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Item 1. Business

2026-08-31 compared with 2025-08-28 · 105 added, 115 removed, 182 unchanged (55% of the section changed)

We are a Silicon Valley-based provider of total IT solutions which address demanding workloads from the enterprise and cloud to the intelligent edge.

We are a Silicon Valley-based provider of total information technology ("IT") solutions which address demanding workloads from the enterprise and cloud to the intelligent edge.

We deliver rack-scale solutions optimized for various workloads, including artificial intelligence (“AI”) and high-performance computing (“HPC”), where acceleration is critical.

Additionally, we offer an extensive portfolio of server and storage solutions for enterprise data centers, cloud service providers, and edge computing applications, such as 5G Telco, Retail and embedded.

Our Total IT Solutions encompass complete servers, storage systems, modular blade servers, workstations, full-rack scale solutions, networking devices, server sub-systems and server management.

These turn-key solutions are designed, developed, validated and installed for leading AI datacenters.

Additionally, we offer an extensive portfolio of server and storage solutions for enterprise data centers, cloud service providers ("CSPs"), and edge computing applications, such as 5G Telco, Retail and embedded.

During fiscal year 2026, we advanced our transformation into a total data center infrastructure provider through our Data Center Building Block Solutions ® (“DCBBS”), an integrated offering that delivers complete, modular AI infrastructure from validated components and sub-systems, ranging from individual graphics processing units (“GPUs”) and networking switches to complete racks, site infrastructure, management software, and professional services.

This complements our Total IT Solutions, which encompass complete servers, storage systems, modular blade servers, workstations, full-rack scale solutions, networking devices, server sub-systems and server management.

These turn-key solutions are designed, developed, validated and installed for leading AI data centers.

Our Total IT Solutions are designed for optimal power and thermal management, including using Supermicro’s state-of-the-art liquid cooling technologies.

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Our server and storage systems, sub-systems, and accessories are architecturally designed for high reliability, quality, configurability, and scalability.

Our in-house design competencies, design control over many of the sub-systems required within our server and storage systems, along with our Server Building Block Solutions ® (an innovative, modular and open architecture) enable us to rapidly develop, build and test complete solutions, which include servers, storage, software, and networking components.

SMCI | 2026 Form 10-K | 1

Our in-house design competencies, design control over many of the sub-systems required within our server and storage systems, and our Server Building Block Solutions ® (an innovative, modular and open architecture) enable us to rapidly develop, build and test complete solutions, which include servers, storage, software, and networking components.

As a result, when new technologies are brought to market, we are generally able to quickly assemble a broad portfolio of solutions by leveraging common building blocks across product lines.

We work closely with the leading microprocessor, graphics processing units (“GPU”), memory, disk/flash, and interconnect vendors and other hardware and software suppliers to coordinate our new products’ design with their product release schedules.

We work closely with the leading microprocessor, GPU, memory, disk/flash, and interconnect vendors and other hardware and software suppliers to coordinate our new products’ design with their product release schedules.

This enhances our ability to rapidly introduce new products by incorporating the latest technology, improve quality and reduce costs.

We seek to be the first to market with superior product designs, and we have the ability to offer a broad selection of products using those technologies to our customers.

SMCI | 2025 Form 10-K | 1

We conduct our operations principally from our Silicon Valley headquarters and facilities in Taiwan and the Netherlands.

Additionally as part of our efforts to expand our capacities, we added a new facility in Malaysia during the fiscal year ended June 30, 2025.

During the fiscal year ended June 30, 2026, we continued to expand our worldwide capacity, including a significant expansion of our Silicon Valley operations, including the on-going construction of a new state-of-the-art business complex and additional property leases to support our DCBBS campus near our San Jose headquarters.

We conduct our operations principally from our Silicon Valley headquarters, and facilities in Taiwan, Malaysia, and the Netherlands.

Our sales and marketing activities operate through a combination of our direct sales force and indirect sales channel partners.

We work with distributors, value-added resellers, system integrators, and original equipment manufacturers (“OEMs”) to market and sell our optimized solutions to their end customers in our indirect sales channels.

Our objective is to be the world’s leading provider of Rack Scale Total IT Solutions, offering a comprehensive portfolio of high-performance, application-optimized server, storage and networking solutions.

Achieving this objective requires continuous development and innovation of our Total IT Solutions portfolio with better price-performance and architectural advantages over both prior generations of our solutions and competitors’ offerings.

Our objective is to be the world’s leading provider of Total AI/IT Solutions, through a richer enterprise customer mix and broader adoption of our optimized DCBBS architecture.

Combined with continued investment in technology leadership, manufacturing scale, and global compliance, we are enabling customers to deploy AI infrastructure faster and more efficiently, offering a comprehensive portfolio of high-performance, application-optimized server, storage and networking solutions.

Achieving this objective requires continuous development and innovation of our Total AI/IT Solutions portfolio with better price-performance and architectural advantages over both prior generations of our solutions and competitors’ offerings.

Through our strategy, we seek to maintain or improve our relative competitive position in many product areas and pursue markets that provide us with additional long-term growth opportunities.

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Introducing Innovative Products Faster

We seek to sustain advantages in both time-to-market and breadth of products by incorporating the latest technological innovations, such as new processors (central processing units (“CPUs”), and GPUs), liquid cooling enhancements, advancements in memory and storage, and evolving I/O technologies.

We seek these advantages by leveraging our in-house design capabilities and our Building Block Solutions ® architecture.

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In particular, during the fiscal year ended June 30, 2026 (“fiscal year 2026”):

• We delivered a comprehensive portfolio of AI-focused solutions, specifically designed to support the latest AI workloads, including products compatible with NVIDIA’s Hopper (H100/H200) and Blackwell (GB200/B200/RTX Pro 6000) generation platforms;

• We launched our Data Center Building Block Solutions (“DCBBS”), an integrated offering that simplifies the deployment of liquid-cooled AI factories.

This solution includes all critical infrastructure components - servers, storage, networking, racks, liquid cooling infrastructure, software, services, and support;

• We unveiled DLC-2, our next-generation Direct Liquid Cooling solution, engineered to significantly reduce power and water consumption, noise, and spatial requirements in data centers.

DLC-2 can lower electricity costs by up to 40% compared to air-cooled setups and reduce total cost of ownership (“TCO”) by up to 20%;

• We introduced new products supporting Intel ® Xeon ® 6900 Series processors and Intel ® Xeon ® 6 data center CPUs, as well as AMD EPYC™ 9005 Series CPUs and AMD Instinct™ MI350/355 Series GPUs;

• We expanded our edge and IoT portfolio with a variety of new systems designed for low-power environments that require compact, efficient compute solutions;

• We broadened our storage offerings with an AI-optimized storage solution built for large-scale AI training workloads, and introduced new, enterprise-grade, scale-up storage products.

• We delivered a comprehensive portfolio of AI-focused solutions specifically designed to support the latest AI workloads, including products compatible with NVIDIA's Blackwell and Blackwell Ultra generation platforms, such as the NVIDIA GB300 NVL72, GB200 NVL72, and HGX B300 and B200 systems, in air-cooled and liquid-cooled configurations;

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• We continued to scale our DCBBS, which simplify the deployment of liquid-cooled AI factories by integrating all critical infrastructure components—servers, storage, networking, racks, liquid cooling infrastructure, power distribution, software, services, and support.

In approximately one year, our DCBBS product lines grew to more than ten key subsystems, including coolant distribution units, liquid-to-air heat exchangers, chilled doors, power shelves, battery backup units, water towers, dry towers, high-speed switching, and data center management software;

• We continued to deploy our next-generation Direct Liquid Cooling solution, DLC-2, engineered to significantly reduce power and water consumption, noise, and spatial requirements in data centers.

DLC-2 provides nearly full liquid-cooling heat capture coverage of up to 98% per server rack, can reduce data center power consumption by up to 40% compared to air-cooled installations, and can decrease total cost of ownership (“TCO”) by up to 20%;

• We announced support for, and expanded rack-scale manufacturing and liquid-cooling capacity for, the upcoming NVIDIA Vera Rubin platform, including the NVIDIA Vera Rubin NVL72 and NVIDIA HGX Rubin NVL8 systems, and introduced DCBBS Blueprints for these platforms designed to scale AI data centers from a 5 megawatt (“MW”) to a 1 gigawatt ("GW") power envelope;

• We introduced new products supporting Intel Xeon 6 and Intel Xeon 6+ processors, AMD EPYC processors, and AMD Instinct™ MI350 series GPUs (MI350X and MI355X), and expanded our portfolio with Arm®-based platforms and additional Open Compute Project (“OCP”) ORv3-compliant systems;

• We announced support for AMD’s next–generation Helios platform.

Helios is a 72-GPU double-width rack-scale system powered by AMD Instinct MI455X GPUs, 6th Gen AMD EPYC™ CPUs, and AMD Pensando™ networking technologies all unified by the open AMD ROCm™ software stack;

• We expanded our product offerings to include systems that support Arm AGI CPUs with an air-cooled dual-socket 2U compute-optimized and 5U GPU-optimized rackmount server, as well as a liquid-cooled multi-node solution designed specifically for rack-scale agentic AI deployments;

• We expanded our edge and internet of things ("IoT") portfolio with a variety of new systems designed for low-power environments that require compact, efficient compute solutions;

• We broadened our storage offerings with AI-optimized storage solutions built for large-scale AI training and inference workloads, including systems designed for context memory extension.

Capitalizing on New Applications and Technologies

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We believe there are significant opportunities for us in each of these rapidly developing markets, driven by stringent design requirements for these applications that often require the use of the latest technologies, allowing us to leverage our capabilities in product innovation, superior time-to-market, and portfolio breadth.

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Liquid Cooling

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In addition, we manufacture the sophisticated management systems -- Cooling Distribution Units, Cooling Distribution Manifolds -- to regulate system temperatures for maximum performance.

Our DLC-2 technology stack also includes rear door heat exchangers, liquid-to-air sidecars, and cooling towers, along with proprietary coolant fluids engineered for enhanced chemical and thermal stability.

Liquid cooling can be easily included in rack-level integrations to further increase system efficiency, reduce instances of thermal throttling, and lower both the TCO and Total Cost to Environment of data center deployments.

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Driving Software and Services Sales to our Global Enterprise Customers

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Leveraging Our Global Operating Structure

We are committed to expanding our worldwide manufacturing capacity and logistics operations across the United States, Taiwan, and the Netherlands, and we have increased our manufacturing capacity with our new facility in Malaysia.

This strategic expansion allows us to serve our customers more efficiently while reducing overall manufacturing costs.

We are committed to expanding our worldwide manufacturing capacity and logistics operations across the United States, Taiwan, the Netherlands, and Malaysia.

During fiscal year 2026, we significantly expanded our Silicon Valley operations including the on-going construction of a new state-of-the-art business complex and additional property leases to support our DCBBS campus near our San Jose headquarters.

This strategic expansion allows us to serve our customers more efficiently, reduce time to delivery, mitigate the impact of tariffs and regional costs, and reduce overall manufacturing costs.

Products and Services

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We complement our accelerated compute platforms inclusive of server and storage system offerings with software management, global services and support, the revenue for which is included in our server and storage systems revenue.

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Server and Storage Systems

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• SuperStorage systems that provide high-density storage while leveraging an efficient use of power to achieve performance-per-watt savings.

Our storage systems are also designed for maximum performance for AI training environments;

Our storage systems are also designed for maximum performance for AI training and inference environments;

• Hyper, CloudDC, and WIO, an extensive rackmount system family that provides optimization for a broad range of workloads and environments that deliver entire clusters of racks, with both liquid-cooled and air-cooled options, per customer requirements;

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Server Software Management Solutions

Our open industry-standard remote system management solutions, such as our Server Management suite, including Supermicro Server Manager, Supermicro Power Management software, Supermicro Update Manager, SuperCloud Composer and SuperDoctor 5, are designed to efficiently manage large-scale heterogeneous data center environments, including liquid cooling.

Our open industry-standard remote system management solutions, such as our Server Management suite, including Supermicro Server Manager, Supermicro Power Management software, Supermicro Update Manager, SuperCloud Composer, SuperCloud Director, and SuperDoctor 5, are designed to efficiently manage large-scale heterogeneous data center environments, including liquid cooling.

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Supermicro Global Services

We are rapidly expanding our global service capabilities in support of large-scale AI Cluster deployments and the need to support Enterprise AI adoption in on-premise data centers.

We are expanding our global service capabilities in support of large-scale AI Cluster deployments and the need to support Enterprise AI adoption in on-premise data centers.

We provide global service and support offerings for our direct and OEM customers and our indirect sales channel partners, either directly or through approved distributors and third-party partners.

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Rack Level Services:

Our rack level services provide complete service from design to deployment for full rack and cluster level deployments of AI and HPC datacenters.

Our rack level services provide complete service from design to deployment for full rack and cluster level deployments of AI and HPC data centers.

We leverage Supermicro experts and resources to work with leading CSP and Enterprise data centers to completely design and deliver turn-key solutions handling all phases of the data center design and rack integration and installation process.

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Our customer support team provides ongoing maintenance and technical support for our products through our website and 24/7 direct phone-based support.

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Research and Development

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During each of the fiscal years ended June 30, 2026, 2025, and 2024, we sold to over 1,000 customers in over 100 countries.

In addition, over the three years ended June 30, 2025, we have sold to thousands of end users through our indirect sales channel.

In addition, over the last three fiscal years, we have sold to thousands of end users through our indirect sales channel.

These customers represent a diverse set of market verticals including enterprise data centers, cloud computing, AI, 5G and edge computing markets.

Four customers each accounted for 10% or more of our net sales in fiscal year 2025 and one single customer accounted for 10% or more of net sales in fiscal year 2024.

No customer accounted for 10% or more of our net sales in fiscal year 2023.

Sales and Marketing

Our sales and marketing activities are conducted through a combination of our direct sales force and our indirect sales channel partners.

Our direct sales force is primarily focused on selling Total IT Solutions, including management software and global services, to large scale cloud, enterprise and OEM customers.

Our direct sales force is primarily focused on selling Total IT Solutions and DCBBS, including management software and global services, to large scale cloud, enterprise and OEM customers.

In addition, we operate a centralized command center, designed to assist customers with quick and accurate configurations.

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We work with distributors, value-added resellers, system integrators, and OEMs to market and sell our optimized solutions to their end customers.

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International Sales

Our global sales efforts are supported both by our international offices in the Netherlands, Taiwan, South Korea, United Kingdom, China, and Japan, as well as by our United States based sales team.

Our global sales efforts are primarily supported by our international offices in the Netherlands, Taiwan, Malaysia, as well as by our United States based sales team.

Product fulfillment and first level support for our international customers are provided by Supermicro Global Services, as well as through our indirect sales channel and OEMs.

Sales to customers located outside of the United States represented 29.1%, 40.6%, and 32.0% of net sales in fiscal years 2026, 2025, and 2024, respectively.

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Our geographic sales mix fluctuated significantly during fiscal year 2026, driven in part by the concentrated deployment of large-scale AI data center customers.

Our marketing programs are designed to create global awareness and brand-recognition for our company and products, as well as an understanding of the significant value we bring to customers.

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We also leverage our suppliers’ cooperative marketing programs to jointly benefit from their marketing development funds.

Intellectual Property

Intellectual Property ("IP")

We seek to protect our intellectual property rights with a combination of patents, trademarks, copyrights, trade secret laws, and disclosure restrictions.

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We also enter into confidentiality and proprietary rights agreements with our employees, consultants, and other third parties and control access to our designs, documentation, and other proprietary information.

Although we believe that our patents have value, neither our business as a whole nor any of our principal businesses are materially dependent on a single patent.

Manufacturing and Quality Control

We manufacture the majority of our systems at our San Jose, California headquarters.

We believe we are the only major server, storage, and accelerated compute platform vendor that designs, develops, and manufactures a significant portion of their systems in the United States.

We believe we are the only major server, storage, and accelerated compute platform vendor that designs, develops, and manufactures a significant portion of its systems in the United States.

Global assembly, test and quality control of our servers are performed at our manufacturing facilities in San Jose, California, Taiwan, the Netherlands, and Malaysia.

During fiscal year 2026, we expanded our United States manufacturing capacity, including a new Silicon Valley business complex and DCBBS campus near our headquarters.

In each of our existing facilities, a Quality and Environmental Management System has been certified according to ISO 9001, ISO 14001 and/or ISO 13485 standards.

Our suppliers and contract manufacturers are required to adhere to the same standards to maintain consistent product and service quality and continuous improvement of quality and environmental performance.

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We use several third-party suppliers and contract manufacturers for materials and sub-assemblies.

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(“Ablecom”) and its affiliate Compuware Technology, Inc.

(“Compuware”), both of which are related parties, for contract design and manufacturing coordination support.

(“Compuware”), both of which are related parties to us, for contract design and manufacturing coordination support.

We work with Ablecom to optimize modular designs for our chassis and several other components.

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We also have a series of agreements with Compuware, including multiple product development, production and service agreements, as well as product manufacturing agreements and lease agreements for office space.

See Note 10, “Related Party Transactions” in the notes to the consolidated financial statements and Part III, Item 13, “Certain Relationships and Related Transactions and Director Independence.”

Compuware also serves as a non-exclusive authorized distributor of our products and, from time to time, as our sales representative.

See Note 11, “Related Party Transactions” in the notes to the consolidated financial statements in this Annual Report and Part III, Item 13, “Certain Relationships and Related Transactions and Director Independence.”

We continuously monitor our inventory to meet customer delivery requirements and minimize the risk of inventory obsolescence.

Due to our building-block designs, our inventory can generally be used with multiple products, lowering working capital requirements and reducing the risk of inventory write-downs.

During fiscal year 2026, the computer server industry experienced supply constraints for certain components, including memory and storage, as well as GPU and CPU availability, which affected the timing of certain of our product deliveries, as well as the pricing of these items.

See "Risk Factors—Risks Related to our Global Operating Business and Industry—We rely on a limited number of suppliers for certain components used to manufacture our products" for additional information.

The market for our products is highly competitive, rapidly evolving and subject to new technological developments, changing customer needs and new product introductions.

We compete primarily with large vendors of x86-based general purpose servers and components.

In addition, we also face competition from smaller vendors that specialize in the sale of server components and systems.

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• ODMs, such as Foxconn, Quanta Computer, and Wiwynn Corporation.

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The principal competitive factors in our market include the following:

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In addition, it is possible that new competitors could emerge and gain significant market share.

See "Risk Factors—Risks Related to our Global Operating Business and Industry—Changing technology and intense competition require us to continuously innovate while controlling product costs, and our failure to do so may result in decreased revenues and profitability" for additional information.

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Government Regulation

Our worldwide business activities subject us to various federal, state, local, and foreign laws in the countries in which we operate, and our Total IT Solutions are subject to laws and regulations affecting their sale.

Although there is no assurance that existing or future governmental laws and regulations, including environmental and import and export controls regulations, applicable to our operations or Total IT Solutions will not have a material adverse effect on our business, financial condition, results of operations, and competitive position, we do not currently anticipate material increases in expenditures for compliance with government regulations.

Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, results of operations, or competitive position and we do not currently anticipate material capital expenditures for environmental control facilities.

Compliance with existing or future governmental regulations, including, but not limited to, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption, business acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, competition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could further increase our costs, impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition and results of operations in subsequent periods.

To date, costs and expenses incurred to comply with these governmental regulations, including environmental and import and export controls regulations, have not been material to our business, financial condition, results of operations, and competitive position, although compliance-related costs, including legal, consulting and personnel expenditures, may continue to increase as a result of the evolving regulatory landscape and matters described in “Risks Related to Regulatory, Legal, Our Stock, and Other Matters” below.

We are subject to U.S.

and other applicable trade control regulations that restrict with whom we may transact business, including the trade sanctions enforced by the U.S.

Treasury, Office of Foreign Assets Control and the import and export controls enforced by the U.S.

Commerce Department’s Bureau of Industry and Security.

If we fail to comply with laws and regulations restricting dealings with sanctioned countries, companies and/or persons subject to restricted party lists or parties engaged in restricted end uses, we may be subject to enforcement actions, including civil or criminal penalties.

The United States and other countries continually update their lists of export-controlled items and technologies and may impose new or more-restrictive export requirements on our products in the future.

and other applicable trade control regulations that restrict with whom we may transact business, including the economic sanctions administered and enforced by the U.S.

Department of the Treasury, Office of Foreign Assets Control (“OFAC”) and the export and import control regulations, including the Export Administration Regulations (“EAR”), enforced by the U.S.

Department of Commerce Bureau of Industry and Security (“BIS”), among other U.S.

government agencies.

We may also be subject to sanctions and trade control regulations administered by other jurisdictions in which we operate, including the European Union, the United Kingdom, and the United Nations Security Council.

If we fail to comply with applicable sanctions, export control, import, or antiboycott laws and regulations, we may be subject to enforcement actions, including civil and/or criminal penalties, the blocking or freezing of assets, prohibition of transactions, or denial of export privileges.

and other countries continually update their lists of export-controlled items, technologies, and restricted parties, and may impose new or more restrictive export, imports, or sanctions requirements on our products, customers, or markets in the future.

Our products, or those on which we or our customers rely, may be classified under the Commerce Control List and may require export licenses depending on the classification, destination, end user, and end use.

As a result of regulatory changes, we may be required to obtain licenses or other authorizations to continue supporting existing customers or to supply existing products to new customers in China, Eastern Europe, Southeast Asia, and elsewhere.

Further escalations in trade restrictions or hostilities, particularly between the United States and China, could impede our ability to sell or support our products.

Our joint venture in China may become subject to additional trade restrictions, and those trade restrictions could harm our reputation in the market.

Further escalations in trade restrictions or hostilities, particularly between the U.S.

and China, could impede our ability to develop, sell or support our products.

We maintain an export compliance program designed to comply with applicable export controls.

However, there can be no assurance that our compliance efforts will successfully prevent all violations or that our products will not be diverted to unauthorized end users or end uses in circumvention of our program.

In connection with the matters described under “Risks Related to Regulatory, Legal, Our Stock, and Other Matters” below, the Company has undertaken, and is continuing to undertake, a review and enhancement of its export compliance program.

There can be no assurance that these enhancements will be sufficient to prevent future violations or satisfy the expectations of governmental authorities.

In October 2022, U.S.

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At the same time, export restrictions and export license requirements were also imposed on certain GPUs and advanced integrated circuits, as well as computing equipment containing such components, with a focus on China (including Hong Kong).

These restrictions impacted certain of our products, including products that contain the NVIDIA A100 and H100 integrated circuits, among others.

In November 2023, the export control restrictions on advanced integrated circuits, supercomputing and other end uses were revised and further expanded to cover additional countries where we sell our products, such as those in the Middle East, as well as additional parties based on the location of their headquarters, or the headquarters of their ultimate parent.

Compliance with ever-changing regulations is complex and time consuming.

We may experience delays in implementing procedures to address the evolving regulatory requirements.

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In January 2025, the U.S.

export control regulations targeting advanced integrated circuits and computing were further revised to include a worldwide authorization requirement for certain of our advanced computing products.

New license exceptions were added to the regulations, allowing us to export in some cases without the need for an export license, thus expanding upon previous authorizations.

However, these new regulations will, depending on the country and ultimate consignee, impose new limits on the number of advanced computing products that we can export to each ultimate consignee per calendar year, as well as the number of advanced computing products that the Commerce Department will license per-country over a given period to all exporters in the aggregate.

These new limitations create a competitive process for obtaining the product allocation associated with these new government authorizations and therefore could disadvantage us relative to certain of our competitors.

The limitations may also prevent us from selling our advanced computing products to the full extent of customer demand in certain countries that have not historically been subject to such limitations.

In May 2025, the U.S.

Commerce Department announced that it is in the process of rescinding certain export control rules for advanced integrated circuits and computing systems and has ceased enforcement of certain aspects of the regulations previously issued in January 2025.

The Commerce Department has indicated that it will issue new replacement export control regulations in the future, but the scope and timing of those regulatory changes remain uncertain.

export control regulations targeting advanced integrated circuits and computing were further revised to include a worldwide authorization requirement for certain of our advanced computing products (the “AI Diffusion Rule”).

In May 2025, BIS announced the rescission of the AI Diffusion Rule and stated that it would not enforce the rule's worldwide licensing and other requirements, and issued new guidance to strengthen export controls on advanced computing integrated circuits, including guidance regarding the potential diversion of such items and the application of General Prohibition 10.

BIS has stated that it intends to issue replacement export control regulations in the future, but the scope and timing of those regulatory changes remain uncertain.

BIS did not change the pre-existing controls over advanced computing items, which, for example, require licenses to ship such items to most countries in the Middle East, China, and to companies worldwide if headquartered in, or with an ultimate parent in, China.

Such regulatory changes could impact our new and existing business, and place new regulatory requirements on our suppliers, customers and/or end users, or on the data centers into which our products are deployed.

The process to obtain licenses required under the recently adopted export control regulations is complicated and time-consuming in the event we determine to pursue them, and there is no guarantee that they will be granted.

Compliance with ever-changing regulations is complex and time consuming.

We may experience delays in implementing procedures to address the evolving regulatory requirements.

The process to obtain licenses required under applicable export control regulations is complicated and time-consuming in the event we determine to pursue them, and there is no guarantee that they will be granted.

Our competitive position and future results may be harmed, over the long-term, if there are further changes in import and export controls, including further expansion of the geographic, customer, end use, deemed export, or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if licenses are not granted in a timely manner or denied to significant customers or if we incur significant transition costs.

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The licensing requirements may benefit certain of our competitors, as the licensing process could make our technical support efforts more cumbersome and less certain, encouraging customers to pursue alternatives to our products.

In addition, certain inbound or outbound investments involving sensitive technologies, including advanced computing and semiconductor technologies, may be subject to review, notification, or prohibition under U.S.

or other regulations, including foreign direct investment regimes such as the Committee on Foreign Investment in the United States and the U.S.

Outbound Investment Security Program.

These requirements may limit our ability to pursue certain strategic investments, joint ventures, or acquisitions, and may increase the cost, delay, or uncertainty associated with such transactions.

See “Risks Related to Regulatory, Legal, Our Stock, and Other Matters” for additional discussion of risks related to government regulation.

Human Capital Resources and Management

Mission, Culture, and Engagement

The key to success in technology is designing a company around people committed to work that they love.

We aim to attract, develop, and retain a high performing and engaged global workforce.

As of June 30, 2025, we employed 6,238 employees, consisting of 3,255 employees engaged in research and development, 705 engaged in sales and marketing, 545 engaged in general and administrative and 1,733 engaged in manufacturing.

Of these employees, 2,948 employees are based in our San Jose, California facilities.

We recognize the critical importance of talent and culture in fulfilling our vision as an innovator in high-performance, high-efficiency server, storage, networking, and management solutions.

We consider our highly qualified and motivated employees to be a key factor in our business success.

As of June 30, 2026, we employed over 7,000 employees, consisting of approximately 3,500 employees engaged in research and development, approximately 800 engaged in sales and marketing, approximately 600 engaged in general and administrative, and approximately 2,100 engaged in manufacturing.

Of these employees, over 3,200 employees are based in our San Jose, California headquarter facilities.

Our employees are not represented by any collective bargaining organization, and we have never experienced a work stoppage.

We are committed to protecting the environment through our “We Keep IT Green” initiative as a first to market innovator in high-performance, high-efficiency server, storage, networking, and management total solutions.

We recognize the critical importance of talent and culture to our success and ability to fulfill this vision.

We encourage opportunities for growth and conduct regular performance reviews that set clear expectations to motivate employees and align their performance with our objectives.

We communicate to our employees through a secure intranet site, executive communications, company meetings, and business-related emails.

We also believe that a workplace that encourages different voices, perspectives, and backgrounds fosters stronger teams, better solutions, and greater innovation.

Employees should be treated fairly and respectfully regardless of their differences and feel welcomed to share their unique perspective, which we believe empowers valued contributors.

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Talent Development, Acquisition, Retention and Rewards

Talent Strategy

Our talent strategy focuses on attracting skilled, engaged employees who bring the talent and skills critical to our innovative and forward-looking workforce.

Our recruiting process actively sources talent supporting our ability to hire candidates with professional qualifications and potential.

We identify opportunities through tracking and analyzing data from various sources such as annual performance reviews to assess our progress in ensuring critical talent fills critical roles.

It is our policy to ensure equal employment opportunity for all applicants and employees without regard to prohibited considerations of race, color, religion, sex (including pregnancy, gender identity, and sexual orientation), national origin, age, disability, genetic information, marital status, or any other classification protected by applicable local, state or federal laws.

All employees receive training on the prevention of sexual harassment and abusive conduct in the workplace.

Our talent strategy focuses on attracting skilled, engaged employees who contribute the capabilities critical to our innovative and forward-looking business.

Our recruiting process sources candidates with professional qualifications and growth potential.

We conduct goals-based performance reviews and set clear expectations to motivate employees toward Company objectives and personal growth.

We provide role-based and product related training to ensure our employees have the knowledge and skills to maintain our competitive industry advantage.

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We believe a workplace that encourages different voices, perspectives, and backgrounds creates better teams, smarter solutions, and faster innovation.

We strive to create a culture that promotes inclusion and belonging to boost team dynamics, productivity, and innovation within the organization.

We believe employees should expect to be treated fairly and respectfully and should feel comfortable contributing, knowing that their perspectives are heard and valued.

Total Rewards Program

Our total rewards program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders.

We provide employees with compensation packages that include base salary in the form of cash and representing fixed compensation to reward individual performance and contributions (“Base Salary”), incentive bonus programs, and long-term equity awards, such as restricted stock units and options, which are tied to the value of our stock price.

We believe that a compensation program with both short-term and long-term awards provides fair and competitive compensation, aligns employee and stockholder interests, incentivizes business and individual performance (pay for performance), motivates based on long-term company performance, and integrates compensation with our business plans.

In addition to cash and equity compensation, we provide U.S.

employees with a range of benefits, including life and health insurance (medical, dental, and vision), paid time off, sick leave, holiday pay, and a 401(k) plan.

For employees outside of the U.S., we offer benefits based on local requirements.

Our total rewards program is designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, help achieve our strategic goals, and create long-term value for our stockholders.

Compensation packages include base salary, bonus programs, and equity grants to eligible employees.

Health, Safety & Wellness

Throughout our history, we have remained committed to providing a safe workplace that protects against personal injury and minimizes environmental harm.

We adhere to international standards and regulations to ensure product safety and security.

Our health and safety programs emphasize personal accountability, professional conduct, and regulatory compliance, while fostering a culture of proactivity, caution, and open communication.

In developing our products, we define and conduct various tests to ensure their safety and security.

We evaluate risks using both government-mandated procedures and industry best practices to understand residual risk and appropriately safeguard our employees.

Our proactive efforts to prevent occupational illnesses and injuries enable us to maintain a safe, healthy, and secure workplace.

Additionally, we have a Safety Committee, dedicated to promoting communication about health, safety, and emergency response procedures, as well as facilitating continuous improvements to our work environment and practices.

We are committed to complying with all applicable laws related to labor and employment across every aspect of our operations.

Beyond legal requirements, we adhere to global standards regarding the fair and ethical treatment of workers, such as those set by the Responsible Business Alliance, regarding the fair and ethical treatment of workers.

These include preventing excessive working hours and unfair wages, implementing controls to prohibit child labor and human trafficking, and bolstering workplace health and safety measures.

Board Oversight of Human Capital Management

Our Board of Directors, as part of its overall responsibility to provide oversight, has purview over matters related to human capital management.

Our Compensation Committee oversees various aspects of human capital management, such as incentive and equity compensation plans, the administration of these plans, compensation matters outside the ordinary course of business, and compensation policies.

We are committed to providing a safe workplace that protects against and limits personal injury and environmental harm.

We follow international standards and regulations for product safety and security.

Our health and safety programs emphasize personal accountability, professional conduct, and regulatory compliance, while our culture fosters proactivity, caution, and communication.

Corporate Information

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As one of the largest employers in the City of San Jose, we are proud to be an active member of the San Jose and Silicon Valley communities.

SMCI | 2025 Form 10-K | 9

We were incorporated in California in September 1993 and subsequently reincorporated in Delaware in March 2007.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “SMCI”.

Our 7.00% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”) in the form of depositary shares are listed on the Nasdaq Global Select Market under the ticker “SMCIP”.

Our principal executive offices are located at 980 Rock Avenue, San Jose, California 95131.

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Financial Information about Segments and Geographic Areas

Please see Note 15, “Segment Reporting” in the notes to the consolidated financial statements in this Annual Report for information regarding segment reporting, and Note 4, “Revenue” in the notes to the consolidated financial statements in this Annual Report for information regarding our net sales by geographic region.

Please see Note 2, “Segment Information” in the notes to the consolidated financial statements in this Annual Report for information regarding segment reporting, as well as our net sales by geographic region.

See Part I, Item 1A, “Risk Factors” for further information on risks associated with our international operations.

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We maintain substantial inventories of our products because the computer server industry is characterized by short lead-time orders and quick delivery schedules.

Additionally, during fiscal year 2025, the computer server industry experienced global supply chain shortages, which resulted in a need to carry more inventory to fulfill demand from our customers and partners.

Forward Stock Split

On September 30, 2024, we filed an amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the “Stock Split”) of our common stock without any change to its par value.

The Amendment also effected a proportionate increase in the number of shares of authorized common stock from 100,000,000 to 1,000,000,000.

Pursuant to Section 242(d) of the General Corporation Law of the State of Delaware, stockholder approval was not required in connection with the foregoing.

The Stock Split became effective at 5:00 p.m.

Eastern Time on September 30, 2024.

Trading in the common stock on the Nasdaq Global Select Market commenced on a Stock Split-adjusted basis at the market open on October 1, 2024, under the existing trading symbol “SMCI.”

As a result of the Stock Split, every one (1) share of common stock issued and outstanding was automatically divided into ten (10) shares of common stock.

The Stock Split did not modify any rights or preferences of the shares of the common stock.

Proportionate adjustments were automatically made to the number of shares of common stock underlying our outstanding equity awards, equity incentive plans, and other existing agreements, as well as exercise or conversion prices, as applicable.

Unless noted, all references to shares of common stock and per share amounts contained in this Annual Report on Form 10-K have been retroactively adjusted to reflect the Stock Split.

SMCI | 2026 Form 10-K | 10

Available Information

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The SEC’s website, www.sec.gov , contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Our web site and the information on it, or connected to it, are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with (or furnish to) the SEC, and any references to our website are intended to be inactive textual references only.

The information contained on our website, or available by hyperlink from our website, or in our social media posts is not incorporated into this Annual Report or other documents we file with, or furnish to, the SEC.

We intend to use our website and social media posts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Such disclosures will be included in the "Investor Relations" section of our website.

Accordingly, investors should monitor that section of our website, in addition to following our social media posts, press releases, investor presentations, SEC filings and public conference calls and webcasts.

SMCI | 2026 Form 10-K | 11

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business