: Term loans, non-current $ 21,437 $ 37,415
+Added: Lines of credit and term loans, current $ 2,095,069 $ 75,060
+Added: Lines of credit and term loans, non-current $ 2,018,675 $ 37,415
SMCI | Q3 2026 Form 10-Q | 20
2 unchanged sentences
Activities under Lines of Credit, Revolving Credit Facilities, and Term Loans
−Removed: Available borrowings and interest rates as of December 31, 2025 and June 30, 2025 consisted of the following (in thousands except for percentages):
−Removed: December 31, 2025 June 30, 2025
+Added: Available borrowings and interest rates as of March 31, 2026 and June 30, 2025 consisted of the following (in thousands except for percentages):
+Added: March 31, 2026 June 30, 2025
Available borrowings Interest rate Available borrowings Interest rate
−Removed: Line of credit:
+Added: Lines of credit:
CTBC Credit Lines $ 3,695 2.26 % - 4.62 %
8 unchanged sentences
JP Morgan Revolving Credit Facility $ — 3.67 % - 3.67 %
+Added: CTBC Revolving Credit Facilities $ — 2.86 % - 5.11 %
Term loan facilities:
7 unchanged sentences
Mega Bank Term Loan Facility, due October 3, 2026 $ — 2.02 %
−Removed: See Note 7, “Lines of Credit, Revolving Credit Facilities, and Term Loans” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a more complete description of our credit facilities.
+Added: See Note 7, “Lines of Credit and Term Loans” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a more complete description of our credit facilities.
Principal payments on lines of credit and term loans are due as follows (in thousands):
1 unchanged sentence
Remainder of 2026 $ 291,545
+Added: 2027 1,805,882
+Added: 2031 and thereafter 2,000,000
Total lines of credit and term loans $ 4,113,744
−Removed: As of December 31, 2025, we were in compliance with all the covenants for the revolving lines of credit and term loans on our condensed consolidated balance sheets.
+Added: As of March 31, 2026, we were in compliance with all the covenants for the lines of credit and term loans on our condensed consolidated balance sheets.
SMCI | Q3 2026 Form 10-Q | 21
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: We entered into new agreements during the six months ended December 31, 2025 with the following terms:
−Removed: Revolving Credit Facility
+Added: We entered into new agreements, or extensions of previous agreements, during the nine months ended March 31, 2026, with the following terms:
+Added: CTBC Bank Credit Lines
+Added: 2025 CTBC Facility Letter
+Added: On February 13, 2026, our Taiwan subsidiary received a facility extension letter to extend the maturity date, originally set to expire on February 28, 2026, to March 31, 2027.
+Added: As of March 31, 2026, the outstanding borrowings under the 2025 CTBC Bank Credit Lines was $ 181.3 million.
+Added: Mega Bank Credit Facilities
+Added: On February 4, 2026, our Taiwan subsidiary renewed the facility from Mega Bank.
+Added: The renewed facility continues to provide up to $ 50.0 million including sub-item of NTD 600.0 million in total credit capacity.
+Added: The maturity date is January 8, 2027.
+Added: As of March 31, 2026, the outstanding borrowings under this facility was $ 30.0 million.
+Added: On July 18, 2025, our Taiwan subsidiary renewed the Credit Agreement and the Foreign Currency Agreement with First Commercial Bank Co., Ltd.
+Added: (“First Bank”).
+Added: The credit lines are $ 20.0 million, including a sub-item credit limit of NTD 600.0 million designed for short-term working capital loans.
+Added: Subsequently on February 26, 2026, we renewed the Credit Agreement and the new maturity date is March 9, 2027.
+Added: As of March 31, 2026, the outstanding borrowings under the First Bank credit line was $ 19.9 million.
+Added: JP Morgan Revolving Credit Facility
On December 29, 2025, we entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., (“JP Morgan”) as administrative agent and collateral agent, and a syndicate of lenders, which provides for a revolving credit facility of up to $ 2,000.0 million (the “Revolving Credit Facility”), including a $ 200.0 million letter of credit sub-limit and a $ 150.0 million same-day borrowing sub-limit, with an option to increase total commitments by up to $ 1,000.0 million subject to certain conditions.
Borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes.
−Removed: The upfront fees totaling $ 9.8 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a non-current asset included within other assets on the condensed consolidated balance sheet as of December 31, 2025.
−Removed: As of December 31, 2025, we had no borrowings outstanding under the Revolving Credit Facility.
+Added: The upfront fees totaling $ 9.8 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a non-current asset included within other assets on the condensed consolidated balance sheet as of issuance of the credit facility.
+Added: These deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility and not material.
+Added: As of March 31, 2026, we had $ 2,000.0 million outstanding under the Revolving Credit Facility.
+Added: SMCI | Q3 2026 Form 10-Q | 22
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Borrowings under the Revolving Credit Facility bear interest, at our option, at either an alternate base rate (“ABR”) or a term rate, in each case plus an applicable margin.
6 unchanged sentences
The Credit Agreement contains customary events of default (including change of control), which upon occurrence may result in the acceleration of amounts outstanding and termination of lender commitments.
−Removed: Chang Hwa Bank
−Removed: Chang Hwa Bank Credit Lines
−Removed: On September 18, 2025 (the “CHB Effective Date”), our Taiwan subsidiary entered into a credit facility (the “2025 Credit Facility”) with Chang Hwa Commercial Bank, Ltd.
−Removed: (“Chang Hwa Bank”) which was substantially similar to the “New Credit Facility” in 2024 to renew a Loan Contract for a general working capital loan (the “General Working Capital Loan”).
−Removed: The credit limit thereunder has been adjusted to a total cap of NTD 1,000.0 million, which includes $ 20.0 million from the Chang Hwa Bank Credit Facility, a credit limit of NTD 300.0 million (together, the “CHB Credit Lines”), and the remaining balance of “Chang Hwa Bank Term Loan Facility.”
+Added: CTBC Revolving Credit Facilities
+Added: On January 21, 2026, we entered into a facilities agreement (the “Credit Agreement”) with a group of lenders led by CTBC Bank Co., Ltd., along with Credit Agricole Corporate and Investment Bank, Taipei Branch and E.Sun Commercial Bank, Ltd.
+Added: as mandated lead arrangers and bookrunners (with CTBC Bank Co., Ltd.
+Added: also acting as administrative agent under the Credit Agreement).
+Added: The agreement provides for two revolving credit facilities totaling $ 710.0 million (the “CTBC Revolving Credit Facilities”), comprised of Facility A1 ($ 350.0 million) and Facility A2 ($ 360.0 million), with an option to increase total commitments to up to $ 2,000.0 million, subject to certain conditions.
+Added: On January 30, 2026, we entered into an increased facilities letter under the Credit Agreement, providing for additional revolving credit facilities in an aggregate amount of $ 1,055.0 million.
+Added: As a result, the total lender commitments under the Credit Agreement increased to $ 1,765.0 million.
+Added: The proceeds of the CTBC Revolving Credit Facilities may be applied to procure certain components and/or raw materials, subject to specified invoice and purchase order documentation and related timing requirements.
+Added: We may request loans under the CTBC Revolving Credit Facilities at any time until and including the date falling one month prior to the maturity date.
+Added: We intend to use the proceeds under the Credit Agreement for general corporate purposes, including to fund working capital for growth and business expansion, subject to the foregoing conditions.
+Added: Borrowings under Facility A1 denominated in USD accrue interest at the US dollar offered rate of the Taipei Forex Trading Center (“TAIFX3”) (subject to a zero floor) plus a margin of 1.0 % per annum, and borrowings under Facility A2 denominated in USD accrue interest at Term SOFR (subject to a zero floor) plus a margin of 1.2 % per annum.
+Added: Borrowings under Facility A1 and Facility A2 denominated in NTD accrue interest at the Taipei Interbank Offered Rate (“TAIBOR”) (subject to a zero floor) plus a margin of 1.0 % per annum;
+Added: provided that the interest rate applicable to any loan denominated in NTD will never be less than 1.7 %.
+Added: We pay a commitment fee on unused and available commitments under the CTBC Revolving Credit Facilities on each day of the availability period that the daily average utilization amount of the CTBC Revolving Credit Facilities is less than 50 % of total commitments at a rate of 0.15 % per annum, payable quarterly in arrears.
+Added: A 0.10 % fee is payable if the maturity of the CTBC Revolving Credit Facilities is extended.
+Added: Each prepayment of a loan under the CTBC Revolving Credit Facilities on a date other than the last day of the applicable interest period and any cancellation of commitments under the CTBC Revolving Credit Facilities is subject to a fee of 0.15 % of the relevant prepaid amount and/or cancelled amount.
SMCI | Q3 2026 Form 10-Q | 23
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: Terms for specific drawdown instruments issued under the 2025 Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in separate loan contracts (each, a “Loan Contract”) negotiated with the Chang Hwa Bank.
−Removed: Under three Loan Contracts entered into on the CHB Effective Date, our Taiwan subsidiary and the Chang Hwa Bank have agreed to each of the following:
−Removed: (a) our Taiwan subsidiary may choose one of the following, subject to a cap of $ 20.0 million under the CHB Credit Lines:
−Removed: (i) a Loan Contract providing for the drawdown of up to $ 20.0 million for an import loan (the “Import Open Account O/A Loan”), with the interest rate thereunder based on Taipei Forex Inc (“TAIFX”) plus a fixed margin;
−Removed: or (ii) a Loan Contract providing for the drawdown of up to $ 20.0 million for an export loan (the “Export Open Account O/A Loan”), with the interest rate thereunder based on TAIFX plus a fixed margin;
−Removed: and (b) a Loan Contract for a general working capital loan (the “General Working Capital Loan”), subject to a cap of NTD 300.0 million under the CHB Credit Lines, with the interest rate set at a fixed premium to a specified one-year time savings deposit rate, subject to a floor of 1.4 %.
−Removed: Only the Loan Contract referred to in (b) is subject to renewal or re-execution, while the other agreements under (a) remain unchanged.
−Removed: As of December 31, 2025, the outstanding borrowings under the Chang Hwa Bank credit line was $ 6.6 million.
−Removed: On July 18, 2025, our Taiwan subsidiary renewed the Credit Agreement and the Foreign Currency Agreement with First Commercial Bank Co., Ltd.
−Removed: (“First Bank”).
−Removed: The credit lines are reduced from $ 30.0 million to $ 20.0 million, including a sub-item credit limit of NTD 600.0 million designed for short-term working capital loans.
−Removed: As of December 31, 2025, the outstanding borrowings under the First Bank credit line was $ 19.9 million.
+Added: The CTBC Revolving Credit Facilities mature on the first anniversary of the date of initial utilization;
+Added: if no utilization is made within six months following the signing date of the Credit Agreement, the date of initial utilization will be deemed to be the first day following the completion of such six-month period.
+Added: We may extend the maturity of the CTBC Revolving Credit Facilities on no more than two occasions, in each case by an additional year.
+Added: The Credit Agreement is governed by the laws of Taiwan, and disputes are subject to the non-exclusive jurisdiction of the courts of Taiwan.
+Added: The upfront fees totaling $ 13.7 million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a current asset included within prepaid expenses and other current assets on the condensed consolidated balance sheet as of issuance of the credit facilities.
+Added: These deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility and not material.
+Added: As of March 31, 2026, we had $ 1,763.0 million outstanding under the CTBC Revolving Credit Facilities.
Convertible Notes
−Removed: The following table summarizes our convertible notes as of December 31, 2025:
+Added: The following table summarizes our convertible notes as of March 31, 2026:
Issuance Date
10 unchanged sentences
All notes are senior unsecured obligations ranking equally in right of payment with one another and senior to any future subordinated indebtedness.
−Removed: Each series is convertible, at our election, into cash, shares of our common stock, or a combination thereof, and none were eligible for early conversion as of December 31, 2025.
+Added: Each series is convertible, at our election, into cash, shares of our common stock, or a combination thereof, and none were eligible for early conversion as of March 31, 2026.
2029 Convertible Notes
3 unchanged sentences
All other material terms remained substantially unchanged.
−Removed: The amendment was accounted for as an extinguishment of the original debt and issuance of new debt under Accounting Standards Codification (“ASC”) 470-50, resulting in a $ 30.3 million extinguishment loss recorded in other income, net, during the quarter ended March 31, 2025.
+Added: The amendment was accounted for as an extinguishment of the original debt and issuance of new debt under Accounting Standards Codification (“ASC”) 470-50, resulting in a $ 30.3 million extinguishment loss recorded in other income (expense), net , during the quarter ended March 31, 2025.
Debt issuance costs are amortized to interest expense using the effective interest method.
−Removed: SMCI | Q2 2026 Form 10-Q | 21
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Holders may convert their notes upon the occurrence of certain conditions, including:
5 unchanged sentences
The notes are redeemable, in whole or in part, at our option beginning March 1, 2027 if our stock price exceeds 130 % of the conversion price for a specified period, at a price equal to the principal amount plus accrued and unpaid interest.
−Removed: As of December 31, 2025 and June 30, 2025, unamortized issuance costs are $ 18.6 million and $ 21.3 million, respectively.
−Removed: The interest expense for the three months ended December 31, 2025 and 2024 totaled $ 16.5 million and $ 1.5 million, respectively, including $ 1.3 million and $ 1.5 million, respectively, from the amortization of debt issuance costs.
−Removed: Interest expense for the six months ended December 31, 2025 and 2024 totaled $ 32.9 million and $ 3.0 million, including $ 2.7 million and $ 3.0 million, respectively, from the amortization of debt issuance costs.
+Added: As of March 31, 2026 and June 30, 2025, unamortized issuance costs are $ 17.2 million and $ 21.3 million, respectively.
+Added: The interest expense for the three months ended March 31, 2026 and 2025 totaled $ 16.5 million and $ 8.2 million, respectively, including $ 1.4 million and $ 0.8 million, respectively, from the amortization of debt issuance costs.
+Added: Interest expense for the nine months ended March 31, 2026 and 2025 totaled $ 49.4 million and $ 8.2 million , respectively, including $ 4.1 million and $ 0.8 million, respectively, from the amortization of debt issuance costs.
+Added: SMCI | Q3 2026 Form 10-Q | 24
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In connection with the issuance, we entered into 2029 Capped Call Transactions with certain financial institutions to reduce potential dilution upon conversion or offset cash payments exceeding principal.
19 unchanged sentences
We accounted for the 2028 Convertible Notes as a single liability measured at amortized cost, as no embedded features required bifurcation as derivatives.
−Removed: As of December 31, 2025 and June 30, 2025, unamortized issuance costs are $ 12.3 million and $ 14.6 million, respectively.
−Removed: Interest expense for the three months ended December 31, 2025 totaled $ 5.1 million, including $ 1.2 million from the amortization of debt issuance costs.
−Removed: Interest expense for the six months ended December 31, 2025 totaled $ 10.2 million, including $ 2.3 million from the amortization of debt issuance costs.
−Removed: SMCI | Q2 2026 Form 10-Q | 22
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: As of March 31, 2026 and June 30, 2025, unamortized issuance costs are $ 11.1 million and $ 14.6 million, respectively.
+Added: Interest expense for the three months ended March 31, 2026 and 2025 totaled $ 5.1 million and $ 1.8 million, respectively, including $ 1.2 million and $ 0.5 million, respectively, from the amortization of debt issuance costs.
+Added: Interest expense for the nine months ended March 31, 2026 and 2025 totaled $ 15.3 million and $ 1.8 million, respectively, including $ 3.5 million and $ 0.5 million, respectively, from the amortization of debt issuance costs.
2030 Convertible Notes
4 unchanged sentences
After that date, the notes become convertible at any time up to two trading days before maturity.
+Added: SMCI | Q3 2026 Form 10-Q | 25
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Holders may convert their 2030 Convertible Notes upon the occurrence of certain conditions, including:
5 unchanged sentences
The notes are redeemable, in whole or in part, beginning June 15, 2028 if our stock price exceeds 130 % of the conversion price for a specified period, at a price equal to the principal amount plus accrued and unpaid interest.
−Removed: As of December 31, 2025 and June 30, 2025, unamortized issuance costs are $ 39.5 million and $ 43.9 million, respectively.
−Removed: Interest expense for the three and six months ended December 31, 2025 totaled $ 2.2 million and $ 4.4 million, respectively, all of which are amortization of debt issuance costs.
+Added: As of March 31, 2026 and June 30, 2025, unamortized issuance costs are $ 37.3 million and $ 43.9 million, respectively.
+Added: Interest expense for the three and nine months ended March 31, 2026 totaled $ 2.2 million and $ 6.6 million, respectively, all of which are amortization of debt issuance costs.
We entered into 2030 Capped Call Transactions with certain counterparties to mitigate dilution or cash outflows above principal upon conversion.
2 unchanged sentences
We lease offices, warehouses and other premises, vehicles and certain equipment under non-cancelable operating leases.
−Removed: Operating lease expense recognized and supplemental cash flow information related to operating leases for the three and six months ended December 31, 2025 and 2024 were as follows (in thousands):
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Operating lease expense recognized and supplemental cash flow information related to operating leases for the three and nine months ended March 31, 2026 and 2025 were as follows (in thousands):
+Added: Three Months Ended
+Added: March 31, Nine Months Ended
2026 2025 2026 2025
−Removed: Operating lease expense (including expense for lease agreements with related parties of $ 262 and $ 165 for the three months ended December 31, 2025 and 2024, respectively, and $ 466 and $ 330 for the six months ended December 31, 2025, respectively)
+Added: Operating lease expense (including expense for lease agreements with related parties of $ 292 and $ 208 for the three months ended March 31, 2026 and 2025, respectively, and $ 758 and $ 538 for the nine months ended March 31, 2026 and 2025, respectively)
$ 15,098 $ 5,712 $ 43,117 $ 12,685
−Removed: Cash payments for operating leases (including payments to related parties of $ 271 and $ 153 for the three months ended December 31, 2025 and 2024, respectively, and $ 491 and $ 306 for the six months ended December 31, 2025, respectively)
+Added: Cash payments for operating leases (including payments to related parties of $ 297 and $ 202 for the three months ended March 31, 2026 and 2025, respectively, and $ 788 and $ 508 for the nine months ended March 31, 2026 and 2025, respectively)
$ 13,663 $ 5,380 $ 36,012 $ 11,959
New operating lease assets obtained in exchange for operating lease liabilities $ 834 $ 110,145 $ 94,907 $ 128,617
−Removed: During the three and six months ended December 31, 2025 and 2024, our costs related to short-term lease arrangements were immaterial.
−Removed: Variable lease payments expensed in the three and six months ended December 31, 2025 and 2024 were immaterial.
+Added: During the three and nine months ended March 31, 2026 and 2025, our costs related to short-term lease arrangements were immaterial.
+Added: Variable lease payments expensed in the three and nine months ended March 31, 2026 and 2025 were immaterial.
SMCI | Q3 2026 Form 10-Q | 26
2 unchanged sentences
ROU assets and lease liabilities are recorded in the condensed consolidated balance sheets as follows (in thousands):
−Removed: December 31, 2025 June 30, 2025
+Added: March 31, 2026 June 30, 2025
$ 361,437 $ 293,692
4 unchanged sentences
Total lease liabilities $ 378,055 $ 301,557
−Removed: $ 385,878 $ 301,557
Weighted average remaining lease term
4 unchanged sentences
The lease agreement consists of three tranches, with the first tranche of 6 MW having commenced on January 24, 2025, the second tranche of 9 MW commenced on May 12, 2025, and the third tranche of 6 MW commenced on August 15, 2025.
−Removed: As of December 31, 2025, the ROU assets and lease liabilities related to all three tranches totaled $ 289.6 million and $ 299.3 million, respectively.
+Added: As of March 31, 2026, the ROU assets and lease liabilities related to all three tranches totaled $ 284.0 million and $ 294.9 million, respectively.
Variable lease payments not dependent on a rate or index associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable.
3 unchanged sentences
The Sublicense did not relieve our original obligation under the Data Center Space lease, and therefore we did not adjust the operating lease ROU asset and related liability.
−Removed: Sublicense income is recognized on a straight-line basis and the rental income is included in other income, net on the condensed consolidated statements of operations.
−Removed: Rental income is included in other income, net on the condensed consolidated statements of operations (in thousands):
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: Sublicense income is recognized on a straight-line basis and the rental income is included in other income (expense), net on the condensed consolidated statements of operations.
+Added: Rental income is included in other income (expense), net on the condensed consolidated statements of operations (in thousands):
+Added: Three Months Ended
+Added: March 31, Nine Months Ended
2026 2025 2026 2025
Sublease income $ 10,524 $ 1,300 $ 29,181 $ 1,300
−Removed: $ 10,524 $ — $ 18,657 $ —
−Removed: As of December 31, 2025, the future total minimum Sublicense receipts expected to be received are as follows (in thousands):
+Added: SMCI | Q3 2026 Form 10-Q | 27
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: As of March 31, 2026, the future total minimum Sublicense receipts expected to be received are as follows (in thousands):
Future minimum Sublicense receipts
2 unchanged sentences
Total Sublicense receipts - Lessor $ 411,460
−Removed: SMCI | Q2 2026 Form 10-Q | 24
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of December 31, 2025 were as follows (in thousands):
+Added: Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of March 31, 2026 are as follows (in thousands):
Maturities of operating leases
5 unchanged sentences
Current portion $ 32,703
−Removed: Long-term portion of operating lease liabilities $ 354,055
+Added: Long-term portion $ 345,352
Related party leases
4 unchanged sentences
Ablecom is a major contract manufacturer for us and its Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board.
−Removed: As of December 31, 2025, Steve Liang and his family members owned approximately 35.0 % of Ablecom’s stock.
−Removed: Charles Liang and his spouse, Sara Liu, who is also an officer and director for us, collectively owned approximately 10.5 % of Ablecom’s capital stock as of December 31, 2025.
−Removed: In addition, a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a board director, owns approximately 11.7 % of Ablecom’s capital stock.
+Added: As of March 31, 2026, Steve Liang and his family members owned approximately 35.0 % of Ablecom’s stock.
+Added: Charles Liang and his spouse, Sara Liu, who is also an officer and director for us, collectively owned approximately 10.5 % of Ablecom’s capital stock as of March 31, 2026.
Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom.
3 unchanged sentences
Neither Charles Liang nor Sara Liu own any capital stock of Compuware.
−Removed: The same sibling of Yih-Shyan (Wally) Liaw, owns approximately 8.7 % of Compuware’s capital stock.
−Removed: We otherwise do not own any of Ablecom or Compuware's capital stock.
+Added: SMCI | Q3 2026 Form 10-Q | 28
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $ 12.9 million from Chien-Tsun Chang, the spouse of Steve Liang.
3 unchanged sentences
The lenders called the loans in October 2018, following the suspension of our common stock from trading on Nasdaq in August 2018 and the decline in the market price of our common stock in October 2018.
−Removed: As of December 31, 2025 and June 30, 2025, the amount due on the unsecured loan (including principal and accrued interest) was $ 0.0 million and approximately $ 16.8 million, respectively.
+Added: As of March 31, 2026 and June 30, 2025, the amount due on the unsecured loan (including principal and accrued interest) was $ 0.0 million and approximately $ 16.8 million, respectively.
On October 9, 2025, the outstanding loan principal and accrued interest through October 8, 2025, totaling $ 16.9 million was repaid in full.
−Removed: SMCI | Q2 2026 Form 10-Q | 25
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Dealings with Ablecom
1 unchanged sentence
Under these agreements, we outsource to Ablecom a portion of our design activities and a significant part of our server chassis manufacturing as well as an immaterial portion of other components.
−Removed: Ablecom manufactured approximately 96.8 % and 96.1 % of the chassis purchased by us during the three months ended December 31, 2025 and 2024, respectively, and 96.7 % and 96.5 % of the chassis purchased by us during the six months ended December 31, 2025 and 2024, respectively.
+Added: Ablecom manufactured approximately 94.0 % and 95.0 % of the chassis purchased by us during the three months ended March 31, 2026 and 2025, respectively, and 95.5 % and 95.2 % of the chassis purchased by us during the nine months ended March 31, 2026 and 2025, respectively.
With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products.
1 unchanged sentence
We retain full ownership of any intellectual property resulting from the design of these products and tooling.
+Added: During the third quarter ended March 31, 2026, we entered into an arrangement for Ablecom to resell certain products, to an end customer in Japan.
+Added: The transaction was entered into in the ordinary course of business, and the related terms and conditions were consistent with those negotiated with other third-party resellers for similar transactions.
With respect to the manufacturing aspects of the relationship, Ablecom purchases most of the materials needed to manufacture the chassis from third parties and we provide certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions.
5 unchanged sentences
Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products.
−Removed: Non-cancelable purchase orders from us to Ablecom on December 31, 2025 and June 30, 2025 were $ 69.9 million and $ 30.6 million, respectively, effectively representing the exposure to financial loss.
+Added: Non-cancelable purchase orders from us to Ablecom on March 31, 2026 and June 30, 2025 were $ 49.3 million and $ 30.6 million, respectively, effectively representing the exposure to financial loss.
We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer.
1 unchanged sentence
We have extended a $ 10.0 million trade credit line with a net 30 days payment term to Ablecom through a credit agreement that outlines the terms and conditions governing their business dealings.
+Added: SMCI | Q3 2026 Form 10-Q | 29
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Dealings with Compuware
5 unchanged sentences
We extended a $ 200.0 million trade credit line on November 19, 2025, with a net 90 days payment term to Compuware through a credit agreement that outlines the terms and conditions governing their business dealings.
−Removed: SMCI | Q2 2026 Form 10-Q | 26
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Under these agreements, we outsource a portion of our design activities, a significant part of our power supplies manufacturing and an immaterial portion of other components to Compuware.
+Added: Compuware manufactured approximately 92.4 % and 93.7 % of the power supplies purchased by us during the three months ended March 31, 2026 and 2025, respectively, and 94.0 % and 94.8 % of the power supplies purchased by us during the nine months ended March 31, 2026 and 2025, respectively.
With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications and further agree to build the tools needed to manufacture the products.
10 unchanged sentences
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 of our products such that we incur a loss on the sale or cannot sell the products.
−Removed: Non-cancelable purchase orders from us to Compuware on December 31, 2025 and June 30, 2025 were $ 206.4 million and $ 118.3 million, respectively, effectively representing the exposure to financial loss.
+Added: Non-cancelable purchase orders from us to Compuware on March 31, 2026 and June 30, 2025 were $ 179.3 million and $ 118.3 million, respectively, effectively representing the exposure to financial loss.
We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.
+Added: SMCI | Q3 2026 Form 10-Q | 30
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Dealings with Leadtek Research Inc.
4 unchanged sentences
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.
−Removed: We engaged in transactions whereby we sold servers worth $ 0.5 million and $ 0.2 million to Leadtek during the three months ended December 31, 2025 and 2024, respectively, and $ 0.8 million and $ 0.3 million to Leadtek during the six months ended December 31, 2025 and 2024, respectively.
−Removed: We purchased graphic cards worth $ 0.0 million and $ 0.1 million from Leadtek during the three months ended December 31, 2025 and 2024, respectively, and $ 0.0 million and $ 0.5 million from Leadtek during the six months ended December 31, 2025 and 2024, respectively.
+Added: We engaged in transactions whereby we sold servers worth $ 0.4 million and $ 0.2 million to Leadtek during the three months ended March 31, 2026 and 2025, respectively, and $ 1.2 million and $ 0.5 million to Leadtek during the nine months ended March 31, 2026 and 2025, respectively.
+Added: We did not purchase any graphic cards from Leadtek during the three months ended March 31, 2026 and 2025, respectively.
+Added: We purchased graphic cards worth $ 0.0 million and $ 0.5 million from Leadtek during the nine months ended March 31, 2026 and 2025, respectively.
Dealings with Investment in a Corporate Venture
7 unchanged sentences
On November 25, 2025, the Equity Transfer Agreement was signed, and the divestiture of our 30 % interest was completed on December 23, 2025, and the Corporate Venture ceased to be a related party as of December 23, 2025.
+Added: We sold products worth $ 4.2 million to the Corporate Venture during the three months ended March 31, 2025, and $ 8.1 million and $ 9.0 million to the Corporate Venture during the nine months ended March 31, 2026 and 2025, respectively.
+Added: Our share of intra-entity profits on the products that remained unsold by the Corporate Venture had been eliminated and reduced the carrying value of our investment in the Corporate Venture due to prior impairment write-off as of December 31, 2025.
+Added: To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.
+Added: We had $ 0.0 million and less than $ 0.1 million receivables due from the Corporate Venture in accounts receivable, net as of March 31, 2026 and June 30, 2025, respectively.
SMCI | Q3 2026 Form 10-Q | 31
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: We sold products worth $ 5.3 million and $ 0.0 million to the Corporate Venture during the three months ended December 31, 2025 and 2024, respectively, and $ 8.1 million and $ 4.8 million to the Corporate Venture during the six months ended December 31, 2025 and 2024, respectively.
−Removed: Our share of intra-entity profits on the products that remained unsold by the Corporate Venture as of December 31, 2025 has been eliminated and have reduced the carrying value of our investment in the Corporate Venture due to prior impairment write-off.
−Removed: To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.
−Removed: We had $ 1.5 million and less than $ 0.1 million due from the Corporate Venture in accounts receivable, net as of December 31, 2025 and June 30, 2025, respectively.
Other transactions
−Removed: For the three months ended December 31, 2025 we had no sales to and immaterial purchases from Green Earth Liang’s Inc.
+Added: For the three months ended March 31, 2026, we had no sales to and immaterial purchases from Green Earth Liang’s Inc.
(“Green Earth”), an entity affiliated with our Chief Executive Officer.
−Removed: For the three months ended December 31, 2024, we had no transactions from Green Earth Liang’s Inc.
−Removed: For the six months ended December 31, 2025, we had no sales to and immaterial purchases from Green Earth Liang’s Inc.
−Removed: For the six months ended December 31, 2024, we had immaterial expense reimbursement from Green Earth Liang's Inc.
−Removed: As of December 31, 2025 and June 30, 2025, there was no amount due to and from Green Earth.
−Removed: We had the following balances related to transactions with our related parties as of December 31, 2025 and June 30, 2025 (in thousands):
+Added: For the three months ended March 31, 2025, we had no transactions from Green Earth Liang’s Inc.
+Added: For the nine months ended March 31, 2026, we had no sales to and immaterial purchases from Green Earth Liang’s Inc.
+Added: For the nine months ended March 31, 2025, we had immaterial expense reimbursement from Green Earth Liang's Inc.
+Added: As of March 31, 2026 and June 30, 2025, there was no amount due to and from Green Earth.
+Added: We had the following balances related to transactions with our related parties as of March 31, 2026 and June 30, 2025 (in thousands):
Accounts receivable
2 unchanged sentences
Other long-term liabilities (3)
−Removed: As of December 31, 2025
+Added: As of March 31, 2026
$ 1 $ 1,344 $ 59 $ 88,323 $ 689 $ 251
1 unchanged sentence
$ 1 $ 1,059 $ — $ 55,460 $ 753 $ 114
−Removed: As of December 31, 2025
+Added: As of March 31, 2026
$ 430 $ 27,370 $ — $ 45,729 $ 641 $ 243
2 unchanged sentences
Corporate Venture
−Removed: As of December 31, 2025
+Added: As of March 31, 2026
$ — $ — $ — $ — $ — $ —
1 unchanged sentence
$ 30 $ — $ — $ — $ — $ —
−Removed: As of December 31, 2025
+Added: As of March 31, 2026
$ 202 $ — $ — $ — $ — $ —
1 unchanged sentence
$ 77 $ — $ — $ — $ — $ —
−Removed: As of December 31, 2025
+Added: As of March 31, 2026
$ 633 $ 28,714 $ 59 $ 134,052 $ 1,330 $ 494
7 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: Our results from transactions with our related parties for each of the three months ended December 31, 2025 and 2024, are as follows (in thousands):
+Added: Our results from transactions with our related parties for each of the three months ended March 31, 2026 and 2025, are as follows (in thousands):
Net sales Cost of sales Purchase of fixed assets Research and Development Sales and marketing
−Removed: Three months ended December 31, 2025 $ 46 $ 111,921 $ 1,824 $ 1,579 $ —
−Removed: Three months ended December 31, 2024 $ 5 $ 64,773 $ 2,639 $ 1,125 $ —
−Removed: Three months ended December 31, 2025 $ 4,129 $ 79,873 $ — $ 505 $ 699
−Removed: Three months ended December 31, 2024 $ 11,065 $ 71,230 $ 14 $ 280 $ —
+Added: Three months ended March 31, 2026 $ 315 $ 126,145 $ 4,444 $ 1,754 $ —
+Added: Three months ended March 31, 2025 $ 3 $ 50,147 $ 7,777 $ 971 $ —
+Added: Three months ended March 31, 2026 $ 4,181 $ 76,695 $ 6 $ 445 $ 1,104
+Added: Three months ended March 31, 2025 $ 3,278 $ 65,372 $ — $ 460 $ —
Corporate Venture
−Removed: Three months ended December 31, 2025 $ 5,379 $ — $ — $ — $ —
−Removed: Three months ended December 31, 2024 $ ( 51 ) $ — $ — $ — $ —
−Removed: Three months ended December 31, 2025 $ 556 $ — $ — $ — $ —
−Removed: Three months ended December 31, 2024 $ 258 $ 106 $ — $ — $ —
−Removed: Three months ended December 31, 2025 $ — $ — $ — $ — $ 44
−Removed: Three months ended December 31, 2024 $ — $ — $ — $ — $ —
−Removed: Three months ended December 31, 2025 $ 10,110 $ 191,794 $ 1,824 $ 2,084 $ 743
−Removed: Three months ended December 31, 2024 $ 11,277 $ 136,109 $ 2,653 $ 1,405 $ —
−Removed: Our results from transactions with our related parties for each of the six months ended December 31, 2025 and 2024, are as follows (in thousands):
+Added: Three months ended March 31, 2026 $ — $ — $ — $ — $ —
+Added: Three months ended March 31, 2025 $ 4,201 $ — $ — $ — $ —
+Added: Three months ended March 31, 2026 $ 383 $ — $ — $ — $ —
+Added: Three months ended March 31, 2025 $ 165 $ — $ — $ — $ —
+Added: Three months ended March 31, 2026 $ — $ — $ — $ — $ 15
+Added: Three months ended March 31, 2025 $ — $ — $ — $ — $ —
+Added: Three months ended March 31, 2026 $ 4,879 $ 202,840 $ 4,450 $ 2,199 $ 1,119
+Added: Three months ended March 31, 2025 $ 7,647 $ 115,519 $ 7,777 $ 1,431 $ —
+Added: Our results from transactions with our related parties for each of the nine months ended March 31, 2026 and 2025, are as follows (in thousands):
Net sales Cost of sales Purchase of fixed assets Research and Development Sales and marketing
−Removed: Six months ended December 31, 2025 $ 88 $ 181,762 $ 3,479 $ 2,407 $ —
−Removed: Six months ended December 31, 2024 $ 7 $ 202,279 $ 7,131 $ 2,987 $ —
−Removed: Six months ended December 31, 2025 $ 10,003 $ 165,360 $ 149 $ 693 $ 635
−Removed: Six months ended December 31, 2024 $ 21,040 $ 173,348 $ 371 $ 660 $ —
+Added: Nine months ended March 31, 2026 $ 403 $ 307,907 $ 7,923 $ 4,161 $ —
+Added: Nine months ended March 31, 2025 $ 10 $ 252,426 $ 14,908 $ 3,958 $ —
+Added: Nine months ended March 31, 2026 $ 14,184 $ 242,055 $ 155 $ 1,138 $ 1,739
+Added: Nine months ended March 31, 2025 $ 24,318 $ 238,720 $ 371 $ 1,120 $ —
Corporate Venture*
−Removed: Six months ended December 31, 2025 $ 8,147 $ — $ — $ — $ —
−Removed: Six months ended December 31, 2024 $ 4,776 $ — $ — $ — $ —
−Removed: Six months ended December 31, 2025 $ 823 $ — $ — $ — $ —
−Removed: Six months ended December 31, 2024 $ 329 $ 534 $ — $ — $ —
−Removed: Six months ended December 31, 2025 $ — $ — $ — $ — $ 46
−Removed: Six months ended December 31, 2024 $ — $ — $ — $ — $ ( 6 )
−Removed: Six months ended December 31, 2025 $ 19,061 $ 347,122 $ 3,628 $ 3,100 $ 681
−Removed: Six months ended December 31, 2024 $ 26,152 $ 376,161 $ 7,502 $ 3,647 $ ( 6 )
+Added: Nine months ended March 31, 2026 $ 8,147 $ — $ — $ — $ —
+Added: Nine months ended March 31, 2025 $ 8,977 $ — $ — $ — $ —
+Added: Nine months ended March 31, 2026 $ 1,206 $ — $ — $ — $ —
+Added: Nine months ended March 31, 2025 $ 494 $ 534 $ — $ — $ —
+Added: Nine months ended March 31, 2026 $ — $ — $ — $ — $ 76
+Added: Nine months ended March 31, 2025 $ — $ — $ — $ — $ ( 6 )
+Added: Nine months ended March 31, 2026 $ 23,940 $ 549,962 $ 8,078 $ 5,299 $ 1,815
+Added: Nine months ended March 31, 2025 $ 33,799 $ 491,680 $ 15,279 $ 5,078 $ ( 6 )
+Added: *The divestiture of our 30% interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party.
+Added: Accordingly, this disclosure covers only the six months ended December 31, 2025.
SMCI | Q3 2026 Form 10-Q | 33
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: Our cash flow impact from transactions with our related parties for each of the six months ended December 31, 2025 and 2024, are as follows (in thousands):
+Added: Our cash flow impact from transactions with our related parties for each of the nine months ended March 31, 2026 and 2025, are as follows (in thousands):
Changes in accounts receivable Changes in prepaid expenses and other assets Changes in accounts payable Changes in accrued liabilities Changes in other long-term liabilities Cash payment for property, plant, and equipment Unpaid property, plant, and equipment
−Removed: Six months ended December 31, 2025 $ — $ 344 $ 33,501 $ 88 $ 225 $ 5,551 $ 1,807
−Removed: Six months ended December 31, 2024 $ ( 1 ) $ 330 $ ( 45,875 ) $ 294 $ 154 $ 6,525 $ 2,946
−Removed: Six months ended December 31, 2025 $ 197 $ 12,672 $ ( 13,405 ) $ 487 $ ( 175 ) $ 149 $ —
−Removed: Six months ended December 31, 2024 $ 108 $ ( 5,741 ) $ ( 9,739 ) $ ( 146 ) $ — $ 357 $ 14
+Added: Nine months ended March 31, 2026 $ — $ ( 344 ) $ 32,863 $ ( 64 ) $ 137 $ 9,217 $ 2,584
+Added: Nine months ended March 31, 2025 $ — $ 577 $ ( 48,270 ) $ 487 $ 227 $ 10,137 $ 7,111
+Added: Nine months ended March 31, 2026 $ ( 145 ) $ ( 14,684 ) $ ( 28,563 ) $ 350 $ ( 251 ) $ 149 $ 7
+Added: Nine months ended March 31, 2025 $ 48 $ ( 3,359 ) $ ( 1,491 ) $ 84 $ 502 $ 371 $ —
Corporate Venture*
−Removed: Six months ended December 31, 2025 $ ( 1,498 ) $ — $ — $ — $ — $ — $ —
−Removed: Six months ended December 31, 2024 $ 5,077 $ — $ — $ — $ — $ — $ —
−Removed: Six months ended December 31, 2025 $ ( 270 ) $ — $ — $ — $ — $ — $ —
−Removed: Six months ended December 31, 2024 $ 842 $ — $ 146 $ — $ — $ — $ —
−Removed: Six months ended December 31, 2025 $ ( 1,571 ) $ 13,016 $ 20,096 $ 575 $ 50 $ 5,700 $ 1,807
−Removed: Six months ended December 31, 2024 $ 6,026 $ ( 5,411 ) $ ( 55,468 ) $ 148 $ 154 $ 6,882 $ 2,960
+Added: Nine months ended March 31, 2026 $ 30 $ — $ — $ — $ — $ — $ —
+Added: Nine months ended March 31, 2025 $ 4,990 $ — $ — $ — $ — $ — $ —
+Added: Nine months ended March 31, 2026 $ ( 125 ) $ — $ — $ — $ — $ — $ —
+Added: Nine months ended March 31, 2025 $ 840 $ — $ ( 230 ) $ — $ — $ — $ —
+Added: Nine months ended March 31, 2026 $ ( 240 ) $ ( 15,028 ) $ 4,300 $ 286 $ ( 114 ) $ 9,366 $ 2,591
+Added: Nine months ended March 31, 2025 $ 5,878 $ ( 2,782 ) $ ( 49,991 ) $ 571 $ 729 $ 10,508 $ 7,111
+Added: *The divestiture of our 30% interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party.
+Added: Accordingly, this disclosure covers only the six months ended December 31, 2025.
Stock-based Compensation and Stockholders’ Equity
1 unchanged sentence
We have 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, authorized but not issued with rights and preferences determined by our board of directors at the time of issuance of such shares.
−Removed: As of December 31, 2025 and June 30, 2025, there were no shares of preferred stock issued and outstanding.
+Added: As of March 31, 2026 and June 30, 2025, there were no shares of preferred stock issued and outstanding.
We may issue up to 1,000,000,000 shares of common stock, $ 0.001 par value per share.
The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.
−Removed: SMCI | Q2 2026 Form 10-Q | 30
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Equity Incentive Plan
5 unchanged sentences
Stock options and RSUs generally vest over four years ( 25 % after one year and quarterly thereafter).
−Removed: As of December 31, 2025, we had 11,639,859 authorized shares available for future issuance under the 2020 Plan.
+Added: As of March 31, 2026, we had 7,654,346 authorized shares available for future issuance under the 2020 Plan.
+Added: SMCI | Q3 2026 Form 10-Q | 34
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Determining Fair Value
1 unchanged sentence
Treasury risk-free rates, amortized over the vesting period.
−Removed: The weighted-average estimated fair value of employee stock options granted during the three and six months ended December 31, 2025 was $ 36.16 and $ 38.01 per share, respectively, and three and six months ended December 31, 2024 was $ 20.82 and $ 30.29 , respectively using the below assumptions.
−Removed: The fair value of stock option grants for the three and six months ended December 31, 2025 and 2024 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
−Removed: Three Months Ended December 31, Six Months Ended December 31,
+Added: The weighted-average estimated fair value of employee stock options granted during the three and nine months ended March 31, 2026 was $ 21.70 and $ 33.98 per share, respectively, and three and nine months ended March 31, 2025 was $ 18.97 and $ 26.03 , respectively, using the below assumptions.
+Added: The fair value of stock option grants for the three and nine months ended March 31, 2026 and 2025 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
+Added: Three Months Ended March 31, Nine Months Ended March 31,
2026 2025 2026 2025
6 unchanged sentences
3.44 years - 5.96 years
+Added: 3.00 years - 5.98 years
Dividend yield — % — % — % — %
2 unchanged sentences
76.16 % - 92.16 %
−Removed: The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended December 31, 2025 and 2024 (in thousands):
−Removed: Three Months Ended December 31, Six Months Ended December 31,
63.67 % - 95.28 %
+Added: The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended March 31, 2026 and 2025 (in thousands):
+Added: Three Months Ended March 31, Nine Months Ended March 31,
+Added: 2026 2025 2026 2025
Cost of sales $ 11,522 $ 7,060 $ 25,400 $ 17,713
5 unchanged sentences
Stock-based compensation expense, net $ 97,221 $ 62,271 $ 235,185 $ 173,398
−Removed: During the three and six months ended December 31, 2025, there was no stock-based compensation expense capitalized to our condensed consolidated balance sheets.
−Removed: During the three and six months ended December 31, 2024, stock-based compensation expense capitalized to our condensed consolidated balance sheets was $ 0.1 million and $ 0.3 million, respectively.
−Removed: SMCI | Q2 2026 Form 10-Q | 31
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: During the three and nine months ended March 31, 2026, there was no stock-based compensation expense capitalized to our condensed consolidated balance sheets.
+Added: During the three and nine months ended March 31, 2025, stock-based compensation expense capitalized to our condensed consolidated balance sheets was $ 0.2 million and $ 0.5 million, respectively.
Stock Option Activity
3 unchanged sentences
Shares exercised before November 14, 2026 must be held until that date, except for those sold to cover exercise costs and taxes.
−Removed: The achievement status of the operational and stock price milestones as of December 31, 2025 was as follows:
+Added: SMCI | Q3 2026 Form 10-Q | 35
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: The achievement status of the operational and stock price milestones as of March 31, 2026 was as follows:
Annualized Revenue Milestone
22 unchanged sentences
(10) 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.
−Removed: During the three and six months ended December 31, 2025, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 1.0 million and $ 1.9 million, respectively.
−Removed: During the three and six months ended December 31, 2024, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 3.8 million and $ 11.5 million, respectively.
−Removed: As of December 31, 2025, we had $ 3.6 million in unrecognized compensation cost related to the 2023 CEO Performance Stock Option.
−Removed: The unrecognized compensation cost as of December 31, 2025 is expected to be recognized over a period of 1 year.
−Removed: SMCI | Q2 2026 Form 10-Q | 32
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
−Removed: The following table summarizes stock option activity during the six months ended December 31, 2025 under all plans:
+Added: During the three and nine months ended March 31, 2026, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 0.9 million and $ 2.9 million, respectively.
+Added: During the three and nine months ended March 31, 2025, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 0.9 million and $ 12.4 million, respectively.
+Added: As of March 31, 2026, we had $ 2.6 million in unrecognized compensation cost related to the 2023 CEO Performance Stock Option.
+Added: The unrecognized compensation cost as of March 31, 2026 is expected to be recognized over a period of 0.75 years.
+Added: The following table summarizes stock option activity (including CEO Performance Stock Options) during the nine months ended March 31, 2026 under all plans:
Outstanding Weighted
8 unchanged sentences
Forfeited/Cancelled ( 975,634 ) $ 37.45 $ — — $ —
−Removed: Balance as of December 31, 2025
+Added: Balance as of March 31, 2026
35,420,914 $ 25.13 $ — 6.49 $ 322,574
−Removed: Options exercisable at December 31, 2025
+Added: Options exercisable at March 31, 2026
24,885,340 $ 17.48 $ — 5.63 $ 309,416
−Removed: The total pretax intrinsic value of options exercised during the three and six months ended December 31, 2025 was $ 16.4 million and $ 39.7 million, respectively.
−Removed: The total pretax intrinsic value of options exercised during the three and six months ended December 31, 2024 was $ 52.7 million and $ 115.8 million, respectively.
−Removed: As of December 31, 2025, $ 250.2 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.62 years.
−Removed: The following table summarizes RSU activity during the six months ended December 31, 2025 under all plans:
+Added: SMCI | Q3 2026 Form 10-Q | 36
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: The total pretax intrinsic value of options exercised during the three and nine months ended March 31, 2026 was $ 10.8 million and $ 50.5 million, respectively.
+Added: The total pretax intrinsic value of options exercised during the three and nine months ended March 31, 2025 was $ 46.8 million and $ 162.6 million, respectively.
+Added: As of March 31, 2026, $ 237.2 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.59 years.
+Added: The following table summarizes RSU activity during the nine months ended March 31, 2026 under all plans:
Time-Based RSUs
6 unchanged sentences
Forfeited ( 1,402,029 ) $ 40.15
−Removed: Balance as of December 31, 2025
+Added: Balance as of March 31, 2026
19,029,102 $ 40.85
−Removed: As of December 31, 2025, $ 701.7 million of unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted-average period of 2.62 years.
−Removed: We recorded a provision for income taxes of $ 99.2 million and $ 139.3 million for the three and six months ended December 31, 2025, respectively, and provision of $ 57.0 million and $ 131.7 million for the three and six months ended December 31, 2024, respectively.
−Removed: The effective tax rate was 19.8 % and 19.7 % for the three and six months ended December 31, 2025, respectively, and 15.2 % and 15.1 % for the three and six months ended December 31, 2024, respectively.
−Removed: The effective tax rate for the three and six months ended December 31, 2025 was higher than that for the three and six months ended December 31, 2024, primarily due to the significant decrease in tax deductions related to stock-based compensation and research tax credit, due to a lower stock vesting price in the three and six months ended December 31, 2025, combined with an increase of state taxes which was attributable to a change in our jurisdictional mix of income.
−Removed: The effective tax rate for the three and six months ended December 31, 2025 were lower than the U.S.
+Added: As of March 31, 2026, $ 689.4 million of unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted-average period of 2.48 years.
+Added: We recorded a provision for income taxes of $ 126.9 million and $ 266.2 million for the three and nine months ended March 31, 2026, respectively, and provision of $ 5.8 million and $ 137.5 million for the three and nine months ended March 31, 2025, respectively.
+Added: The effective tax rate was 20.8 % and 20.2 % for the three and nine months ended March 31, 2026, respectively, and 5.1 % and 13.9 % for the three and nine months ended March 31, 2025, respectively.
+Added: The effective tax rates for the three and nine months ended March 31, 2026, were higher than that for the three and nine months ended March 31, 2025, primarily due to the significant decrease in tax deductions related to stock-based compensation and U.S.
+Added: federal research tax credit, driven by a lower stock vesting price in the three and nine months ended March 31, 2026.
+Added: The effective tax rates for the three and nine months ended March 31, 2026 were lower than the U.S.
federal statutory rate of 21%, primarily due to tax benefits from the foreign-derived intangible income deduction, stock-based compensation, and the U.S.
federal research tax credit.
−Removed: SMCI | Q2 2026 Form 10-Q | 33
−Removed: SUPER MICRO COMPUTER, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law and contains several changes to key U.S.
1 unchanged sentence
The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
−Removed: As of December 31, 2025, we have recognized the tax effects of certain OBBBA provisions.
−Removed: We will continue to evaluate the impact of the OBBBA upon our future effective tax rate, tax liabilities, and cash taxes.
+Added: As of March 31, 2026, we have recognized the tax effects of certain OBBBA provisions.
+Added: We will continue to evaluate the impact of the Act upon our future effective tax rate, tax liabilities, and cash taxes.
We believe that we have adequately provided reserves for all uncertain tax positions;
1 unchanged sentence
Accordingly, our provision on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or as the underlying matters are settled or otherwise resolved.
+Added: SMCI | Q3 2026 Form 10-Q | 37
+Added: SUPER MICRO COMPUTER, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In general, the federal statute of limitations remains open for tax years ended June 30, 2023 through 2025.
1 unchanged sentence
Certain statutes of limitations in major foreign jurisdictions remain open for the tax years ended June 30, 2020 through 2025.
−Removed: It is reasonably possible that our gross unrecognized tax benefits will decrease by approximately $ 4.1 million, in the next 12 months, due to the lapse of the statute of limitations in certain jurisdictions.
+Added: It is reasonably possible that our gross unrecognized tax benefits will decrease by approximately $ 4.1 million, in the next 12 months, due to the lapse of the statute of limitations.
These adjustments, if recognized, would positively impact our effective tax rate, and would be recognized as additional tax benefits.
+Added: As of March 31, 2026, we are under examination in certain tax jurisdictions, including the United States for fiscal year ended June 30, 2024, and India for tax years ended in 2024 and 2025.
Commitments and Contingencies
4 unchanged sentences
5:24-cv-06147).
−Removed: On October 4, 2024, a putative class action complaint was filed in the same court ( Norfolk County Retirement System v.
+Added: Additional putative class action complaints were filed in the same court on October 4, 2024 ( Norfolk County Retirement System v.
Super Micro Computer, Inc., et al.
5:24-cv-06980);
−Removed: On October 18, 2024, a putative class action complaint was filed in the same court ( Covey Financial Inc., et al.
+Added: on October 18, 2024 ( Covey Financial Inc., et al.
Super Micro Computer, Inc., et al.
5:24-cv-07274);
+Added: and on March 25, 2026 ( Bhuva v.
+Added: Super Micro Computer, Inc.
+Added: 3:26-cv-02606).
+Added: Another such complaint was filed on April 8, 2026 (C ity of Hialeah Employees Retirement System v.
+Added: Super Micro Computer, Inc.
+Added: 5:26-cv-03018), which included a former director of the company as an additional defendant.
The complaints contain similar allegations, claiming that (i) each of the defendants violated Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder and (ii) each of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer violated Section 20(a) of the Securities Exchange Act as controlling persons of the Company for the alleged violations under (i), due (in each case) to alleged misrepresentations and/or omissions in public statements regarding the Company’s financial results and its internal controls and procedures.
1 unchanged sentence
The appointment of Lead Plaintiff has been appealed to the Supreme Court of California.
−Removed: Company filed its Motion to Dismiss on November 21, 2025, with the hearing scheduled for March 12, 2026.
+Added: Company filed its Motion to Dismiss on November 21, 2025.
These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.
39 unchanged sentences
On January 6, 2026, a substantially similar lawsuit was filed in the Delaware Court of Chancery, captioned Mathiyalagan v.
−Removed: On January 29, 2026, another substantially similar lawsuit was filed in Northern District of California by plaintiffs Employees’ Retirement System of the State of Rhode Island and Bucks County Employees’ Retirement System.
+Added: 2026-0013-KSJM.
+Added: On January 29, 2026, another substantially similar lawsuit was filed in Northern District of California by plaintiffs Employees’ Retirement System of the State of Rhode Island and Bucks County Employees’ Retirement System, Case No.
+Added: 5:26-cv-00955-NC.
These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.
2 unchanged sentences
The Company continues to produce documents in response to the subpoena.
+Added: The Company received another subpoena on April 28, 2026.
The matter is too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.
7 unchanged sentences
It is not possible to determine the maximum potential amount of payments we could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim.
−Removed: However, we maintain directors and officers liability insurance coverage to reduce its exposure to such obligations.
+Added: However, we maintain directors and officers liability insurance coverage to reduce our exposure to such obligations.
SMCI | Q3 2026 Form 10-Q | 39
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
+Added: Other matters
+Added: As a result of a Supreme Court ruling issued in February 2026, we may be entitled to a refund of tariffs previously paid on imported products under the IEEPA.
+Added: As of March 31, 2026, we have not recognized an asset related to the potential refund.
+Added: We will continue to evaluate new information and will recognize the refund when the right to receive the amount becomes realized or realizable.
+Added: On April 7, 2026, the Company announced that it had launched an independent investigation into the allegations described in the March 19, 2026, indictment from the U.S.
+Added: Attorney’s Office for the Southern District of New York concerning three individuals either employed or associated with the Company at the time in connection with an alleged conspiracy to commit export control violations.
+Added: The independent investigation is being led by the Lead Independent Director of the Company’s Board and the Chair of the Board’s Audit Committee, who will report their findings and conclusions to the other four independent members of the Board.
+Added: The investigations are ongoing and no conclusion has been reached.
Purchase Commitments — We have agreements to purchase inventory and non-inventory items primarily through the next 12 months.
−Removed: As of December 31, 2025 , these remaining non-cancelable commitments were $ 3.9 billion , including $ 276.3 million for related parties.
−Removed: We also review and assess the need for expected loss liabilities on a quarterly basis for all products we do not expect to sell for but have committed purchases from suppliers.
−Removed: There were no loss liabilities recognized as of December 31, 2025 and June 30, 2025.
+Added: As of March 31, 2026 , these remaining non-cancelable commitments were $ 10.1 billion , including $ 228.6 million for related parties.
+Added: We also review and assess the need for expected loss liabilities on a quarterly basis for all products we do not expect to sell but have committed purchases from suppliers.
+Added: As of March 31, 2026, we recorded $ 4.1 million of loss liabilities.
+Added: The loss liabilities are recorded in accrued liabilities in our condensed consolidated balance sheets .
+Added: There were no loss liabilities recognized as of June 30, 2025.
Lease Commitments — See Note 10, “Leases”, for a discussion of our operating lease commitments.
−Removed: Subsequent Events
−Removed: CTBC credit agreement
−Removed: On January 21, 2026, we entered into a credit agreement with a group of lenders led by CTBC Bank Co., Ltd., along with Credit Agricole CIB, Taipei Branch and E.Sun Commercial Bank, Ltd.
−Removed: as lead arrangers.
−Removed: The agreement provides for two revolving credit facilities totaling $ 710.0 million, with an option to increase total commitments to up to $ 2.0 billion, subject to certain conditions.
−Removed: On January 30, 2026, we entered into an increased facilities letter under this credit agreement, providing for additional revolving credit facilities in an aggregate amount of $ 1.1 billion.
−Removed: As a result, the total lender commitments under the credit agreement increased to $ 1.8 billion.
SMCI | Q3 2026 Form 10-Q | 40
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.