What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-08-31 compared with 2025-08-28 · 813 added, 791 removed, 1223 unchanged (57% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID :

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Super Micro Computer, Inc.

(the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2023 consolidated financial statements to retrospectively apply the stock split, as discussed in Note 1.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

(the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2026 and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated August 31, 2026 expressed an adverse opinion thereon.

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The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

SMCI | 2025 Form 10-K | 56

Valuation of Inventories

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated inventories balance, which is stated at lower of cost, using weighted average cost method, or net realizable value, was $4.68 billion as June 30, 2025.

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated inventories balance, which is stated at lower of cost, using the weighted average cost method, or net realizable value, was $12.9 billion as of June 30, 2026.

The Company evaluates inventories for excess and obsolescence and lower of cost or net realizable value and, as necessary, writes down the valuation of inventories based upon the Company’s inventory aging, forecasted usage and sales, anticipated selling price, product obsolescence and other factors.

1 unchanged sentence

Auditing the valuation of inventories, which includes write-down percentages for excess and obsolescence applied to the different inventory aging categories, involved especially challenging and subjective auditor judgments due to the nature and extent of effort required to address this matter.

SMCI | 2026 Form 10-K | 56

The primary procedures we performed to address this critical audit matter included:

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Transfer of control of promised goods generally occurs at the point of shipment or upon delivery to the customer.

Transfer of control of services generally occurs ratably as the services are made available to the customer or when the Company performs the services and the customer receives and consumes the benefits.

We identified the auditing of revenue recognition from contracts with customers as a critical audit matter because it involved a high degree of auditor effort required in performing audit procedures.

The primary procedures we performed to address this critical audit matter included:

• Evaluating revenue transactions on a sample basis by obtaining and inspecting source documents, such as purchase orders, sales quotations, contracts, invoices, and proof of shipment or proof of delivery.

• Inspecting a sample of credit memos and the related invoice to assess whether they were recorded in the appropriate period.

6 unchanged sentences

SMCI | 2026 Form 10-K | 57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Super Micro Computer, Inc.

Opinion on the Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the stock split discussed in Note 1 to the consolidated financial statements, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for the year ended June 30, 2023, and the related notes (collectively referred to as the "financial statements") (the June 30, 2023 financial statements before the effects of the retrospective adjustments discussed in Note 1 to the financial statements are not presented herein).

In our opinion, the 2023 financial statements, before the effects of the adjustments to retrospectively apply the stock split discussed in Note 1 to the financial statements, present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the stock split discussed in Note 1 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by the successor auditor.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

August 25, 2023

We began serving as the Company’s auditor in 2003.

In 2023, we became the predecessor auditor.

SMCI | 2025 Form 10-K | 58

SUPER MICRO COMPUTER, INC.

21 unchanged sentences

Income taxes payable 262,608 53,381

Lines of credit and current portion of term loans 75,060 402,346

Lines of credit and term loans, current 2,039,774 75,060

Deferred revenue 1,578,005 368,737

1 unchanged sentence

Deferred revenue, non-current 1,034,027 362,645

Term loans, non-current

37,415 74,083

Lines of credit and term loans, non-current 2,016,374 37,415

Convertible notes

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Stockholders’ equity:

Preferred Stock and additional paid-in capital, $ 0.001 par value

Authorized shares:

Issued and outstanding shares of Series A Mandatory Convertible Preferred Stock:

4,313 and 0 at June 30, 2026 and 2025, respectively

Common stock and additional paid-in capital, $ 0.001 par value

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Income from operations 2,770,486 1,252,994 1,210,774

Other income, net 18,495 22,717 3,646

Other income (expense), net 26,432 ( 41,339 ) ( 6,240 )

Interest income 186,920 59,834 28,957

Interest expense ( 194,574 ) ( 59,573 ) ( 19,352 )

1 unchanged sentence

Income tax provision

Share of (loss) income from equity investee, net of taxes

( 556,329 ) ( 156,851 ) ( 63,294 )

Share of (loss) income from equity investees, net of taxes ( 2,482 ) ( 6,211 ) 1,821

Net income $ 2,230,453 $ 1,048,854 $ 1,152,666

2 unchanged sentences

Diluted $ 3.26 $ 1.68 $ 1.92

Weighted-average shares used in calculation of net income per common share:

Weighted-average shares used in the calculation of net income per common share:

Basic 601,806 593,665 555,878

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Other comprehensive (loss) income, net of tax:

Foreign currency translation gain (loss) and other

15 24 ( 223 )

Foreign currency translation (loss) gain, net of tax ( 13 ) 15 24

Net change in defined benefit obligations ( 295 ) ( 16 ) 43

Total other comprehensive (loss) income, net of tax ( 308 ) ( 1 ) 67

( 1 ) 67 ( 272 )

Total comprehensive income $ 2,230,145 $ 1,048,853 $ 1,152,733

4 unchanged sentences

(in thousands, except share amounts)

Common Stock and

Additional Paid-In

Capital Accumulated

Comprehensive

Income (Loss)

Earnings Non-controlling Interest Total

Stockholders’

Shares Amount

Balance at June 30, 2022

523,110,140 $ 481,741 $ 911 $ 942,923 $ 172 $ 1,425,747

Exercise of stock options 14,548,110 30,466 — — — 30,466

Release of shares of common stock upon vesting of restricted stock units 9,936,350 — — — — —

Shares withheld for withholding taxes related to settlement of equity awards ( 3,047,520 ) ( 28,197 ) — — — ( 28,197 )

Share repurchase and retirement ( 15,533,500 ) ( 91 ) — ( 149,907 ) — ( 149,998 )

Stock-based compensation — 54,433 — — — 54,433

Other comprehensive loss — — ( 272 ) — — ( 272 )

Net income (loss) — — — 639,998 ( 7 ) 639,991

Preferred Stock and Additional Paid-In Capital Common Stock and Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-controlling Interest Total Stockholders’ Equity

Shares Amount Shares Amount

Balance at June 30, 2023

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Other comprehensive income — — — — 67 — — 67

— — 67 — — 67

Net income (loss) — — — — — 1,152,666 ( 1 ) 1,152,665

8 unchanged sentences

Other comprehensive loss — — — — ( 1 ) — — ( 1 )

Net income — — — — — 1,048,854 14 1,048,868

Balance at June 30, 2025

— $ — 594,136,852 $ 2,866,449 $ 705 $ 3,434,539 $ 178 $ 6,301,871

Exercise of stock options — — 3,315,140 46,260 — — — 46,260

SMCI | 2026 Form 10-K | 61

Series A Mandatory Convertible Preferred Stock, net of issuance costs 4,312,500 4,226,258 — — — — — 4,226,258

Release of shares of common stock upon vesting of restricted stock units — — 10,314,138 — — — — —

Shares withheld for withholding taxes related to settlement of equity awards — — ( 3,156,357 ) ( 129,881 ) — — — ( 129,881 )

Issuances of common stock in public offerings, net of issuance costs — — 52,272,726 1,405,950 — — — 1,405,950

Stock-based compensation — — — 412,115 — — — 412,115

Series A Mandatory Convertible Preferred Stock dividends — — — — — ( 13,088 ) ( 13,088 )

Other comprehensive loss

— — — — ( 308 ) — — ( 308 )

Net income (loss) — — — — — 2,230,453 ( 14 ) 2,230,439

Balance at June 30, 2026

9 unchanged sentences

Net income $ 2,230,453 $ 1,048,854 $ 1,152,666

Reconciliation of net income to net cash provided by (used in) operating activities:

Reconciliation of net income to net cash (used in) provided by operating activities:

Depreciation and amortization 53,673 41,298 29,617

58,344 38,693 34,904

Amortization of right-of-use (“ROU”) assets 36,594 17,046 9,076

Amortization of debt discount and issuance costs 25,889 10,268 2,292

Inventory valuation adjustment write-down 188,110 232,083 83,004

Stock-based compensation expense 412,115 314,452 231,507

Share of loss (income) from equity investee

6,211 ( 1,821 ) 3,633

Unrealized foreign currency exchange loss (gain)

18,832 ( 531 ) ( 2,619 )

Impairment loss and gain on sale of investments, net 414 — —

Share of loss (income) from equity investees 2,482 6,211 ( 1,821 )

Unrealized foreign currency exchange (gain) loss 976 18,832 ( 531 )

Loss on extinguishment of convertible notes — 30,251 —

Deferred income taxes, net ( 95,367 ) ( 214,638 ) ( 168,499 )

( 214,638 ) ( 168,499 ) ( 92,969 )

Other non-cash (income) expense, net ( 16,956 ) ( 3,077 ) 12,343

14 unchanged sentences

42,940 2,914 8,045

Net cash provided by (used in) operating activities

1,659,524 ( 2,485,972 ) 663,580

Net cash (used in) provided by operating activities ( 6,809,886 ) 1,659,524 ( 2,485,972 )

INVESTING ACTIVITIES:

3 unchanged sentences

Acquisition, net of cash acquired

— ( 296 ) ( 2,193 )

Proceeds from disposal of equity investment 13,333 — —

Net cash used in investing activities ( 200,279 ) ( 183,214 ) ( 194,248 )

2 unchanged sentences

Repayment of lines of credit and term loans ( 520,510 ) ( 1,768,650 ) ( 1,967,545 )

Payments of debt issuance costs ( 23,483 ) — —

Proceeds from exercise of stock options 46,260 20,898 29,453

4 unchanged sentences

— — 2,313,983

Debt issuance costs in connection with amended 2029 Convertibles Notes

SMCI | 2026 Form 10-K | 63

Years Ended June 30,

2026 2025 2024

Debt issuance costs in connection with amended 2029 Convertibles Notes — ( 31,217 ) —

Proceeds from issuance of 2029 Convertible Notes, net of issuance costs of $ 29,232

1 unchanged sentence

Proceeds from issuance of 2028 Convertible Notes, net of issuance costs of $ 16,304

SMCI | 2025 Form 10-K | 63

Years Ended June 30,

2025 2024 2023

Proceeds from issuance of 2030 Convertible Notes, net of issuance costs of $ 44,027

1 unchanged sentence

Purchase of capped calls — ( 182,215 ) ( 142,140 )

Common stock issuance, net of underwriting discounts 1,406,953 — —

Series A Mandatory Convertible Preferred Stock issuance, net of underwriting discounts 4,231,640 — —

Payments of equity issuance costs ( 996 ) — —

Other ( 36 ) 26 30

Net cash provided by (used in) financing activities

2,024,045 3,911,724 ( 448,293 )

Net cash provided by financing activities 9,478,755 2,024,045 3,911,724

Effect of exchange rate fluctuations on cash ( 9,355 ) 1,673 ( 2,191 )

Net increase in cash, cash equivalents, and restricted cash 2,459,235 3,502,028 1,229,313

Cash, cash equivalents and restricted cash at beginning of year 1,670,273 440,960 268,559

Cash, cash equivalents and restricted cash at end of year $ 5,172,301 $ 1,670,273 $ 440,960

Cash, cash equivalents, and restricted cash at the beginning of year 5,172,301 1,670,273 440,960

Cash, cash equivalents, and restricted cash at the end of year $ 7,631,536 $ 5,172,301 $ 1,670,273

Supplemental disclosure of cash flow information:

Cash paid for interest $ 109,306 $ 25,490 $ 16,015

Cash paid for taxes, net of refunds $ 327,158 $ 392,020 $ 114,963

Cash paid for income taxes, net of refunds $ 399,276 $ 327,158 $ 392,020

Non-cash investing and financing activities:

1 unchanged sentence

$ 21,142 $ 16,208 $ 19,613

Right of use (“ROU”) assets obtained in exchange for operating lease commitments

$ 276,170 $ 32,581 $ 3,197

ROU assets obtained in exchange for operating lease commitments $ 266,753 $ 276,170 $ 32,581

Series A Mandatory Convertible Preferred Stock accrued dividends $ 13,088 $ — $ —

Transfer of inventory to property, plant, and equipment, net

2 unchanged sentences

SMCI | 2026 Form 10-K | 64

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Organization and Summary of Significant Accounting Policies

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Super Micro Computer develops and provides high performance server and storage solutions based upon an innovative, modular and open-standard architecture.

Super Micro Computer has operations primarily in the United States, Taiwan, and the Netherlands.

Super Micro Computer has operations primarily in the United States, Taiwan, Malaysia, and the Netherlands.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.

GAAP") and include the accounts of Super Micro Computer, Inc.

1 unchanged sentence

All intercompany balances and transactions have been eliminated.

Forward Stock Split

On September 30, 2024, we completed a 10 -for-1 forward split of our common stock.

Trading on a split-adjusted basis commenced on October 1, 2024.

All references to shares of common stock and per share amounts contained in this Annual Report have been retroactively adjusted to reflect the stock split.

Use of Estimates

18 unchanged sentences

SMCI | 2026 Form 10-K | 65

Table of Content s

SUPER MICRO COMPUTER, INC.

1 unchanged sentence

Accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates fair value due to the short maturity of these instruments.

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 consolidated balance sheets, are carried at fair value .

Cash and cash equivalents, restricted cash, certificates of deposit, and marketable securities, included in prepaid expenses and other current assets and other assets in the consolidated balance sheets, are carried at fair value .

Non-current accounts receivable, included in other assets in the consolidated balance sheets, are carried at amortized cost, and bear interest at rates that approximate current market rates for similar credit.

We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.

Short-term and long-term debt, the 2029 Convertible Notes, 2028 Convertible Notes, and the 2030 Convertible Notes, included in lines of credit and current portion of term loans, term loans, non-current, and convertible notes, respectively, in the consolidated balance sheets are all carried at amortized cost.

Short-term and long-term debt, the 2029 Convertible Notes, 2028 Convertible Notes, and the 2030 Convertible Notes, included in lines of credit and term loans, current, l ines of credit and term loans, non-current , and convertible notes, respectively, in the consolidated balance sheets are all carried at amortized cost.

Non-marketable Equity Securities

3 unchanged sentences

When indicators exist and the estimated fair value of an investment is below its carrying amount, we write down the investment to its estimated fair value.

The change in carrying value, resulted from the remeasurements, is recognized in other income, net on our consolidated statements of operations.

The change in carrying value, resulting from the remeasurements, is recognized in other income (expense), net on our consolidated statements of operations.

For additional information, see Note 4, “Non-marketable Equity Securities”.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of cash on deposit with financial institutions globally and highly liquid investments with maturities of 90 days or less from the date of purchase.

Cash and cash equivalents consist of cash on deposit with financial institutions and highly liquid investments with maturities of 90 days or less from the date of purchase.

Cash equivalents consist primarily of money market funds and certificates of deposit with original maturities of less than three months.

We classify certain restricted cash balances, consisting mostly of cash related to amounts held in bank accounts which are controlled by the lenders pursuant to the terms of certain debt agreements, certificates of deposit primarily related to leases and customs requirements, and money market accounts held in escrow pursuant to our workers’ compensation program, within other assets on our consolidated balance sheets, based upon the expected duration of the restrictions.

For further details on our cash, cash equivalents, and restricted cash, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

For further details on our cash, cash equivalents, and restricted cash, see Note 6, “Balance Sheet Components”.

Inventories are stated at lower of cost, using weighted average cost method, or net realizable value.

Net realizable value is the estimated selling price of our products in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

Inventories consist of raw materials (principally electronic components), work in process (principally products being assembled) and finished goods.

Inventories consist of raw materials (principally electronic components), work in process (principally products being assembled), and finished goods (including GPUs and racks).

We evaluate inventory on a quarterly basis for excess and obsolescence and lower of cost or net realizable value and, as necessary, write down the valuation of inventories based upon our inventory aging, forecasted usage and sales, anticipated selling price, product obsolescence and other factors.

2 unchanged sentences

The rebates earned are recognized as a reduction of cost of inventories and reduce the cost of sales in the period when the related inventory is sold.

For further details on our inventory, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

For further details on our inventory, see Note 6, “Balance Sheet Components”.

SMCI | 2026 Form 10-K | 66

Table of Content s

SUPER MICRO COMPUTER, INC.

16 unchanged sentences

When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.

The cost of maintenance and repairs is expensed as incurred.

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective accounts, and gain or loss on such sale or disposal is reflected in income from operations.

Revenue Recognition

10 unchanged sentences

Based upon historical experience, a refund liability is recorded at the time of sale for estimated product returns and an asset is recognized for the amount expected to be recorded in inventory upon product return, less the expected recovery costs.

SMCI | 2026 Form 10-K | 67

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Services sales .

3 unchanged sentences

These service contracts are typically one to five years in length.

Revenue related to system rack installation and integration services is recognized when we perform the services and the customer receives and consumes the benefits.

SMCI | 2025 Form 10-K | 67

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenue related to system rack installation and integration services is recognized over time when we perform the services and the customer receives and consumes the benefits.

Contracts with multiple promised goods and services.

24 unchanged sentences

For certain customers, we require payment before the products or services are delivered to the customer.

SMCI | 2026 Form 10-K | 68

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts.

1 unchanged sentence

Expected credit losses are recorded as general and administrative expenses on our consolidated statements of operations.

All receivables due beyond the 12 month period are classified as a non-current receivable within other assets on the consolidated balance sheets.

As of June 30, 2026 and 2025, the allowance for credit losses on accounts receivable were not material.

For further details on our non-current receivable and allowance for credit losses, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

SMCI | 2025 Form 10-K | 68

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For further details on our non-current receivable and allowance for credit losses, see Note 6, “Balance Sheet Components”.

Cost of Sales

3 unchanged sentences

Cost of sales includes the estimated cost of product warranties that are calculated at the point of revenue recognition.

Under limited circumstances, we may offer an extended limited warranty to customers for certain products.

Under limited circumstances, we may offer an additional longer period limited warranty to customers for certain products.

We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated.

Warranty accruals are based on estimates that are updated on an ongoing basis taking into consideration inputs such as new product introductions, changes in the volume of claims compared with our historical experience, and the changes in the cost of servicing warranty claims.

For further details on our product warranties, see Note 6, “Balance Sheet Components” in the notes to the consolidated financial statements.

For further details on our product warranties, see Note 6, “Balance Sheet Components”.

Research and Development

Research and development expenses consist of personnel expenses including salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for our research and development personnel, as well as materials and supplies, consulting services, third-party testing services, and equipment and facility expenses related to our research and development activities.

Research and development expenses consist of personnel expenses including salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for our research and development personnel, as well as product development costs such as materials and supplies, consulting services, third-party testing services and equipment and facility expenses related to our research and development activities.

All research and development costs are expensed as incurred.

7 unchanged sentences

We incurred advertising expenses of $ 2.0 million, $ 38.1 million and $ 10.7 million for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

SMCI | 2026 Form 10-K | 69

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock-Based Compensation

6 unchanged sentences

We recognize stock option and RSU forfeitures when they occur, without estimating forfeiture rates for new grants, while continuing to assess performance conditions.

SMCI | 2025 Form 10-K | 69

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We have arrangements for the right to use our office, warehouse spaces, and other premises, and equipment.

11 unchanged sentences

Our finance leases are immaterial.

We account for income taxes under an asset and liability approach.

Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax reporting purposes, net of operating loss carry-forwards and other tax credits measured by applying enacted tax laws related to the financial statement periods.

Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.

We recognize tax liabilities for uncertain income tax positions on the income tax return based on the two-step process.

The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit.

The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Estimating these amounts requires us to determine the probability of various possible outcomes.

We evaluate these uncertain tax positions on a quarterly basis.

This evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues under audit and new exposures.

If we later determine that our exposure is lower, or that the liability is insufficient to cover revised expectations, we adjust the liability and record a related charge in our tax provision during the period in which we make this determination.

For non-US earnings in our foreign subsidiaries, we plan to indefinitely reinvest such earnings except for Netherlands.

We are subject to income taxes in the United States and numerous foreign jurisdictions.

Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.

We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.

Under this method, we recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.

We recognize the deferred income tax effects of a change in tax rates in the period of the enactment.

We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing tax planning strategies in assessing the need for a valuation allowance.

We evaluate uncertain tax positions on a quarterly basis and recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

We recognize interest and penalties related to uncertain tax positions as a component of the provision for income taxes.

SMCI | 2026 Form 10-K | 70

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For non-US earnings in our foreign subsidiaries, we plan to indefinitely reinvest such earnings except for the Netherlands and Malaysia.

For the earnings we intend to indefinitely reinvest, no deferred tax liabilities for foreign withholding or other taxes have been recorded.

The tax impact associated with the potential repatriation related to Netherlands, is estimated to be immaterial.

The tax impact associated with the potential repatriation related to Netherlands and Malaysia, is estimated to be immaterial.

Variable Interest Entities (“VIE”)

1 unchanged sentence

On an ongoing basis, we re-evaluate the VIE assessment based on potential changes in facts and circumstances, including but not limited to, the shareholder loans to the entity and the execution of any future significant agreements between the entity and our shareholders and/or other third parties.

SMCI | 2025 Form 10-K | 70

Table of Content s

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Foreign Currency Remeasurement

We use the U.S.

dollar as our functional currency for all our international subsidiaries, except for Super Micro Asia and Technology Park, Inc., a consolidated variable interest entity.

dollar as our functional currency for all our international subsidiaries, except for Super Micro Asia Science and Technology Park, Inc., a consolidated variable interest entity.

Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates.

1 unchanged sentence

Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates.

Gains or losses from foreign currency remeasurement are included in other income, net in our consolidated statements of operations and, to date, have not been significant.

Realized and unrealized foreign exchange (loss) gain for fiscal years ended June 30, 2025, 2024, and 2023 was $( 11.6 ) million, $ 6.3 million, and $ 0.2 million, respectively.

Net Income Per Share

Basic net income per share is computed by dividing net income attributable to common stock by the weighted-average number of shares of common stock outstanding during the period.

Diluted net income per share is computed by dividing net income attributable to common stock by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period.

Potentially dilutive shares outstanding include the dilutive effect of equity awards, as well as convertible notes.

Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share.

The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method.

The dilutive effect of convertible notes is calculated using the if-converted method.

Gains or losses from foreign currency remeasurement are included in other income (expense), net in our consolidated statements of operations and, to date, have not been significant.

Realized and unrealized foreign exchange gain (loss) for the fiscal years ended June 30, 2026, 2025, and 2024 was $ 5.9 million, $( 11.6 ) million, and $ 6.3 million, respectively.

Net Income Per Common Share

We compute net income per common share using the two-class method when securities outstanding meet the definition of participating securities.

Under the two-class method, distributed and undistributed earnings are allocated between common stock and participating securities based on their respective rights to receive dividends as if all earnings for the period had been distributed.

Our 7 % Series A Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock") is considered a participating security because the holders of the Mandatory Convertible Preferred Stock are contractually entitled to participate in dividends declared on our common stock under certain circumstances.

Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, we accrue dividends whether or not they are declared by our board of directors.

We compute basic net income per common share by dividing net income attributable to common shareholders, after deducting accumulated dividends on the Mandatory Convertible Preferred Stock and earnings allocated to the Mandatory Convertible Preferred Stock under the two-class method, by the weighted-average number of common shares outstanding during the period.

Contingently issuable shares are included in computing basic net income per common share as of the date that all necessary conditions, including service vesting conditions, have been satisfied.

Contingently issuable shares are considered for computing diluted net income per common share as of the beginning of the period in which all necessary conditions have been satisfied and the only remaining vesting condition is a service vesting condition.

Diluted net income per common share is calculated by utilizing the most dilutive result of the if-converted and two-class methods.

In both methods, net income attributable to common stockholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.

The dilutive effect of our equity awards is determined using the treasury stock method, while the dilutive effect of our convertible notes is determined using the if-converted method.

Contingently issuable shares are considered in computing diluted net income per common share as of the beginning of the period in which all necessary conditions have been satisfied and the only remaining vesting condition is a service vesting condition.

Potentially dilutive shares whose effect would be anti-dilutive are excluded from the computation of diluted net income per common share.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Litigation, Investigation, and Settlement Costs

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Shortages could occur in these materials due to an interruption of supply or increased demand in the industry.

Two suppliers accounted for below percentage of total purchases:

June 30, 2025 June 30, 2024 June 30, 2023

Percentage of total purchases

Supplier A 64.4 % 65.4 % 30.7 %

Supplier B 5.1 % 6.3 % 13.5 %

^The supplier references of A and B above may represent different suppliers than those reported in a previous period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Purchases from Ablecom and Compuware, our related parties, as shown in Note 10, “Related Party Transactions” in the notes to the consolidated financial statements, accounted for a combined 3.3 %, 4.3 %, and 6.6 % of cost of sales on our consolidated statements of operations for the fiscal years ended June 30, 2025, 2024, and 2023, respectively.

Concentration of Credit Risk

Financial instruments, potentially subject to our concentration of credit risk, consist primarily of cash and cash equivalents, restricted cash, and accounts receivable.

We deposit cash with high-quality financial institutions.

These deposits are guaranteed by the federal deposit insurance corporation up to an insurance limit.

Significant customer information is as follows:

June 30, 2025 June 30, 2024

Percentage of accounts receivable

Customer A 33.4 % 15.4 %

Customer B 13.6 % *

^The customer references of A-C above may represent different customers than those reported in a previous period.

Concentration of Customer Risk

The concentration of customer risk refers to the potential adverse impact on a business due to a high dependency on a limited number of customers.

This risk arises when a significant portion of our revenue is generated from a small group of customers.

If any of these key customers reduce their orders, delay payments, or terminate their contracts, the business could face substantial financial instability.

Significant customer information is as follows:

June 30, 2025 June 30, 2024 June 30, 2023

Percentage of total net sales

Customer A 20.9 % 20.0 % *

Customer B 11.5 % * *

Customer C 11.3 % * *

Customer D 11.1 % * *

^The customer references of A-D above may represent different customers than those reported in a previous period.

One supplier accounted for 63.1 %, 64.4 %, and 65.4 % of total purchases for the fiscal years ended June 30, 2026, 2025, and 2024.

Purchases from Ablecom and Compuware, our related parties, as shown in Note 11, “Related Party Transactions”, accounted for a combined 2.1 %, 3.3 %, and 4.3 % of cost of sales on our consolidated statements of operations for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject us to a significant concentration of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable.

Cash and cash equivalents are maintained with high-quality financial institutions, the composition and maturities of which are regularly monitored by management.

We maintain cash and cash equivalents with financial institutions that, at times, may exceed federally insured limits.

We have not experienced any losses on such balances and believe that our credit risk is mitigated by maintaining deposits with financial institutions of high credit quality.

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.

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.

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.

As of June 30, 2026, three customers accounted for 23.0 %, 17.1 %, and 12.5 % of our accounts receivable balance.

As of June 30, 2025, two customers accounted for 33.4 % and 13.6 % of our accounts receivable balance.

Treasury Stock

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1 unchanged sentence

Accounting Pronouncements Recently Adopted

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures.

This ASU requires that a public entity provide additional segment disclosures on an interim and annual basis.

The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements unless impracticable.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2024, and for the interim period beginning July 1, 2025.

We noted that the adoption of this standard did not have a material impact on our consolidated financial statements, other than enhanced disclosures.

Please refer to Note 15, “Segment Reporting” in the notes to the consolidated financial statements for further discussion.

Accounting Pronouncements Not Yet Adopted

In March 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-02 which removes references to the FASB’s concepts statements from the FASB Accounting Standards Codification.

The ASU is part of the FASB’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” We adopted ASU 2024-02 on July 1, 2025, which did not have a material impact on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The standard is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively, with retrospective application permitted.

The ASU is effective for our fiscal year beginning July 1, 2025.

We do not expect the adoption of this standard to have a material impact on our consolidated financial statements other than additional disclosures.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, which contains amendments to the Codification that remove references to various FASB Concepts Statements.

The ASU affects a variety of Topics in the Codification.

The amendments apply to all reporting entities within the scope of the affected accounting guidance.

The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2025.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

We adopted ASU 2023-09 during fiscal year 2026 on a retrospective basis.

Refer to Note 14, “Income Taxes”.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities.

4 unchanged sentences

The ASU is effective for our fiscal year beginning July 1, 2027.

We do not expect this ASU to have a material impact on our consolidated financial statements other than additional disclosures.

We are currently evaluating the effects of the ASU on our consolidated financial statements and disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

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The ASU is effective for our fiscal year beginning July 1, 2027.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We are currently evaluating the effects of the ASU on our consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326):

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The ASU is effective for our fiscal year beginning July 1, 2026.

We do not expect this ASU to have a material impact on our consolidated financial statements and disclosures.

Financial Instruments and Fair Value Measurements

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.

Financial Instruments Measured at Fair Value on a Recurring Basis

The following table sets forth our financial instruments as of June 30, 2025 and 2024, 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):

June 30, 2025 Level 1 Level 2 Level 3 Asset at

Money market funds (1)

$ 44 $ — $ — $ 44

Certificates of deposit — 519 — 519

Investment in marketable equity security 6,239 — — 6,239

Auction rate security — — 1,750 1,750

Total assets measured at fair value $ 6,283 $ 519 $ 1,750 $ 8,552

June 30, 2024 Level 1 Level 2 Level 3 Asset at

Money market funds (1)

$ 340 $ — $ — $ 340

Certificates of deposit — 486 — 486

Investment in marketable equity security 3,686 — — 3,686

Auction rate security — — 1,829 1,829

Total assets measured at fair value $ 4,026 $ 486 $ 1,829 $ 6,341

(1) All of the money market funds are included in cash and cash equivalents as of June 30, 2025.

As of June 30, 2024, $ 0.1 million and $ 0.2 million of money market funds are included in cash and cash equivalents and restricted cash, non-current in other assets, respectively, in the consolidated balance sheets.

We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-scope Improvements.

This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice.

The amendments do not change the underlying principles of interim reporting.

The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The ASU is effective for interim reporting periods beginning in our fiscal year beginning July 1, 2028.

We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 consolidated balance sheets.

The unrealized gains and losses of the investment are included in other income, net in our consolidated statements of operations.

As of June 30, 2025, we have investment of $ 6.2 million in a marketable equity security.

An unrealized gain (loss) of $ 2.6 million and $( 1.3 ) million was recorded in other income, net in the consolidated statements of operations for the fiscal years ended June 30, 2025 and 2024.

Our investment in an auction rate security is classified as an available for sale security within Level 3 of the fair value hierarchy as the determination of our fair value was not based on observable inputs as of June 30, 2025 and June 30, 2024.

See Note 1, “Organization and Summary of Significant Accounting Policies” in the notes to the consolidated financial statements for a discussion of our policies regarding the fair value hierarchy.

We are using the discounted cash flow method to estimate the fair value of the auction rate security at each period end and using the following assumptions:

(i) the expected yield based on observable market rate of similar securities, (ii) the security coupon rate that is reset monthly, (iii) the estimated holding period, and (iv) a liquidity discount.

The liquidity discount assumption is based on the management estimate of lack of marketability discount of similar securities and is determined based on the analysis of financial market trends over time, recent redemptions of securities and other market activities.

We performed a sensitivity analysis and applying a change of either plus or minus 100 basis points in the liquidity discount would not result in a significantly higher or lower fair value measurement of the auction rate security as of June 30, 2025.

For the fiscal years ended June 30, 2025, 2024, and 2023, the unrealized gains and losses for the auction rate security in other comprehensive income were not material.

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.

For the fiscal years ended June 30, 2025, 2024, and 2023, the credit losses related to our investments were not material.

There were no transfers between Level 1, Level 2 or Level 3 financial instruments in fiscal years 2025 and 2024.

Financial Instruments Not Recorded at Fair Value

Accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates fair value due to the short maturity of these instruments.

We estimate the fair value of outstanding debt, including our 2029 Convertible Notes, 2028 Convertible Notes, and 2030 Convertible Notes, for disclosure purposes on a recurring basis.

We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.

As of June 30, 2025 and 2024, our total lines of credit and term loans of $ 112.5 million and $ 476.4 million, respectively, are reported at amortized cost.

The outstanding debt was categorized as Level 2 as it is not actively traded.

The carrying value approximates fair value.

The estimated fair value 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, respectively.

The estimated fair value as of June 30, 2024 of the 2029 Convertible Notes was $ 1,734.6 million.

The estimated fair value of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes was determined through consideration of quoted market prices.

The 2029 Convertible Notes, 2028 Convertible Notes, and 2030 Convertible Notes are categorized as Level 2 since their fair value was based on Level 2 inputs of quoted prices.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 technical corrections, clarifications, and minor refinements across multiple Accounting Standards Codification (“ASC”) Topics intended to improve consistency and usability of U.S.

Transition is applied on an issue-by-issue basis:

the Earnings Per Share ("EPS") clarification (ASC 260, Issue 4) is applied retrospectively to all prior periods presented, while all other amendments may be applied prospectively or retrospectively, with appropriate disclosures about the nature/reason for the change (and additional disclosures if applied retrospectively).

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2027.

We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures.

In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505):

Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.

This update provides guidance on how an issuer should initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock.

Specifically, the amendments improve the decision usefulness of the financial reporting information provided to investors by (1) enhancing the comparability of financial information reported among entities that issue PIK dividends on equity-classified preferred stock and (2) providing additional information about the liquidation value of the preferred stock, which helps investors to understand the amount and preference of relative claims on an entity.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The ASU is effective for our fiscal year beginning July 1, 2027.

We are currently evaluating the effects of the ASU and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and disclosures.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

Such reclassifications did not result in net changes to consolidated balance sheets, statements of operations, or statements of cash flows.

Segment Information

We operate in one operating segment that develops and provides high-performance server solutions based upon an innovative, modular and open-standard architecture.

Our Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for assessing our performance.

Our organizational structure is based on functional lines, with department heads and shared resources reporting either directly to the CODM or to a direct report of the CODM.

The CODM reviews financial information presented on a consolidated basis and uses net income for purposes of evaluating financial performance and making operating decisions for us.

The CODM reviews significant operating expenses as components of net income, including research and development expenses, sales and marketing expenses, and general and administrative expenses, which are each separately disclosed and presented in the consolidated statements of operations.

Additionally, the CODM reviews other significant segment expenses including the inventory valuation adjustment write-downs, recorded to cost of sales, which is separately disclosed in Note 6, “Balance Sheet Components”, and stock-based compensation, which is separately disclosed in Note 12, “Stock-based Compensation”.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The accounting policies of our consolidated segment are the same as those described in Note 1, “Organization and Summary of Significant Accounting Policies”.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Non-marketable Equity Securities

Our non-marketable equity securities, included in other assets in the consolidated balance sheets, consist of investments in privately held companies without readily determinable fair values.

The following table shows our non-marketable equity securities that were measured using the measurement alternative (in thousands):

Non-marketable equity securities under measurement alternative:

Opening gross investment balance

$ 66,217 $ 1,728

Investment made during the year

56,000 64,489

Cumulative impairment adjustment

Long-lived assets

The following is a summary of property, plant, and equipment, net (in thousands):

United States $ 423,241 $ 313,739

Taiwan 108,512 104,435

62,166 61,205

Carrying value

31,634 25,109

We performed qualitative assessments to identify impairment indicators and no impairment was recognized during fiscal year ended June 30, 2025.

During the fiscal year ended June 30, 2024, we recognized an impairment of $ 11.6 million and no impairment was recognized during fiscal year ended June 30, 2023.

Property, plant, and equipment, net $ 625,553 $ 504,488

The table above excludes other assets and intangible assets.

Operating lease assets in the United States were $ 501.8 million as of June 30, 2026.

Operating lease assets in all other countries were less than 10% as of June 30, 2026.

Operating lease assets in the United States and the Netherlands were $ 279.5 million and $ 10.4 million as of June 30, 2025, respectively.

Disaggregation of Revenue

We disaggregate revenue by type of product and geographical region to depict the nature, amount, and timing of revenue and cash flows.

Service and software revenues, which are less than 10%, are not a significant component of total revenue and are aggregated with server and storage systems revenue.

The following is a summary of net sales by product type (in thousands):

Years Ended June 30,

2025 2024 2023

Server and storage systems $ 21,311,637 $ 14,185,220 $ 6,569,814

Subsystems and accessories 660,405 804,031 553,668

Total $ 21,972,042 $ 14,989,251 $ 7,123,482

Server and storage systems constitute an assembly and integration of subsystems and accessories, software, and related services.

Subsystems and accessories are comprised of server boards, chassis and accessories.

Total revenue recognized from all service and software for fiscal years ended June 30, 2025 and 2024 was $ 330.5 million and $ 228.3 million, respectively.

Of this, revenue related to services recognized over time ratably over the contract term was $ 223.1 million for fiscal year ended June 30, 2025, and $ 152.1 million for fiscal year ended June 30, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

International net sales are based on the country and geographical region to which the products were shipped.

Total revenue recognized from all services and software for the fiscal years ended June 30, 2026, 2025, and 2024 was $ 538.3 million, $ 330.5 million, and $ 228.3 million, respectively.

Of this, revenue related to services recognized on an over time basis during the contract term was $ 420.3 million for the fiscal year ended June 30, 2026, and $ 223.1 million and $ 152.1 million for the fiscal years ended June 30, 2025 and 2024, 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):

6 unchanged sentences

Total $ 39,063,072 $ 21,972,042 $ 14,989,251

For the year ended June 30, 2026, 70.9 % of our revenues were from the United States.

For the year ended June 30, 2025, 59.4 % and 10.9 % of revenues were from the United States and Thailand, respectively.

For the year ended June 30, 2024, 68.0 % of our revenues were from the United States.

Revenue from all other countries were individually less than 10% for each of the periods presented.

Our revenue by geographic region is based on where the products were shipped to for the fiscal years ended June 30, 2026, 2025, and 2024.

Concentration of Customer Risk

The concentration of customer risk refers to the potential adverse impact on a business due to a high dependency on a limited number of customers.

This risk arises when a significant portion of our revenue is generated from a small group of customers.

If any of these key customers reduce their orders, delay payments, or terminate their contracts, the business could face substantial financial instability.

For the fiscal year ended June 30, 2026, sales to one customer represented 28.1 % of total net sales.

For the fiscal year ended June 30, 2025, sales to four customers represented 20.9 %, 11.5 %, 11.3 %, and 11.1 % of total net sales.

For the fiscal year ended June 30, 2024, sales to one customer represented 20.0 % of total net sales.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Contract Balances

Generally, the payment terms of our offerings range from 30 to 60 days.

Generally, the payment terms of our offerings range from 30 to 60 days, however occasionally we might offer longer payment terms to certain customers.

In certain instances, customers may prepay for products and services in advance of delivery.

1 unchanged sentence

Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when such right is conditional on something other than the passage of time.

Such contract assets are insignificant to our consolidated financial statements.

Such contract assets have not been material to our consolidated financial statements.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to or advance consideration received from customers, which precede our satisfaction of the associated performance obligations.

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Deferred revenue increased by $ 1,880.6 million as of June 30, 2026, as compared to the fiscal year ended June 30, 2025.

This increase was mainly due to the deferral of invoiced amounts for service contracts during the period exceeding the recognized revenue from contracts entered into in prior periods.

This was accompanied by a $ 11.5 million increase in non-refundable advance consideration or cash consideration received from customers which preceded our satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months.

This increase was largely due to both of the following:

the deferral of invoiced amounts for service contracts during the period exceeding the recognized revenue from contracts entered into in prior periods, and a $ 943.4 million increase in non-refundable advance consideration or cash consideration received from customers which preceded our satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months.

Transaction Price Allocated to the Remaining Performance Obligations

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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.

These performance obligations generally consist of services, such as on-site services, including integration services and extended warranty services, that are contracted for one year or less, and products for which control has not yet been transferred.

The performance obligations excluded from this disclosure primarily relate to short-term contracts expected to be fulfilled within one year, such as on-site services, integration services, extended warranty services, and for products where control has not yet been transferred.

The value of the transaction price allocated to the remaining performance obligations as of June 30, 2026, was approximately $ 2,612.0 million.

We expect to recognize approximately 60 % of such value in the next 12 months, and the remainder thereafter.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Capitalized Contract Acquisition Costs and Fulfillment Cost

5 unchanged sentences

Contract acquisition costs allocated to service performance obligations that are subject to capitalization are insignificant to our consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Contract fulfillment costs consist of costs paid in advance for outsourced services provided by third parties to the extent they are not in the scope of other guidance.

3 unchanged sentences

Revenue is recognized at a point in time for products upon transfer of control.

Revenue is recognized over time for support and services provided over the contract term and at a point in time for system rack installation and integration services rendered.

Revenue is recognized over time for support and services provided over the contract term.

Revenue related to system rack installation and integration services is recognized over time when services are performed and the customer receives and consumes the benefits.

Financial Instruments and Fair Value Measurements

Financial Instruments Measured at Fair Value on a Recurring Basis

Cash and cash equivalents, money market funds, 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 consolidated balance sheets, are carried at fair value.

The following table sets forth our financial instruments as of June 30, 2026 and 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):

As of June 30, 2026

As of June 30, 2025

Level 1 Level 2 Level 3 Asset at

Fair Value Level 1 Level 2 Level 3 Asset at

Money market funds (1)

$ 60,454 $ — $ — $ 60,454 $ 44 $ — $ — $ 44

Certificates of deposit — 47,496 — 47,496 — 519 — 519

Marketable equity security 23,110 — — 23,110 6,239 — — 6,239

Available-for-sale investment:

Auction rate security (2)

— — — — — — 1,750 1,750

Total assets $ 83,564 $ 47,496 $ — $ 131,060 $ 6,283 $ 519 $ 1,750 $ 8,552

(1) All of the money market funds are included in cash and cash equivalents or other assets in the consolidated balance sheets as of June 30, 2026 and June 30, 2025, respectively.

(2) The fair value of our auction rate security was immaterial as of June 30, 2026.

The unrealized gains and losses of the investment are included in other income (expense), net in our consolidated statements of operations.

For the fiscal years ended June 30, 2026, 2025, and 2024, an unrealized gain (loss) of $ 16.9 million, $ 2.6 million, and $( 1.3 ) million, respectively, were recorded in other income (expense), net in the consolidated statements of operations.

There were no transfers between Level 1, Level 2, or Level 3 financial instruments in fiscal years 2026 and 2025.

Financial Instruments Not Recorded at Fair Value

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates fair value due to the short maturity of these instruments.

We estimate the fair value of outstanding debt, including our 3.50 % Convertible Senior Notes due 2029 (“2029 Convertible Notes”), 2.25 % Convertible Senior Notes due 2028 (“2028 Convertible Notes”), and 0.00 % Convertible Senior Notes due 2030 (“2030 Convertible Notes”), for disclosure purposes on a recurring basis.

We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.

As of June 30, 2026 and 2025, our total lines of credit and term loans of $ 4,056.1 million and $ 112.5 million, respectively, are reported at amortized cost.

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.

For fair value disclosure purposes, the estimated fair values of these borrowings are classified within Level 2 of the fair value hierarchy based on observable market inputs.

The estimated fair values as of June 30, 2026 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,579.2 million, $ 685.3 million, and $ 2,037.1 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, respectively.

The estimated fair values of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were determined based on quoted market prices in markets that are not considered active and were classified within Level 2 of the fair value hierarchy.

Non-marketable Equity Securities

Our non-marketable equity securities, included in other assets in the consolidated balance sheets, consist of investments in privately held companies without readily determinable fair values.

The following table shows our non-marketable equity securities that were measured using the measurement alternative (in thousands):

Non-marketable equity securities:

Opening gross investment balance (as of July 1, 2025 and July 1, 2024) $ 116,217 $ 66,217

Investment made during the year 46,613 50,000

Cumulative impairment adjustments ( 23,600 ) ( 11,600 )

Total carrying value (as of June 30, 2026 and June 30, 2025) $ 139,230 $ 104,617

SMCI | 2026 Form 10-K | 78

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our non-marketable equity securities include $ 92.5 million invested in an unrelated party (the “Sub-licensee”) to which we have subleased the entire space in Vernon, California.

The Sub-licensee does not meet the criteria of a related party.

Additionally, the Sub-licensee has been a customer of ours, and we concluded that equity investment agreements and sub-licensing agreements are separate from revenue contracts as all transactions have been recorded at the respective fair values.

Please refer to Note 10, “Leases” for further discussion.

During the fiscal year ended June 30, 2026, we recognized an impairment loss of $ 12.0 million related to an investment, and subsequently realized a gain of $ 13.3 million upon sale of such investment in the later part of the year, resulting in a net gain of $ 1.3 million for the fiscal year ended June 30, 2026.

No impairment loss was recorded during the fiscal year ended June 30, 2025.

During the fiscal year ended June 30, 2024, we recognized an impairment loss of $ 11.6 million.

During the fiscal years ended June 30, 2026 and 2025, we invested $ 5.0 million and $ 6.0 million, respectively, in a clean energy technology company focused on the development and deployment of advanced battery storage solutions.

We represent approximately 33 % on this technology company's board of directors and account for the investment under the equity method.

For the fiscal year ended June 30, 2026, our share of the investee’s net loss recognized was approximately $ 2.2 million, and was recognized in share of (loss) income from equity investees, net of taxes in our consolidated statements of operations.

During the fiscal year ended June 30, 2025, we impaired our investment in a privately-held company (the “Corporate Venture”) located in China, accounted for as an equity method investment.

Please refer to Note 11, “Related Party Transactions” for further discussion.

SMCI | 2026 Form 10-K | 79

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net Income Per Common Share

3 unchanged sentences

Net income - basic $ 2,230,453 $ 1,048,854 $ 1,152,666

Series A Mandatory Convertible Preferred Stock dividends ( 13,088 ) — —

Earnings allocated to participating securities ( 21,523 ) — —

Net income attributable to common stockholders - basic 2,195,842 1,048,854 1,152,666

Earnings allocated to participating securities 21,523 — —

Convertible notes interest charge, net of tax 71,960 5,726 1,480

Net income - diluted $ 1,054,580 $ 1,154,146 $ 639,998

Earnings re-allocated to participating securities for the impact of dilutive securities ( 19,202 ) — —

Net income attributable to common stockholders - diluted $ 2,270,123 $ 1,054,580 $ 1,154,146

Weighted-average shares outstanding - basic 601,806 593,665 555,878

1 unchanged sentence

Effect of dilutive securities 21,739 30,052 41,876

30,052 41,876 30,455

Weighted-average shares outstanding - diluted 697,348 628,402 602,146

1 unchanged sentence

Net income per common share - diluted $ 3.26 $ 1.68 $ 1.92

Potentially dilutive shares of common stock issuable upon conversion of our outstanding 2029 Convertible Notes, outstanding 2028 Convertible Notes, and outstanding 2030 Convertible Notes are determined using the if-converted method.

For the year ended June 30, 2025, shares issuable upon conversion of the 2028 Convertible Notes and 2030 Convertible Notes were dilutive and were included within the numerator for interest and denominator for shares issuable upon conversion of the diluted net income per common share computation.

For year ended June 30, 2025, shares issuable upon conversion of the 2029 Convertible Notes were anti-dilutive.

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common shares attributable to common stockholders, because their effect was anti-dilutive (in thousands):

Years Ended June 30,

2025 2024 2023

Anti-dilutive shares excluded from diluted net income per common share:

Stock-based awards 22,433 14,707 2,700

14,707 2,700 1,778

Convertible notes — 20,673 —

SMCI | 2025 Form 10-K | 79

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Balance Sheet Components

2 unchanged sentences

Cash and cash equivalents $ 7,521,474 $ 5,169,911

Restricted cash included in other assets 2,390 507

Restricted cash included in prepaid expenses and other current assets and other assets 110,062 2,390

Total cash, cash equivalents, and restricted cash $ 7,631,536 $ 5,172,301

$ 5,172,301 $ 1,670,273

SMCI | 2026 Form 10-K | 80

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Allowance for credit losses

1 unchanged sentence

The allowance for credit losses is based upon the age of outstanding receivables, credit risk of specific customers, historical trends related to past losses and other relevant factors.

Accounts receivable allowances as of June 30, 2025, 2024, and 2023 consisted of the following:

Accounts receivable allowances as of June 30, 2026, 2025, and 2024 consisted of the following (in thousands):

Balance Credit Loss Recoveries, net

9 unchanged sentences

During the fiscal years ended June 30, 2026, 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 $ 188.1 million, $ 232.0 million, and $ 83.0 million, respectively.

Prepaid Expenses and Other Current Assets

Asset held for others $ 465,759 $ —

Prepaid inventory 315,373 1,323

Receivable from vendors 137,213 155,254

Prepaid expenses 92,294 26,822

Restricted cash 47,000 —

Prepaid income tax 29,028 44,337

Marketable equity security 23,110 6,239

Deferred service costs 17,442 5,643

Other 56,196 7,808

Total prepaid expenses and other current assets $ 1,183,415 $ 247,426

SMCI | 2026 Form 10-K | 81

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SUPER MICRO COMPUTER, INC.

1 unchanged sentence

Property, Plant, and Equipment, net

Land $ 162,848 $ 150,137

Buildings $ 197,580 $ 182,466

Machinery and equipment 111,331 156,496

Land 196,234 162,848

Building and leasehold improvements 142,552 121,665

Machinery and equipment 140,063 111,331

Construction in progress

Furniture and fixtures 45,202 36,268

Software 4,059 7,117

Construction in progress

Property, plant, and equipment, gross

4 unchanged sentences

Depreciation expense for the fiscal years ended June 30, 2026, 2025, and 2024 was $ 53.0 million, $ 41.0 million, and $ 30.1 million, respectively.

During the fiscal year ended June 30, 2025, $ 128.3 million of fully depreciated assets were written off from the cost and accumulated depreciation amounts in the table above.

During the fiscal years ended June 30, 2026 and 2025, $ 17.6 million and $ 128.3 million, respectively, of fully depreciated assets were written off from the cost and accumulated depreciation amounts in the table above.

These assets had a zero net book value, thus, no gain or loss was recognized on the consolidated statements of operations from the write off.

Non-current accounts receivable

$ 166,405 $ —

Operating lease right-of-use asset 293,692 34,566

Operating lease ROU asset $ 521,287 $ 293,692

Long-term investments 148,017 112,367

Tariff receivable* 65,351 —

Restricted cash, non-current 63,062 2,390

Deferred service costs, non-current 36,567 10,713

Deposits 27,481 4,980

Restricted cash, non-current 2,390 507

Non-current accounts receivable

4,846 166,405

Other 29,610 14,324

Total other assets $ 896,221 $ 604,871

*Represents receivables related to our claims under Section 232 of the Trade Expansion Act of 1962.

Refer to Note 15, “Commitments and Contingencies” for additional disclosures related to the Supreme Court decision related to tariff under the International Emergency Economic Powers Act (“IEEPA”).

SMCI | 2026 Form 10-K | 82

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SUPER MICRO COMPUTER, INC.

1 unchanged sentence

Accrued Liabilities

Accrued payroll and related expenses $ 82,156 $ 62,006

Customer deposits $ 314,665 $ 260,131

Accrued professional fees 8,098 1,699

Accrued warranty costs 9,753 10,009

Accrued cooperative marketing expenses 26,775 15,967

Operating lease liability 21,189 9,248

Accrued Interest - Convertible Notes

Accrued payroll and related expenses 161,229 82,156

Customer-related liabilities

1 unchanged sentence

Input tax payable 95,180 39,161

57,815 57,369

Accrued interest - lines of credit and term loans 59,491 146

Accrued cooperative marketing expenses 50,267 26,775

Operating lease liability 40,626 21,189

Import tax and tariff liabilities 30,809 20,883

Accrued professional fees 27,592 8,098

Accrued interest - convertible notes 27,388 27,701

Accrued warranty costs 19,458 9,753

Accrued preferred stock dividends 13,088 —

Other 56,986 36,786

Total accrued liabilities $ 1,032,716 $ 565,637

14 unchanged sentences

As of June 30, 2025, the gross amount recorded within our consolidated balance sheets in prepaid expenses and other current assets and accounts payable was $ 16.2 million and $ 40.0 million, respectively.

Receivables Purchase Agreement

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.

(“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 | 2026 Form 10-K | 83

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Lines of Credit and Term Loans

Short-term and long-term loan obligations with respect to revolving lines of credit and term loans as of June 30, 2025 and 2024 consisted of the following (in thousands):

Line of credit:

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”).

The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $ 1,790.0 million.

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.

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.

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.

The facility may be terminated by the Administrative Agent, the Required Purchasers or the sellers upon 30 days’ prior written notice, or earlier upon the occurrence of certain termination events.

Trade receivables sold and discount on trade receivables sold under this program were as follows (in thousands):

Year Ended June 30,

Trade receivables sold $ 831,674

Discount on trade receivables (1)

(1) Included in general and administrative expenses in the consolidated statements of operations.

There were no trade receivables sold under the Receivables Purchase Agreement and subject to servicing by us that remained outstanding and uncollected, or outstanding and collected but not yet remitted to purchasers, and therefore the full $ 1,790.0 million facility limit remained unutilized as of June 30, 2026.

SMCI | 2026 Form 10-K | 84

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Lines of Credit, Revolving Credit Facilities, and Term Loans

Short-term and long-term loan obligations with respect to lines of credit and term loans as of June 30, 2026 and 2025 consisted of the following (in thousands):

Lines of credit:

CTBC Credit Lines $ 183,249 $ —

Chang Hwa Bank Credit Lines 25,022 —

HSBC Bank Credit Lines — 30,000

E.SUN Bank Credit Lines 50,000 30,000

1 unchanged sentence

First Bank Credit Lines — —

JP Morgan Revolving Credit Facility 2,000,000 —

CTBC Revolving Credit Facilities 1,763,533 —

Total lines of credit

9 unchanged sentences

Total lines of credit and term loans $ 4,056,148 $ 112,475

Lines of credit and current portion of term loans 75,060 402,346

Term loans, non-current $ 37,415 $ 74,083

Lines of credit and term loans, current $ 2,039,774 $ 75,060

Lines of credit and term loans, non-current $ 2,016,374 $ 37,415

SMCI | 2026 Form 10-K | 85

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Activities under Revolving Lines of Credit and Term Loans

Activities under Lines of Credit, Revolving Credit Facilities, and Term Loans

Available borrowings and interest rates as of June 30, 2026 and June 30, 2025 consisted of the following (in thousands, except for percentages):

2 unchanged sentences

Available borrowings Interest rate Available borrowings Interest rate

Line of credit:

2018 Bank of America Credit Facility $ — — % $ 350,000 6.82 %

2022 Bank of America Credit Facility $ — — % $ 20,000 6.49 %

Cathay Bank Line of Credit $ — — % $ 132,000 7.33 %

Lines of credit:

CTBC Credit Lines $ 1,751 2.58 % - 4.87 %

2 unchanged sentences

$ 30,259 1.88 % - 5.16 %

HSBC Bank Credit Lines $ — — % - — %

$ 20,000 2.03 % - 6.28 %

E.SUN Bank Credit Lines $ — 2.75 % - 4.94 %

3 unchanged sentences

First Bank Credit Lines $ 20,000 2.03 % - 4.81 %

$ 1,916 2.03 % - 6.19 %

Yuanta Bank Credit Lines $ — — % - — %

$ 47,610 2.32 % - 6.33 %

JP Morgan Revolving Credit Facility $ — 4.91 % - 5.68 %

CTBC Revolving Credit Facilities $ — 2.86 % - 5.11 %

Term loan facilities:

Bank of America Term Loan $ — n/a $ — n/a

Chang Hwa Bank Credit Facility, due October 15, 2026 $ — 2.08 % $ — 2.08 %

CTBC Term Loan Facility, due June 4, 2030 $ — 1.33 % - 1.83 %

$ — 1.33 % - 1.83 %

CTBC Term Loan Facility, due August 15, 2026 $ — 2.03 % $ — 1.53 % - 2.03 %

2 unchanged sentences

Mega Bank Term Loan Facility, due October 3, 2026 $ — 2.02 %

Principal payments on lines of credit and term loans are due as follows (in thousands):

Principal Payments

2027 $ 2,039,774

Bank of America

2018 Bank of America Credit Facility (terminated in November 2024)

In April 2018, we entered into a revolving line of credit with Bank of America for up to $ 250.0 million (as amended from time to time, the “2018 Bank of America Credit Facility”).

On March 3, 2022, the 2018 Bank of America Credit Facility was amended to, among other items, increase the size of the facility from $ 200.0 million to $ 350.0 million and change provisions relating to payments and LIBOR replacement mechanics to Secured Overnight Financing Rate (“SOFR”).

The obligations bear a base interest rate plus 0.5 % to 1.5 % based on the SOFR availability.

As of June, 30, 2024, the total outstanding borrowing under this credit facility was $ 0.0 million.

On July 19, 2024 and on September 27, 2024, we entered into the Eighth and Ninth Amendments to Loan and Security Agreement, which amended the Loan and Security Agreement, dated as of April 19, 2018 (the “ABL Agreement”)which amended, among other things the due date to deliver our audited financial statements for the fiscal year ended June 30, 2024 under the agreement.

On November 20, 2024, we terminated our obligations under the ABL Agreement.

2031 2,000,000

Total lines of credit and term loans $ 4,056,148

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.

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 consolidated balance sheet as of issuance of the credit facility.

These deferred financing costs are being amortized to interest expense over the term of the Revolving Credit Facility and are not material.

SMCI | 2026 Form 10-K | 86

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2022 Bank of America Credit Facility (terminated in November 2024)

On March 23, 2022, we, through our Taiwan subsidiary, entered into an Uncommitted Facility Agreement for credit lines with Bank of America – Taipei Branch (the “2022 Bank of America Credit Facility”), for an amount not to exceed in aggregate $ 20.0 million.

The interest rate will be quoted by Bank of America - Taipei Branch for each drawdown.

As of June 30, 2024, we had no outstanding borrowings under the 2022 Bank of America Credit Facility and on November 20, 2024, we terminated our obligations under the Uncommitted Facility Agreement for credit lines with Bank of America – Taipei Branch.

Bridge Term Loan Facility (terminated in November 2024)

On July 19, 2024, we entered into a Term Loan Credit Agreement, by and among us, the lenders party thereto, and Bank of America, N.A., as the administrative agent (the “Term Loan Agent”), which provided for a $ 500.0 million term loan facility (the “Bridge Term Loan Facility”).

This term loan was amended on September 27, 2024 which amended, among other things, the date by which we were required to deliver our audited financial statements for the fiscal year 2024 under the agreement, and on November 1, 2024, we paid the borrowing in full and terminated our obligations under the Term Loan Agreement.

Cathay Bank Line of Credit (terminated in November 2024)

On May 19, 2022 (the “Cathay Bank Effective Date”), we entered into a Loan Agreement (the “Cathay Bank Loan Agreement”) with Cathay Bank pursuant to which Cathay Bank has agreed to provide a revolving line of credit of up to $ 132.0 million (the “Commitment”) for the five-year period following the Cathay Bank Effective Date.

The interest rate under the Cathay Bank Loan Agreement is based upon either the SOFR index or prime rate index, at our quarterly election, plus a tiered spread that is based upon the average amounts deposited by us at Cathay Bank as a percentage of the Commitment.

The spread is either 1.65 % or 2.00 % if the index is SOFR index, or 1.25 % or 1.00 % if the spread is the prime rate index with the higher spread applying in each case if an amount less than 25 % of the Commitment is on deposit with Cathay Bank.

As of June 30, 2024, the outstanding borrowing under this line of credit was $ 0.0 million.

On October 28, 2024 and on November 15, 2024, we entered into the Third and Fourth Amendments to the Loan Agreement , which amended, among other things the date by which we were required to deliver our audited financial statements under the agreement and on November 20, 2024, we repaid the borrowing in full and terminated our obligations under the Cathay Bank Loan Agreement.

As of June 30, 2026, we had $ 2,000.0 million outstanding under the Revolving Credit Facility.

As of June 30, 2026, the estimated collateral value of assets held in the United States was approximately $ 22.4 billion, after excluding assets that were ineligible, non-transferable, or otherwise assigned no realizable collateral value under the Credit Agreement.

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.

The applicable margin varies based on (i) during a non-investment grade period, our leverage ratio (ranging from 1.25 % to 2.00 % for term rate loans and 0.25 % to 1.00 % for ABR loans), or (ii) during an investment grade period, our corporate family rating (ranging from 1.13 % to 1.38 % for term rate loans and 0.13 % to 0.38 % for ABR loans).

We also pay a quarterly commitment fee on unused commitments ranging from 0.15 % to 0.30 % during a non-investment grade period (or 0.12 % to 0.15 % during an investment grade period).

Investment grade period refers to the period beginning on the date (no earlier than September 30, 2026) when we attain an investment grade corporate family rating from at least two of Moody’s (Baa3 or higher), S&P (BBB- or higher), and Fitch (BBB- or higher), in each case with a stable or better outlook, and delivers an officer’s certificate to the administrative agent confirming such ratings, and continuing until the occurrence of a subsequent non-investment grade trigger event.

The Revolving Credit Facility matures on December 29, 2030.

During any non-investment grade period, the Revolving Credit Facility is guaranteed by us and certain qualifying domestic subsidiaries (subject to customary exclusions) and is secured by a first-priority lien on substantially all assets of the applicable loan parties (subject to customary exclusions).

The Credit Agreement includes customary restrictive covenants (some of which are not applicable during an investment grade period), including limitations on indebtedness, investments, and restricted payments, and a maximum total net leverage ratio covenant of 4.00 :1.00 for the first four full fiscal quarters after inception, stepping down to 3.50 :1.00 for the next four full fiscal quarters, and 3.00 :1.00 thereafter.

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.

In June 2026, the Credit Agreement was amended to provide additional capacity for distributions on certain Mandatory Convertible Preferred Stock, subject to maintaining a pro forma fixed charge coverage ratio of at least 2.00 :1.00.

CTBC Revolving Credit Facilities

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.

as mandated lead arrangers and bookrunners (with CTBC Bank Co., Ltd.

also acting as administrative agent under the Credit Agreement).

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.

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.

As a result, the total lender commitments under the Credit Agreement increased to $ 1,765.0 million.

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.

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.

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.

SMCI | 2026 Form 10-K | 87

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Borrowings under Facility A1 denominated in U.S.

Dollar (“USD”) accrue interest at the US dollar offered rate of the Taipei Forex Inc.

(“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.

Borrowings under Facility A1 and Facility A2 denominated in New Taiwan Dollar (“NTD”) accrue interest at the Taipei Interbank Offered Rate (“TAIBOR”) (subject to a zero floor) plus a margin of 1.0 % per annum;

provided that the interest rate applicable to any loan denominated in NTD will never be less than 1.7 %.

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.

A 0.10 % fee is payable if the maturity of the CTBC Revolving Credit Facilities is extended.

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.

The CTBC Revolving Credit Facilities mature on the first anniversary of the date of initial utilization;

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.

We may extend the maturity of the CTBC Revolving Credit Facilities on no more than two occasions, in each case by an additional year.

The Credit Agreement is governed by the laws of Taiwan, and disputes are subject to the non-exclusive jurisdiction of the courts of Taiwan.

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 consolidated balance sheet as of issuance of the credit facilities.

These deferred financing costs are being amortized to interest expense over the term of the CTBC Revolving Credit Facilities and not material.

Under the CTBC Revolving Credit Facilities, (i) the Company guarantees the obligations of its wholly-owned subsidiary, Super Micro Computer, Inc.

Taiwan, (ii) all receivables of the subsidiary and the related proceeds are subject to a continuing security interest, and (iii) certain funds placed on term deposit in bank accounts held by the subsidiary are subject to a continuing security interest.

The initial utilization was originally due for repayment on July 23, 2026.

On July 23, 2026, the repayment date was extended to January 22, 2027.

As of June 30, 2026, we had $ 1,763.5 million outstanding under the CTBC Revolving Credit Facilities.

CTBC Credit Lines

On September 28, 2023, our Taiwan subsidiary entered into a general agreement for omnibus credit lines with CTBC Bank (the “2023 CTBC Agreement”), which replaces the prior CTBC credit lines in their entirety and permits for borrowings, from time to time, thereunder pursuant to various individual credit arrangements and includes the previously issued long and medium term loan facility of NTD 1,550.0 million entered in 2021 and 2020 (the “Long and Medium Loan Facility”), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,250.0 million and NTD 100.0 million, respectively (the “NTD Short Term Loan/Guarantee Line”), (ii) a short-term loan providing a line of credit of up to $ 40.0 million (the “USD Short Term Loan Line”), and (iii) an export/import o/a loan line providing a line of credit of up to $ 105.0 million for exports and $ 50.0 million for imports (the “Export/Import Line,” and, together with the NTD Short Term Loan/Guarantee Line and the USD Short Term Loan Line, the “New CTBC Credit Lines”).

Aggregate borrowings under the New CTBC Credit Lines together is subject to a cap of $ 105.0 million.

Aggregate borrowings under the New CTBC Credit Lines together are subject to a cap of $ 105.0 million.

SMCI | 2026 Form 10-K | 88

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SUPER MICRO COMPUTER, INC.

2 unchanged sentences

This agreement (which changed arrangements under the 2023 CTBC Agreement), increased the aggregate total borrowings under the various individual credit arrangements with CTBC Bank from $ 105.0 million to $ 185.0 million.

The credit arrangements under the 2024 CTBC Agreement now include the previous issued long and medium term loan facility of NTD 1,550.0 million entered in 2021 and 2020 (the “Long and Medium Loan Facility”), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,250.0 million and NTD 100.0 million, respectively (the “New NTD Short Term Loan/Guarantee Line”), (ii) a short-term loan providing a line of credit of up to $ 40.0 million (the “New USD Short Term Loan Line”), (iii) an export/import o/a loan line providing a line of credit of up to $ 105.0 million for exports and $ 50.0 million for imports (the “New Export/Import Line”), and (iv) an import o/a loan line of credit of up to $ 80.0 million available through August 31, 2024 (the “Incremental Import Line,” and, together with the New NTD Short Term Loan/Guarantee Line, the New USD Short Term Loan Line, and the New Export/Import Line, the “Increased CTBC Credit Lines”).

The credit arrangements under the 2024 CTBC Agreement now include the previously issued long and medium term loan facility of NTD 1,550.0 million entered in 2021 and 2020 (the “Long and Medium Loan Facility”), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,250.0 million and NTD 100.0 million, respectively (the “New NTD Short Term Loan/Guarantee Line”), (ii) a short-term loan providing a line of credit of up to $ 40.0 million (the “New USD Short Term Loan Line”), (iii) an export/import o/a loan line providing a line of credit of up to $ 105.0 million for exports and $ 50.0 million for imports (the “New Export/Import Line”), and (iv) an import o/a loan line of credit of up to $ 80.0 million available through August 31, 2024 (the “Incremental Import Line,” and, together with the New NTD Short Term Loan/Guarantee Line, the New USD Short Term Loan Line, and the New Export/Import Line, the “Increased CTBC Credit Lines”).

Aggregate borrowings under all the Increased CTBC Credit Lines are subject to a cap of $ 185.0 million.

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Aggregate borrowings under all the 2025 CTBC Credit Lines are subject to a cap of $ 185.0 million as set forth under the 2024 CTBC Agreement.

The 2025 Facility expires on February 28, 2026.

As of June 30, 2025 and 2024, the outstanding borrowings under the CTBC Credit Lines were $ 0.0 million and $ 184.6 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the 2025 CTBC Bank Credit Lines was $ 185.0 million.

2026 CTBC Facility Letter

On April 21, 2026, our Taiwan Subsidiary received a new facility letter from CTBC Bank (“2026 Facility”), issued under the general agreement for omnibus credit lines with CTBC Bank, dated February 16, 2024 (the “2024 CTBC Agreement”) and agreement for Individually Negotiated Terms and Conditions with CTBC Bank, dated May 8, 2026 (the “2026 CTBC Individually Agreement”).

As a result, the credit arrangements under the 2024 CTBC Agreement now include the previously issued long and medium-term loan facility of NTD 1,550.0 million entered into in 2020 and 2021 (the “Long and Medium Loan Facility”), and each of (i) a short-term loan and guarantee line providing credit of up to NTD 1,800.0 million and NTD 100.0 million, respectively (the “NTD Short Term Loan/Guarantee Line”), (ii) an export/import open account loan line providing a line of credit of up to $ 105.0 million for exports and imports (the “Export/Import Line”) and (iii) an import o/a loan line of credit of up to $ 80.0 million (the “Import O/A Line,” and, together with the NTD Short Term Loan/Guarantee Line, the USD Short Term Loan Line, and the Export/Import Line, the “2026 CTBC Credit Lines”).

Aggregate borrowings under all the 2026 CTBC Credit Lines are subject to a cap of $ 185.0 million as set forth under the 2024 CTBC Agreement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2026 and 2025, the outstanding borrowings under the 2026 CTBC Credit Lines were $ 183.2 million and $ 0.0 million, respectively.

CTBC Term Loan Facility

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(“CTBC”), which provided for a ten-year , non-revolving term loan facility (the “2020 CTBC Term Loan Facility”) to borrow up to NTD 1,200.0 million.

On July 20, 2021, we, through our Taiwan subsidiary, entered into a general agreement for omnibus credit lines with CTBC (the “2021 CTBC Credit Facility"), which replaced the prior CTBC credit facilities, other than the 2020 CTBC Team Loan Facility, in their entirety and permit borrowings, from time to time, pursuant to a term loan facility of up to NTD 1,550.0 million including the existing 2020 CTBC Term Loan Facility of NTD 1,200.0 million and a new 75-month , non-revolving term loan facility of NTD 350.0 million to use to purchase machinery and equipment for the Company’s Bade Manufacturing Facility located in Taiwan (the “2021 CTBC Machine Loan”).

On July 20, 2021, we, through our Taiwan subsidiary, entered into a general agreement for omnibus credit lines with CTBC (the “2021 CTBC Credit Facility"), which replaced the prior CTBC credit facilities, other than the 2020 CTBC Term Loan Facility, in their entirety and permit borrowings, from time to time, pursuant to a term loan facility of up to NTD 1,550.0 million including the existing 2020 CTBC Term Loan Facility of NTD 1,200.0 million and a new 75-month , non-revolving term loan facility of NTD 350.0 million to use to purchase machinery and equipment for our Bade Manufacturing Facility located in Taiwan (the “2021 CTBC Machine Loan”).

As of June 30, 2026 and 2025, the amounts outstanding under the 2020 CTBC Term Loan Facility were $ 21.1 million and $ 28.8 million, respectively.

As of June 30, 2026 and 2025, under the 2021 CTBC Machine Loan, the amounts outstanding were $ 0.2 million and $ 1.8 million, respectively.

As of June 30, 2025, the net book value of land and building located in Bade, Taiwan, collateralizing the CTBC Credit Line and Term Loan Facility was $ 75.1 million.

As of June 30, 2026, the net book value of land and buildings located in Bade, Taiwan, collateralizing the CTBC credit lines, term loan facilities, and revolving credit facilities, was $ 76.0 million.

Chang Hwa Bank

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The Chang Hwa Bank Credit Facility permits borrowings of up to NTD 1,000.0 million (the “Chang Hwa Bank Term Loan Facility”), including up to $ 20.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments (the “CHB Credit Lines”).

Terms for specific drawdown instruments issued under the Chang Hwa Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are set forth in the Import O/A Loan Contract and Export O/A Loan Contract, which were entered into on the Chang Hwa Bank Effective Date None of these Loan Contracts are secured and there are no financial covenants.

None of these Loan Contracts are secured and there are no financial covenants.

On May 13, 2022, Chang Hwa Bank notified us that it increased the borrowing capacity limit by $ 20.0 million.

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(“Chang Hwa Bank”) which was substantially similar to the Chang Hwa Bank Credit Facility, except the credit limit thereunder was updated to include, in addition to $ 20.0 million from the Chang Hwa Bank Credit Facility, an additional credit limit of NTD 300.0 million (together, the “CHB Credit Lines”).

Terms for specific drawdown instruments issued under the New 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.

Under three Loan Contracts entered into on the CHB Effective Date, our Taiwan subsidiary and the Bank have agreed to each of the following:

(a) our Taiwan subsidiary may choose one of the following, subject to a cap of $ 20.0 million under the CHB Credit Lines:

(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 is based on Taipei Forex Inc (“TAIFX”) plus a fixed margin;

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 is based on TAIFX plus a fixed margin;

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 %.

None of the Import O/A Loan, Export O/A Loan, or General Working Capital Loan are secured and there are no financial covenants.

Under the New Credit Facility, the Bank has the right to demand collateral for debts owed.

On September 18, 2025 (the “CHB Effective Date”), our Taiwan subsidiary entered into a credit facility (the “2025 Credit Facility”) with 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”).

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”.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

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:

(a) our Taiwan subsidiary may choose one of the following, subject to a cap of $ 20.0 million under the CHB Credit Lines:

(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.

(“TAIFX3”) plus a fixed margin;

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 TAIFX3 plus a fixed margin;

Only the Loan Contract referred to in (b) is subject to renewal or re-execution, while the other agreements under (a) remain unchanged.

None of the Import O/A Loan, Export O/A Loan, or General Working Capital Loan are secured and there are no financial covenants.

Under the New Credit Facility, the Bank has the right to demand collateral for debts owed.

As of June 30, 2026 and 2025, the outstanding borrowings under the CHB Credit Lines were $ 25.0 million and $ 0.0 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the CHB Credit Lines was $ 30.3 million.

As of June 30, 2026 and 2025, the total outstanding borrowings under the Chang Hwa Bank Term Loan Facility were denominated in NTD and remeasured into U.S.

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E.SUN Bank Credit Lines

On June 17, 2023, we, through our Taiwan subsidiary, entered into a Notification and Confirmation pursuant to which the Taiwan subsidiary and E.SUN Bank agreed to drawdowns of up to $ 30.0 million for an import o/a financing loan with a tenor of 120 days (the “2023 Import O/A Loan”).

On June 17, 2023, we, through our Taiwan subsidiary, entered into Notifications and Confirmation of Credit Conditions ("Notification and Confirmation") pursuant to which the Taiwan subsidiary and E.SUN Bank agreed to drawdowns of up to $ 30.0 million for an import o/a financing loan with a tenor of 120 days (the “2023 Import O/A Loan”).

The period of use is between May 16, 2023 and May 16, 2024.

The interest rate thereunder is based on the US dollar offered rate of the Taipai Forex Trading Center (“TAIFX3”) plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances.

The interest rate thereunder is based on the US dollar offered rate of the Taipei Forex Inc.

(“TAIFX3”) plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances.

Interest payments are due on a monthly basis, and the principal is repayable on the due date.

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Interest rates may be adjusted under certain conditions.

The facilities are available on a revolving basis through April 1, 2026 and require us to maintain continuous NASDAQ listing and 100 % ownership of the Taiwan subsidiary;

The facilities were available on a revolving basis through April 1, 2026 and require us to maintain continuous Nasdaq listing and 100 % ownership of the Taiwan subsidiary;

noncompliance may result in suspension of availability and accelerated repayment.

On June 3, 2026, our Taiwan subsidiary renewed into unsecured credit facilities with E.SUN Bank consisting of an Import and Export Trade Facility, comprising import and export O/A financing loans.

The borrowing limit under the facilities is $ 60.0 million for the O/A Loan.

Drawdowns under the O/A loans have a tenor of 120 days.

The O/A loans bear interest at TAIFX3 plus a fixed margin, and the short-term loan bears interest at E.SUN Bank’s one-month time savings deposit rate index plus a fixed margin, subject to a stated minimum.

Interest rates may be adjusted under certain conditions.

The facilities are available on a revolving basis through May 12, 2027 and require to continue Nasdaq listing and maintain 100 % ownership of the Taiwan subsidiary;

noncompliance may result in suspension of availability and accelerated repayment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The aggregate outstanding balance under the renewed facility, along with E.SUN Bank’s participation amount under the CTBC Revolving Credit Facilities of $ 150.0 million, which is included in the outstanding balance under the CTBC Revolving Credit Facilities presented above, may not exceed $ 200.0 million.

As of June 30, 2026 and 2025, the outstanding borrowings under the E.SUN Bank Credit Lines were $ 50.0 million and $ 30.0 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the E.SUN Bank Credit Lines was $ 30.0 million.

E.SUN Bank Term Loan Facility

1 unchanged sentence

The 2021 E.SUN Bank Credit Facility permitted borrowings of up to NTD 1,600.0 million.

Terms for specific drawdown instruments issued under the 2021 E.SUN Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, were to be set forth in Notifications and Confirmation of Credit Conditions (a “Notification and Confirmation”) negotiated with E.SUN Bank.

A Notification and Confirmation was entered into on the Old E.SUN Bank Effective Date for a five-year , non-revolving term loan facility to obtain up to NTD 1,600.0 million in financing for use in research and development activities (the “Term Loan”).

3 unchanged sentences

The 2022 E.SUN Bank Credit Facility permits borrowings of up to NTD 680.0 million and the prior medium term loan under the Prior E.SUN Bank Credit Facility shall not exceed in aggregate NTD 1,800.0 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Terms for specific drawdown instruments issued under the 2022 E.SUN Bank 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 a Notifications and Confirmation.

Under a Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, our Taiwan subsidiary and E.SUN Bank have agreed to a Medium Term Credit Loan of NTD 680.0 million with a tenor of five years .

On November 14, 2024 and June 27, 2025, the Taiwan Subsidiary entered into amendments (the “2025 E.SUN Amendments”) of various Notifications and Confirmations of Credit Agreements (the “Notifications and Confirmations”) previously entered into with E.SUN Bank, which modified certain covenant requirements.

Under the Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, our Taiwan subsidiary and E.SUN Bank have agreed to a Medium Term Credit Loan of NTD 680.0 million with a tenor of five years .

On November 14, 2024, and June 27, 2025, the Taiwan Subsidiary entered into amendments (the “2025 E.SUN Amendments”) of various Notification and Confirmation of Credit Agreements entered into with E.SUN Bank, which modified certain covenant requirements.

On June 26, 2026, the Taiwan Subsidiary entered into amendments (the “2026 E.SUN Amendments”) of various Notification and Confirmation previously entered into with E.SUN Bank, which modified certain covenant requirements.

A one-time waiver was granted by E.SUN Bank for the verification of the debt-to-net worth and interest coverage ratios for the period ending October 31, 2026, thereby, eliminating the requirement to review the above noted covenants.

As of June 30, 2026 and 2025, the amount outstanding under the Term Loan was denominated in NTD and remeasured into US dollars of $ 4.8 million and $ 9.6 million, respectively.

HSBC Bank Credit Lines (terminated in December 2024)

On January 7, 2022 (the “HSBC Bank Effective Date”), we, through our Taiwan subsidiary, entered into a General Loan, Export/Import Financing, Overdraft Facilities and Securities Agreement (the “Loan Agreement”) with a Taiwan affiliate of HSBC Bank (“HSBC Bank”).

HSBC Bank agreed to a $ 30.0 million export/seller trade facility under the Loan Agreement with a tenor of 120 days.

The interest rate thereunder is based on HSBC Bank’s base rate plus a fixed margin, subject to adjustment under certain circumstances.

As of June 30, 2024, the outstanding borrowings under the HSBC Loan Agreement was $ 30.0 million, which was fully paid on September 9, 2024, during fiscal year 2025.

On December 20, 2024, the General Loan, Export/Import Financing, Overdraft Facilities, and Securities Agreement which the Taiwan Subsidiary had entered into with the Taiwan affiliate of HSBC Bank (the “HSBC Loan Agreement”) was terminated and not renewed.

Mega Bank Credit Facilities

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During the loan period, our Taiwan subsidiary is required to maintain certain specified deposit balances with Mega Bank and we are required to maintain 100 % direct or indirect share ownership of our Taiwan subsidiary.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The 2024 Omnibus Credit Authorization Agreement set forth additional terms of the individual credit authorizations.

4 unchanged sentences

Amounts borrowed are otherwise unsecured.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On June 24, 2025, we, through our Taiwan subsidiary, entered into an Omnibus Credit Authorization Agreement (the “New Omnibus Credit Authorization Agreement”) with Mega International Commercial Bank (“Mega Bank”), which was substantially similar to the 2024 Omnibus Credit Authorization Agreement.

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100 % of deposit needs to be pledged to Mega Bank for the amount of actual drawdown exceeding $ 30.0 million.

As of June 30, 2025 and 2024, the outstanding borrowings under the Mega Bank credit lines were $ 0.0 million and $ 50.0 million, respectively.

As of June 30, 2025, the amount available for future borrowing under the Mega Bank credit lines was $ 50.0 million.

On February 4, 2026, our Taiwan subsidiary renewed the facility from Mega Bank.

The renewed facility continues to provide up to $ 50.0 million including sub-item of NTD 600.0 million in total credit capacity.

The renewed facility will be capped at $ 70.0 million together with the medium term loan and syndicated loan as CTBC Revolving Credit Facilities.

The participation amount of the syndicated loan is $ 30.0 million, and is included in the outstanding balance under the CTBC Revolving Credit Facilities presented above.

The maturity date is January 8, 2027.

As of both June 30, 2026 and 2025, we had no outstanding borrowings under the Mega Bank credit lines.

Mega Bank Term Loan Facilities

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dollars at $ 3.1 million and $ 17.1 million, respectively .

Yuanta Bank Credit Lines (expired in May 2025)

On May 23, 2024, our Taiwan subsidiary entered into an Omnibus Credit Agreement and an additional agreement with Yuanta Commercial Bank Co., Ltd., securing credit lines up to NTD 1,550.0 million.

The agreement allows for revolving borrowings, including:

(i) Working Capital Loans up to NTD 1,550.0 million, (ii) Overseas Purchase Loans up to $ 50.0 million, and (iii) Export Loans up to $ 50.0 million.

As of June 30, 2024, there were no outstanding borrowings and on May 23, 2025, the agreement expired.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

First Bank Credit Lines

2 unchanged sentences

The loan terms, outlined in a Facility Letter from First Bank dated February 20, 2024, set the contract period from February 17, 2024, to February 17, 2025, with interest rates based on TAIFX or base rate plus a premium, depending on the currency.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The loan is unsecured but subject to First Bank’s right of set-off, with the possibility of requiring collateral at the bank’s discretion.

First Bank retains the right to reduce the facility amount, shorten the repayment term, or call the loan in full under certain conditions, such as missed interest or principal payments, failure to meet obligations to other financial institutions, or material legal violations by the Subsidiary.

As of June 30, 2024, the outstanding borrowings under the First Bank credit lines were $ 28.1 million.

The First Bank Loan was paid in full and expired on February 17, 2025.

The agreement was renewed on July 18, 2025.

The credit lines are reduced from $ 30.0 million to $ 20.0 million, including a sub-item credit limit of NTD 600.0 million as short-term loans for turnover.

Future Payments Schedule

Principal payments on short-term and long-term debt obligations are due as follows (in thousands):

Principal Payments

Total short-term and long-term debt $ 112,475

As of June 30, 2025, we were in compliance with all the covenants for the revolving lines of credit and term loans identified in this Note 7, “Lines of Credit and Term Loans”.

The credit lines were 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.

Subsequently on February 26, 2026, we renewed the Credit Agreement and the new maturity date is March 9, 2027.

As of both June 30, 2026 and 2025, we had no outstanding borrowings under the First Bank credit lines.

Covenant Compliance

As of June 30, 2026, we were in compliance with all covenants for the credit lines, term loan facilities, and revolving credit facilities on our consolidated balance sheets.

Convertible Notes

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On February 12, 2025, pricing of the amended 2029 Convertible Notes and 2028 Convertible Notes was set pursuant to the Convertible Note SPAs, establishing a binding commitment by the parties to the Convertible Note SPAs.

On February 20, 2025,we amended and supplemented that certain indenture governing the Original 2029 Convertible Notes (the “Original 2029 Notes Indenture”), dated as of February 27, 2024, by entering into a first supplemental indenture and a second supplemental indenture (the Original 2029 Notes Indenture, as so amended, the “2029 Convertible Notes Indenture”), in each case the 2029 Convertible Notes were amended to (i) bear interest from February 20, 2025 at an annual rate of 3.50 %, payable semi-annually in arrears on each March 1 and September 1, beginning on September 1, 2025 and (ii) include an updated conversion rate of 11.9842 shares of our common stock per $1,000 principal amount of 2029 Convertible Notes which is equivalent to a conversion price of approximately $ 83.44 per share of our common stock, in each case subject to adjustment as set forth in 2029 Convertible Notes Indenture (such amendments, the “Amendments”).

On February 20, 2025, we amended and supplemented that certain indenture governing the Original 2029 Convertible Notes (the “Original 2029 Notes Indenture”), dated as of February 27, 2024, by entering into a first supplemental indenture and a second supplemental indenture (the Original 2029 Notes Indenture, as so amended, the “2029 Convertible Notes Indenture”), in each case the 2029 Convertible Notes were amended to (i) bear interest from February 20, 2025 at an annual rate of 3.50 %, payable semi-annually in arrears on each March 1 and September 1, beginning on September 1, 2025 and (ii) include an updated conversion rate of 11.9842 shares of our common stock per $1,000 principal amount of 2029 Convertible Notes which is equivalent to a conversion price of approximately $ 83.44 per share of our common stock, in each case subject to adjustment as set forth in the 2029 Convertible Notes Indenture (such amendments, the “Amendments”).

The 2029 Convertible Notes are convertible into cash, shares of our common stock, or a combination of cash and shares of common stock, at our election.

The other terms of the 2029 Convertible Notes remained substantially unchanged.

The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $ 30.3 million was recognized in other income, net in the consolidated statements of operations during the year ended June 30, 2025.

The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $ 30.3 million was recognized in other income (expense), net in the consolidated statements of operations during the year ended June 30, 2025.

Special interest will accrue on the 2029 Convertible Notes in the circumstances and at the rates described in the 2029 Convertible Notes Indenture.

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We accounted for the issuance of the 2029 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2029 Convertible Notes, net of unamortized issuance costs of $ 21.3 million, was $ 1,703.7 million as of June 30, 2025.

Interest expense related to the amortization of debt issuance costs was $ 3.4 million and interest was $ 22.0 million for the year ended June 30, 2025.

The effective interest rate is 3.86 %.

For the year ended June 30, 2024, the effective interest rate was 0.34 %, and the interest expense related to the amortization of debt issuance costs was $ 1.9 million.

As of June 30, 2026 and 2025, the carrying value of the 2029 Convertible Notes, net of unamortized issuance costs of $ 15.8 million and $ 21.3 million, was $ 1,709.2 million and $ 1,703.7 million, respectively.

The interest expense for the fiscal years ended June 30, 2026, 2025, and 2024 totaled $ 65.9 million, $ 25.4 million, and $ 1.9 million, respectively, including $ 5.5 million, $ 3.4 million, and $ 1.9 million, respectively, from the amortization of debt issuance costs.

The effective interest rates for the fiscal year ended June 30, 2026, 2025, and 2024 were 3.86 %, 3.86 %, and 0.34 %, respectively.

In February 2024, in connection with the issuance of the Original 2029 Convertible Notes, we entered into privately negotiated capped call transactions.

6 unchanged sentences

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3 unchanged sentences

The amended 2029 Convertible Notes and the amended 2029 Capped Call Transactions have been integrated for tax purposes.

Accordingly, the premiums paid for the purchases of the Capped Calls are deductible for income tax purposes over the term of the Notes.

Accordingly, the premiums paid for the purchases of the capped calls are deductible for income tax purposes over the term of the 2029 Convertible Notes.

A reduction of deferred tax assets of $ 18.5 million were recorded in stockholders’ equity to reflect the tax impact of the extinguishment and re-issuance of the 2029 Convertible Notes and the capped call transactions.

7 unchanged sentences

The conversion rate is subject to customary adjustments for certain events as described in the 2028 Convertible Notes Indenture.

We may pay special interest, if any, at its election as the sole remedy relating to a failure to comply with its reporting obligations and will be obligated to pay additional interest, if any, under the circumstances set forth in the 2028 Convertible Notes Indenture.

We may pay special interest, if any, at our election as the sole remedy relating to a failure to comply with our reporting obligations and will be obligated to pay additional interest, if any, under the circumstances set forth in the 2028 Convertible Notes Indenture.

Holders may convert their 2028 Convertible Notes at their option only in the following circumstances:

4 unchanged sentences

and (5) at any time from, and including, January 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above.

If we undergoes a fundamental change (as defined in the 2028 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2028 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2028 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date.

If we undergo a fundamental change (as defined in the 2028 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2028 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2028 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Convertible Notes in connection with such corporate event or during the relevant redemption period.

2 unchanged sentences

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5 unchanged sentences

We accounted for the issuance of the 2028 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2028 Convertible Notes, net of unamortized issuance costs of $ 14.6 million, was $ 685.4 million as of June 30, 2025.

Interest expense related to the amortization of debt issuance costs was $ 1.7 million and for interest was $ 5.7 million for the year ended June 30, 2025.

The effective interest rate is 2.97 %.

As of June 30, 2026 and 2025, the carrying value of the 2028 Convertible Notes, net of unamortized issuance costs of $ 10.0 million and $ 14.6 million, was $ 690.0 million and $ 685.4 million, respectively.

The interest expense for the fiscal years ended June 30, 2026 and 2025 totaled $ 20.4 million and $ 7.4 million, respectively, including $ 4.6 million and $ 1.7 million, respectively, from the amortization of debt issuance costs.

The effective interest rates for each of the fiscal years ended June 30, 2026 and 2025 was 2.97 %.

2030 Convertible Notes

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We used approximately $ 182.2 million of the net proceeds to fund the cost of entering into the Capped Call Transactions described below.

In addition, we used approximately $ 200.0 million of the net proceeds to repurchase 4,891,171 shares of its common stock, $ 0.001 par value per share from certain purchasers of the Convertible Notes (refer to Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the consolidated financial statements for further details).

In addition, we used approximately $ 200.0 million of the net proceeds to repurchase 4,891,171 shares of our common stock, $ 0.001 par value per share from certain purchasers of the 2030 Convertible Notes (refer to Note 13, “Stockholders’ Equity” for further details).

The 2030 Convertible Notes will mature on June 15, 2030, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date.

Prior to the close of business on the business day immediately preceding December 17, 2029, the 2030 Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after December 17, 2029, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030 Convertible Notes will be convertible regardless of these conditions.

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of the our common stock at the our election.

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock at our election.

The 2030 Convertible Notes will not bear regular interest, and the principal amount of the note will not accrete.

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The initial conversion rate is 18.1154 shares per $1,000 principal amount of 2030 Convertible Notes, which represents an initial conversion price of approximately $ 55.20 per share, and is subject to adjustment in accordance with the terms of the Indenture.

If we undergoes a fundamental change (as defined in the 2030 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2030 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2030 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date.

If we undergo a fundamental change (as defined in the 2030 Convertible Notes Indenture), subject to certain conditions, holders may require us to repurchase for cash all or any portion of their 2030 Convertible Notes, at a fundamental change repurchase price equal to 100 % of the principal amount of the 2030 Convertible Notes to be repurchased, plus any accrued and unpaid interest, up to, but excluding, the fundamental change repurchase date.

In addition, following certain corporate events or if we issue a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2030 Convertible Notes in connection with such corporate event or during the relevant redemption period.

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We accounted for the issuance of the 2030 Convertible Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives.

The carrying value of the 2030 Convertible Notes, net of unamortized issuance costs of $ 43.9 million, was $ 2,256.1 million as of June 30, 2025.

Interest expense related to the amortization of debt issuance costs was $ 0.1 million for the year ended June 30, 2025.

The effective interest rate is 0.39 %.

As of June 30, 2026 and 2025, the carrying value of the 2030 Convertible Notes, net of unamortized issuance costs of $ 35.1 million and $ 43.9 million, was $ 2,264.9 million and $ 2,256.1 million, respectively.

Interest expense for the fiscal years ended June 30, 2026 and 2025 totaled $ 8.8 million and $ 0.1 million, respectively, all of which are amortization of debt issuance costs.

The effective interest rate for each of the fiscal years ended June 30, 2026 and 2025 was 0.39 %.

In connection with the 2030 Convertible Notes, we entered into privately negotiated capped call transactions (collectively, the “2030 Capped Call Transactions”) with certain financial institutions (the “2030 Capped Call Counterparties”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We lease offices, warehouses and other premises, vehicles, and certain equipment under non-cancelable operating leases.

We lease offices, warehouses, data center spaces, vehicles, and certain equipment under non-cancelable operating leases.

Operating lease expense recognized and supplemental cash flow information related to operating leases for the years ended June 30, 2026, 2025, and 2024 were as follows (in thousands):

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Variable lease payments expensed in the years ended June 30, 2026, 2025, and 2024 were $ 3.4 million, $ 3.4 million, and $ 2.3 million, respectively.

As of June 30, 2025 and June 30, 2024, the Operating lease ROU assets recorded within other assets on the consolidated balance sheets were $ 293.7 million and $ 34.6 million, respectively.

ROU assets and lease liabilities are recorded in the consolidated balance sheets as follows (in thousands, except for term and discount rate):

June 30, 2026 June 30, 2025

$ 521,287 $ 293,692

Accrued liabilities

40,626 21,189

Other long-term liabilities

498,974 280,368

Total lease liabilities $ 539,600 $ 301,557

Weighted average remaining lease term

8.8 years 9.1 years

Weighted average discount rate (1)

(1) As the interest rate in the lease contract is typically not readily available, we estimate the incremental borrowing rate considering credit notching approach based on information available at lease commencement.

As of June 30, 2025, the weighted average remaining lease term for operating leases was 9.1 years and the weighted average discount rate was 5.8 %.

As of June 30, 2024, the weighted average remaining lease term for operating leases was 4.7 years and the weighted average discount rate was 5.1 %.

The short-term portion of the lease liability is included in accrued liabilities and the long-term portion of the lease liability is included in other long-term liabilities on the consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In June 2024, we entered into a lease agreement for a 21 megawatt (“MW”) data center co-location space located in Vernon, California (the “Data Center Space”) that will expire on October 31, 2035.

In June 2024, we entered into a lease agreement for a 21 MW data center colocation space located in Vernon, California (the “Data Center Space”) that will expire on September 30, 2035.

We do not have an option to extend (or to terminate) the lease.

The lease agreement consists of three tranches, with the first tranche of 6 MW having commenced on January 24, 2025, and the second tranche of 9 MW commenced on May 12, 2025 and the third tranche of 6 MW expected to commence in October 2025.

The Data Center Space lease has escalating base rent due to base rate ($/MW/Month) increase in every 12 months from service commencement date.

During the first twelve months of initial term, we have no obligation to pay base rent in excess of base rent ramp maximum amount.

The ROU asset and lease liability associated with the commencement of three tranches totaling $ 211.9 million , were recorded during the year ended June 30, 2025 .

The lease agreement includes variable lease payments related to power consumption charges.

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.

As of June 30, 2026, the ROU assets and lease liabilities related to all three tranches totaled $ 278.3 million and $ 290.2 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.

Variable lease payments are presented as operating expenses in the consolidated statement of operations.

Simultaneously, we entered into a sublicense agreement with an unrelated party to sublease the entire space in Vernon, California (the “Sublicense”).

The Sublicense term coincides with our Data Center Space lease.

We accounted for the lease as an operating lease and the sublicense as a sublease under Accounting Standards Codification Topic 842, Leases.

Variable lease payments are presented as operating expenses in the consolidated statements of operations.

Simultaneously, we entered into a Sublicense agreement, the term of which coincides with our Data Center Space lease.

We accounted for the lease as an operating lease and the Sublicense as a sublease under ASC Topic 842, Leases.

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.

Sublicense income is recognized on a straight-line basis and the rental income is included in other income, net on the consolidated statements of operations.

For the year ended June 30, 2025, we recorded $ 8.0 million rental income.

Sublicense income is recognized on a straight-line basis and the rental income is included in other income (expense), net on the consolidated statements of operations.

Rental income is included in other income (expense), net on the consolidated statements of operations (in thousands):

Years Ended June 30,

Sublease income $ 39,705 $ 8,031

As of June 30, 2026, the future total minimum Sublicense receipts expected to be received are as follows (in thousands):

Future minimum Sublicense receipts

2027 $ 38,348

2032 and beyond 198,372

Total Sublicense receipts - Lessor $ 401,968

(1) The table does not include amounts pertaining to leases that have not yet commenced.

The future undiscounted fixed non-cancelable payment obligation and future minimum sublicense receipts pertaining to the remaining tranche that has not yet commenced as of June 30, 2025 is approximately $ 117.7 million and $ 124.8 million, respectively.

We hold an equity investment of $ 92.5 million in the sub-licensee, which is classified under investments in privately held companies and recorded in other assets on the consolidated balance sheets.

The sub-licensee does not meet the criteria of a related party.

Additionally, the sub-licensee has been our customer, and we concluded that equity investment agreements and sub-licensing agreement are separate from revenue contracts as all transactions have been recorded at the respective fair values.

Additionally, the warehouse lease in San Jose, California commenced on May 1, 2025 for 66 months, expiring in October, 2030.

In connection with this lease, we recorded $ 14.3 million ROU asset and lease liability to the consolidated balance sheets as of June 30, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of June 30, 2025, were as follows (in thousands):

Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of June 30, 2026 are as follows (in thousands):

Maturities of operating leases

2027 $ 65,299

2032 and beyond 326,856

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Current portion $ 40,626

Long-term portion of operating lease liabilities $ 280,368

(1) The table does not include amounts pertaining to leases that have not yet commenced.

Long-term portion $ 498,974

Related party leases

We have entered into lease agreements with related parties.

See Note 10, “Related Party Transactions” in the notes to the consolidated financial statements for further discussion.

See Note 11, “Related Party Transactions” for further discussion.

Related Party Transactions

We have a variety of business relationships with Ablecom and Compuware, both of which are Taiwan-based corporations.

Both Ablecom and Compuware are a major contract manufacturer for us and Compuware is also a distributor of our products.

Ablecom’s Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board.

Steve Liang and his family members owned approximately 35.0 % of Ablecom’s stock and 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 June 30, 2025.

We have a variety of business relationships with Ablecom Technology Inc (“Ablecom”) and Compuware Technology Inc (“Compuware”), both of which are Taiwan-based corporations.

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.

As of June 30, 2026, Steve Liang and his family members owned approximately 35.5 % of Ablecom’s stock.

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 June 30, 2026.

Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom.

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Steve Liang is also a member of Compuware’s board of directors and is an equity holder of Compuware.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware and we do not own any of Ablecom or Compuware’s capital stock.

In addition, a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director of ours, owns approximately 11.7 % of Ablecom’s capital stock and 8.7 % of Compuware’s capital stock.

Compuware is also a major contract manufacturer for us and a distributor of our products in limited geographic regions.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware.

In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $ 12.9 million from Chien-Tsun Chang, the spouse of Steve Liang.

The loan is unsecured, has no maturity date and bore interest at 0.8 % per month for the first six months, increased to 0.85 % per month through February 28, 2020, and reduced to 0.25 % per month effective March 1, 2020.

The loan was unsecured, had no maturity date and bore interest at 0.8 % per month for the first six months, increased to 0.85 % per month through February 28, 2020, and reduced to 0.25 % effective March 1, 2020.

The loan was originally made at Mr.

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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.

As of June 30, 2025 and June 30, 2024, the amount due on the unsecured loan (including principal and accrued interest) was approximately $ 16.8 million and $ 16.4 million.

As of June 30, 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.

Dealings with Ablecom

We have entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

We have entered into a series of agreements with Ablecom, including, but not limited to, multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under these agreements, we outsource to Ablecom a portion of its design activities and a significant part of its server chassis manufacturing as well as an immaterial portion of other components.

During the fourth quarter of the fiscal year ended June 30, 2026, we entered into an arrangement for Ablecom to resell certain products, to an end customer in Japan.

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.

During fiscal year 2026, we entered into a 50-year superficies (land-use right) agreement with Ablecom covering three parcels of land in Taoyuan, Taiwan.

The agreement generates recurring lease income, with rent subject to periodic adjustments based on changes in the Taoyuan announced land value index.

Rental income recognized under the agreement during fiscal year 2026 was not material.

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.

Ablecom manufactured approximately 95.3 % , 95.4 %, and 93.6 % of the chassis purchased by us during fiscal years 2026, 2025, and 2024, respectively.

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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.

Ablecom uses these materials and components to manufacture the completed chassis and then sell them back to us.

Ablecom uses these materials and components to manufacture the completed chassis and then sells them back to us.

For the components purchased from us, Ablecom sells the components back to us at a price equal to the price at which we sold the components to Ablecom.

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We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer.

Since Ablecom manufactures substantially all the chassis that we incorporate into its products, if Ablecom were to suddenly be unable to manufacture chassis for us, our business could suffer if we are unable to quickly qualify substitute suppliers who can supply high-quality chassis to us in volume and at acceptable prices.

We have extended a $ 10.0 million trade credit line with a net 30 days payment terms to Ablecom through a credit agreement that outlines the terms and conditions governing their business dealings.

Since Ablecom manufactures substantially all the chassis that we incorporate into our products, if Ablecom were to suddenly be unable to manufacture chassis for us, our business could suffer if we are unable to quickly qualify substitute suppliers who can supply high-quality chassis to us in volume and at acceptable prices.

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.

Dealings with Compuware

We appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, and Australia.

We appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, Australia, Malaysia, and U.S.

Compuware assumes the responsibility of installing our products at the site of the end customer, if required, and administers customer support in exchange for a discount from our standard price for its purchases.

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The fee structure for Compuware is comparable to the fee structure offered to other sales representatives in the same geographic region.

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

We have extended a $ 65.0 million trade credit line with a net 60 days payment terms to Compuware through a credit agreement that outlines the terms and conditions governing their business dealings.

Under these agreements, we outsource to Compuware a portion of its design activities and a significant part of its power supplies manufacturing as well as an immaterial portion of other components.

With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products.

We pay Compuware for the design and engineering services, and further agrees to pay Compuware for the tooling.

We retain full ownership of any intellectual property resulting from the design of these products and tooling.

With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell those products to us.

We and Compuware frequently review and negotiate the prices of the power supplies we purchase from Compuware.

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

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.

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NOTES TO 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.

Compuware manufactured approximately 94.4 %, 94.6 % and 96.6 % of the power supplies purchased by us during the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications and further agrees to build the tools needed to manufacture the products.

We pay Compuware for the design and engineering services and further agree to pay Compuware for the tooling.

We retain full ownership of any intellectual property resulting from the design of these products and tooling.

With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from third parties and uses these materials to manufacture the products and then sell those products to us.

We and Compuware frequently review and negotiate the prices of the power supplies we purchase from Compuware.

Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for us.

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We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.

During the fiscal year ended June 30, 2026, we agreed to pay a finder’s fee of approximately $ 1.8 million representing a weighted average fee rate of approximately 0.16 % of the net sales from a customer referred to us by Compuware.

During the fiscal year ended June 30, 2025, we agreed to pay a finder’s fee of approximately $ 1.6 million which represents 1 % of the net sales from a customer referred to us by Compuware.

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(“Leadtek”), a Taiwan company specializing in providing professional graphics cards and workstation solutions (the “Leadtek Investment”).

As of December 31, 2025, this interest came down to approximately 29 %.

Prior to the Leadtek Investment, none of our related parties had direct or indirect material interests in any transactions in which we were a participant with Leadtek.

Commencing with the closing of the Leadtek Investment, Steve Liang and Bill Liang have served as two of the seven members of the Leadtek board of directors.

At the time of Leadtek Investment, Leadtek was, and it continues to be, our authorized reseller.

During the fiscal years ended 2025 and 2024, we engaged in transactions whereby we sold $ 0.7 million and $ 1.4 million of servers to Leadtek, and purchased $ 0.5 million and $ 2.1 million of graphic cards from Leadtek, respectively.

As of June 30, 2026, Steve Liang, Chang-Jian-Tsun (wife of Steve Liang), and Bill Liang served as three of the seven members of the Leadtek board of directors.

We engaged in transactions whereby we sold servers worth $ 1.2 million, $ 0.7 million, and $ 1.4 million to Leadtek during the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

We purchased graphics cards worth $ 0.0 million, $ 0.5 million, and $ 2.1 million from Leadtek during the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

Dealings with Investment in a Corporate Venture

In October 2016, we entered into agreements pursuant to which we contributed certain technology rights in connection with an investment in a privately-held company (the “Corporate Venture”) located in China to expand our presence in China.

In October 2016, we entered into agreements pursuant to which we contributed certain technology rights in connection with an investment in Corporate Venture located in China to expand our presence in China.

The Corporate Venture is 30 % owned by us and 70 % owned by another company in China.

The transaction was closed in the third quarter of the fiscal year ended June 30, 2017, and the investment is accounted for using the equity method.

The transaction closed in the third quarter of the fiscal year ended June 30, 2017, and the investment is accounted for using the equity method.

As such, the Corporate Venture is also a related party.

We monitor the investment for events or circumstances indicative of potential impairment and make appropriate reductions in carrying values if we determine that an impairment charge is required.

As of June 30, 2025, we concluded the Corporate Venture would be divested in the fiscal year ending June 2026.

We performed an impairment analysis on this investment and concluded the remaining carrying value of the equity investment of $ 6.7 million was impaired as of June 30, 2025.

As of June 30, 2024, the carrying value of the equity investment of $ 4.6 million was recorded in other assets on the consolidated balance sheets, and was not impaired as of June 30, 2024.

We sold products worth $ 11.0 million, $ 21.8 million, and $ 24.2 million to the Corporate Venture in the fiscal years 2025, 2024, and 2023, respectively, and our share of intra-entity profits on the products that remained unsold by the Corporate Venture as of June 30, 2025 and June 30, 2024 have been eliminated and have reduced the carrying value of our investment in the Corporate Venture prior to impairment write-off.

To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.

We had less than $ 0.1 million and $ 5.1 million due from the Corporate Venture in accounts receivable, net as of June 30, 2025 and 2024, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We sold products worth $ 8.1 million, $ 11.0 million and $ 21.8 million to the Corporate Venture in the fiscal years 2026, 2025 and 2024, respectively.

Our share of intra-entity profits on the products that remained unsold by the Corporate Venture had been eliminated.

To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.

We had less than $ 0.1 million due from the Corporate Venture in accounts receivable, net as of June 30, 2025.

We monitor the investment for events or circumstances indicative of potential impairment and make appropriate reductions in carrying values if we determine that an impairment charge is required.

As of June 30, 2025, we concluded the Corporate Venture would be divested in the fiscal year ending June 2026.

We performed an impairment analysis on this investment and concluded the remaining carrying value of the equity investment of $ 6.7 million was impaired as of June 30, 2025.

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.

Other Transactions

For the fiscal year ended June 30, 2025, we had immaterial chargebacks from Green Earth Liang’s Inc.

For the fiscal year ended June 30, 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.

As of June 30, 2025, there was no balance due to and from Green Earth.

For the fiscal year ended June 30, 2025, we had immaterial expense reimbursement from Green Earth.

As of June 30, 2026 and 2025, there was no amount due to and from Green Earth.

For the fiscal year ended June 30, 2024, we had immaterial sales to and purchases from Green Earth.

As of June 30, 2024, the amounts due to and from Green Earth were immaterial .

For the fiscal year ended June 30, 2025, we had no transactions directly or indirectly to Aeon Lighting Technology Inc.

(“Aeon Lighting”).

Aeon Lighting is a company which is owned more than 10 % by James Liang, a brother of our Chief Executive Officer.

James Liang is also a director of Aeon Lighting and serves as the Chief Executive Officer of such entity.

For the fiscal year ended June 30, 2024, we had immaterial sales of products indirectly to Aeon Lighting.

As of June 30, 2025 and 2024, amount due from Aeon Lighting were none and immaterial, respectively.

In June 2025, we invested $ 6.0 million and acquired an approximately 11 % interest in Ampera, Inc.

(“Ampera”), a clean energy technology company focused on the development and deployment of advanced battery storage solutions.

This investment is accounted for as a non-marketable security, see Note 3, “Non-marketable Equity Securities”.

We represent approximately 33 % on the board of directors as we have one board of director seat on a board of three .

With the combination of our 11 % equity interest and board representation, we have the ability to exercise significant influence over the operating and financial policies of Ampera.

For the fiscal year ended June 30, 2025, we had no sale or purchases transactions with Ampera.

As of June 30, 2025, there was no balance due to and from Ampera.

We had the following balances related to transactions with our related parties as of the fiscal years ended June 30, 2025, 2024, and 2023 (in thousands):

We had the following balances related to transactions with our related parties as of June 30, 2026 and 2025 (in thousands):

Accounts receivable

Other receivables (1)

Accounts payable Accrued liabilities (2)

Other assets Accounts payable Accrued liabilities (2)

Other long-term liabilities (3)

Year Ended June 30, 2025 $ 1 $ 1,059 $ 55,460 $ 753 $ 114

Year Ended June 30, 2024 $ 1 $ 1,927 $ 98,629 $ — $ —

Year Ended June 30, 2023 $ 2 $ 2,841 $ 35,711 $ 1,230 $ —

Year Ended June 30, 2025 $ 285 $ 12,686 $ 74,292 $ 291 $ 494

Year Ended June 30, 2024 $ 142 $ 10,012 $ 66,436 $ 170 $ —

Year Ended June 30, 2023 $ 3,528 $ 24,891 $ 53,423 $ 12,787 $ —

As of June 30, 2026 $ 4 $ 905 $ 112 $ 64,313 $ 464 $ 169

As of June 30, 2025 $ 1 $ 1,059 $ — $ 55,460 $ 753 $ 114

As of June 30, 2026 $ 620 $ — $ — $ 52,749 $ 749 $ 193

As of June 30, 2025 $ 285 $ 12,686 $ — $ 74,292 $ 291 $ 494

Corporate Venture

Year Ended June 30, 2025 $ 30 $ — $ — $ — $ —

Year Ended June 30, 2024 $ 5,075 $ — $ — $ — $ —

Year Ended June 30, 2023 $ 1,943 $ — $ — $ — $ —

Year Ended June 30, 2025 $ 77 $ — $ — $ — $ —

Year Ended June 30, 2024 $ 976 $ — $ 230 $ — $ —

Year Ended June 30, 2023 $ — $ — $ — $ — $ —

Year Ended June 30, 2025 $ 393 $ 13,745 $ 129,752 $ 1,044 $ 608

Year Ended June 30, 2024 $ 6,194 $ 11,939 $ 165,295 $ 170 $ —

Year Ended June 30, 2023 $ 5,473 $ 27,732 $ 89,134 $ 14,017 $ —

As of June 30, 2026 $ — $ — $ — $ — $ — $ —

As of June 30, 2025 $ 30 $ — $ — $ — $ — $ —

As of June 30, 2026 $ — $ — $ — $ — $ — $ —

As of June 30, 2025 $ 77 $ — $ — $ — $ — $ —

As of June 30, 2026 $ 624 $ 905 $ 112 $ 117,062 $ 1,213 $ 362

As of June 30, 2025 $ 393 $ 13,745 $ — $ 129,752 $ 1,044 $ 608

(1) Other receivables includes receivables from vendors included in prepaid expenses and other current assets.

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Our results from transactions with our related parties for each of the fiscal years ended June 30, 2026, 2025, and 2024 are as follows (in thousands):

Cost of sales

Research and development

Cost of sales Purchase of fixed assets Research and development

Sales and marketing

Purchases of fixed assets

Year Ended June 30, 2026 $ 404 $ 390,491 $ 12,737 $ 5,320 $ — $ 4

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Year Ended June 30, 2024 $ 69,791 $ 552,136 $ 12,153 $ 5,890 $ — $ —

*The divestiture of our 30 % interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party.

Accordingly, this disclosure covers only the six months ended December 31, 2025.

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Year Ended June 30, 2024 $ ( 721 ) $ 15,793 $ 76,161 $ ( 13,847 ) $ ( 178 ) $ 10,625 $ 2,339

Stock-based Compensation and Stockholders’ Equity

Preferred Stock

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.

As of June 30, 2025 and 2024, 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.

*The divestiture of our 30 % interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party.

Accordingly, this disclosure covers only the six months ended December 31, 2025.

Stock-based Compensation

Equity Incentive Plan

On June 5, 2020, our stockholders approved the 2020 Equity and Incentive Compensation Plan (the “Original 2020 Plan”).

The maximum number of shares available under the Original 2020 Plan was 50,000,000 plus 10,450,000 shares of common stock that remained available for future awards under the 2016 Equity Incentive Plan (the “2016 Plan”), at the time of adoption of the Original 2020 Plan.

No other awards can be granted under the 2016 Plan and 72,460,000 shares of common stock remained reserved for outstanding awards issued under the 2016 Plan at the time of adoption of the Original 2020 Plan.

On May 18, 2022, our stockholders approved an amendment and restatement of the Original 2020 Plan which, among other things, increased the number of shares available for award under the 2020 Plan by an additional 20,000,000 shares.

On January 22, 2024, our stockholders approved a further amendment and restatement of the Original 2020 Plan (as amended and restated from time to time, the “2020 Plan”) which, among other things, further increased the number of shares available for award under the 2020 Plan by an additional 15,000,000 shares.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On June 4, 2025, our stockholders approved a further amendment and restatement of the Original 2020 Plan (as amended and restated from time to time, the “2020 Plan”) which, among other things, further increased the number of shares available for award under the 2020 Plan by an additional 18,000,000 shares.

Under the 2020 Plan, we can grant stock options, stock appreciation rights, restricted stock, RSUs, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, our common stock.

The exercise price per share for incentive stock options granted to employees owning shares representing more than 10 % of our outstanding voting stock at the time of grant cannot be less than 110 % of the fair value of the underlying shares on the grant date.

Nonqualified stock options and incentive stock options granted to all other persons are granted at a price not less than 100 % of the fair value.

Options generally expire ten years after the date of grant.

Stock options and RSUs generally vest over four years ;

25 % at the end of one year and one sixteenth per quarter thereafter.

Our 2020 Equity and Incentive Compensation Plan (the “2020 Plan”) was approved by stockholders on June 5, 2020, authorizing 50,000,000 plus 10,450,000 shares carried over from the 2016 Equity Incentive Plan (the “2016 Plan”).

No new awards may be granted under the 2016 Plan, though 72,460,000 shares remained reserved for outstanding awards at the time of adoption.

Stockholders approved amendments to the 2020 Plan in May 2022, January 2024, June 2025, and April 2026 increasing the share reserve by 20,000,000 , 15,000,000 , 18,000,000 , and 15,000,000 respectively.

Awards under the 2020 Plan include stock options, restricted stock units, performance shares, and other equity-based awards.

Stock options are granted at a price not less than fair value ( 110 % for 10 % stockholders) and generally expire ten years after the date of the grant.

Stock options and RSUs generally vest over four years ( 25 % after one year and quarterly thereafter).

As of June 30, 2026, we had 20,308,409 authorized shares available for future issuance under the 2020 Plan.

Offerings of Common Stock

On December 5, 2023, we completed a public offering of 24,158,050 shares of our common stock at $ 26.20 per share, with 23,151,050 shares sold by us and 1,007,000 shares sold by selling stockholders.

We received net proceeds of approximately $ 582.8 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

We did not receive any proceeds from the sale of the shares of common stock by the selling stockholders.

On March 22, 2024, we completed a public offering of 20,000,000 shares of our common stock at $ 87.50 per share.

We received net proceeds of $ 1,731.5 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

Common Stock Repurchase and Retirement

On August 3, 2022, after the expiration of a prior share repurchase program on July 31, 2022, a duly authorized subcommittee of our Board approved a new share repurchase program to repurchase shares of our common stock for up to $ 200 million at prevailing prices in the open market.

The share repurchase program was effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurred first.

Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise.

The number of shares purchased and the timing of such purchases are based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

The share repurchase program was effective until January 31, 2024, at which time the remaining un-utilized portion of such program expired.

No shares were repurchased under the share repurchase program during the fiscal year ended June 30, 2024.

In June 2025, we repurchased 4,891,171 shares of our common stock for an aggregate purchase price of approximately $ 200.0 million.

The repurchased shares were subsequently retired.

The repurchase was conducted concurrently with our offering of the 2030 Convertible Notes, in privately negotiated transactions with certain purchasers of the 2030 Convertible Notes.

The transactions were effected through one of the initial purchasers of the 2030 Convertible Notes or our affiliates, in each case, acting as our agent.

The repurchase price was $ 40.89 per share, which represented the closing trading price of our common stock on June 23, 2025, the date on which the 2030 Convertible Notes were priced.

This repurchase was conducted outside of a publicly announced repurchase plan or program, and was not made pursuant to a Rule 10b5-1 trading plan or under the Rule 10b-18 safe harbor.

We have not adopted any publicly announced repurchase plans or programs, and no such plans were in effect during fiscal year 2025.

Determining Fair Value

We measure RSUs at the grant-date stock price and stock options using the Black-Scholes model, with inputs for expected term, volatility, zero dividend yield, and U.S.

Treasury risk-free rates.

The weighted-average estimated fair value of employee stock options granted for the fiscal years ended June 30, 2026, 2025, and 2024 was $ 29.90 , $ 26.94 , and $ 28.58 per share, respectively, using the assumptions below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Determining Fair Value

The fair value of our RSUs are based on the closing market price of our common stock on the date of grant.

We estimate the fair value of stock options granted using the Black-Scholes option pricing model.

This fair value is then amortized ratably over the requisite service periods of the awards, which is generally the vesting period.

The key inputs in using the Black-Scholes-option-pricing model were as follows:

Expected Term—Our expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on our historical experience.

Expected Volatility—Expected volatility is based on our implied and historical volatility.

Expected Dividend—The Black-Scholes valuation model calls for a single expected dividend yield as an input and the we have no plans to pay dividends.

Risk-Free Interest Rate—The risk-free interest rate used in the Black-Scholes valuation method is based on the United States Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option.

The fair value of stock option grants for the fiscal years ended June 30, 2026, 2025, and 2024 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

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3.00 years - 5.98 years

3.00 years - 5.99 years

Dividend yield — % — % — %

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56.87 % - 64.55 %

Weighted-average fair value of options $ 26.94 $ 28.58 $ 6.21

The following table shows total stock-based compensation expense included in the consolidated statements of operations for the fiscal years ended June 30, 2026, 2025, and 2024 (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During the year ended June 30, 2025, stock-based compensation expense capitalized to our consolidated balance sheets was $ 0.5 million.

During the year ended June 30, 2024 and 2023, there was no stock-based compensation expense capitalized to our consolidated balance sheets.

Stock Option Activity

2023 CEO Performance Award

In March 2021, our Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of a stock option award for 10,000,000 shares of common stock to our CEO (the “2021 CEO Performance Stock Option”).

As of June 30, 2025, the 2021 CEO Performance Stock Option had fully vested based upon achievement of operational and stock price milestones as follows:

Annualized Revenue Milestone (in billions) Achievement Status Stock Price Milestone Achievement Status

$ 4.0 Achieved $ 4.50 Achieved (1)

$ 4.8 Achieved $ 6.00 Achieved (2)

$ 5.8 Achieved $ 7.50 Achieved (3)

$ 6.8 Achieved $ 9.50 Achieved (4)

$ 8.0 Achieved $ 12.00 Achieved (5)

(1) The vesting of the first tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option, representing one-fifth of such award, was certified by our Compensation Committee in August 2022.

(2) The vesting of the second tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by our Compensation Committee in October 2022.

(3) The vesting of the third tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by our Compensation Committee in January 2023.

(4) The vesting of the fourth tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by our Compensation Committee in September 2023.

(5) The vesting of the fifth tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by our Compensation Committee in February 2024.

During the fiscal year ended June 30, 2025, we did no t recognize compensation expense related to the 2021 CEO Performance Stock Option.

During the fiscal year ended June 30, 2024, we recognized compensation expense related to the 2021 CEO Performance Stock Option of $ 0.7 million.

As of June 30, 2025 and 2024, we had no unrecognized compensation cost related to the 2021 CEO Performance Stock Option.

2023 CEO Performance Award

In November 2023, the Compensation Committee approved the grant of a stock option award for 5,000,000 shares of common stock to our CEO (the “2023 CEO Performance Stock Option”).

The 2023 CEO Performance Stock Option has five vesting tranches with a vesting schedule based entirely on the attainment of operational milestones (performance conditions) and market conditions, assuming (1) continued employment either as the CEO or in such capacity as agreed upon between our CEO and the Board and (2) service through each vesting date.

Each of the five vesting tranches of the 2023 CEO Performance Stock Option will vest upon certification by the Compensation Committee that both (i) the market price milestone for such tranche, which begins at $ 45.00 per share for the first tranche and increases up to $ 110.00 per share thereafter (based on a 60 trading day average stock price), has been achieved, and (ii) any one of five operational milestones focused on total revenue, as reported under U.S.

GAAP, have been achieved for the previous four consecutive fiscal quarters.

Upon vesting and exercise, including the payment of the exercise price of $ 45.00 per share, prior to November 14, 2026, our CEO must hold shares that he acquires until November 14, 2026, other than those shares sold pursuant to a cashless exercise where shares are simultaneously sold to pay for the exercise price and any required tax withholding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In November 2023, the Compensation Committee granted the Chief Executive Officer a stock option for 5,000,000 shares at an exercise price of $ 45.00 .

Vesting occurs in five tranches upon achievement of specified stock price targets ($ 45.00 to $ 110.00 per share) and revenue-based operational milestones, subject to continued service.

Shares exercised before November 14, 2026 must be held until that date, except for those sold to cover exercise costs and taxes.

The achievement status of the operational and stock price milestones as of June 30, 2026 was as follows:

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(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.

During the fiscal years ended June 30, 2025 and 2024, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 13.4 million and $ 49.1 million.

During the fiscal years ended June 30, 2026, 2025, and 2024, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 3.8 million, $ 13.4 million, and $ 49.1 million, respectively.

As of June 30, 2026, we had $ 1.7 million in unrecognized compensation cost related to the 2023 CEO Performance Stock Option.

The unrecognized compensation cost as of June 30, 2025 is expected to be recognized over a period of 1.5 years.

On the respective grant dates of each of the 2021 CEO Performance Award and the 2023 CEO Performance Award, a Monte Carlo simulation was used to determine for each tranche of each award (i) a fixed expense amount for such tranche and (ii) the future time when the market price milestone for such tranche was expected to be achieved, or its “expected market price milestone achievement time.” Separately, based on a subjective assessment of our future financial performance, each quarter, we will determine, using a Monte Carlo simulation, whether achievement is probable for each operational milestone that has not previously been achieved or deemed probable of achievement, and, if so, the future time when we expect to achieve that operational milestone, or its “expected operational milestone achievement time.” When we first determine that an operational milestone has become probable of being achieved, we will allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting time.” The “expected vesting time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market price milestone achievement time (if the related market price milestone has not yet been achieved).

We will immediately recognize a catch-up expense for all accumulated expenses from the respective grant date through the quarter in which the operational milestone was first deemed probable of being achieved.

Each quarter thereafter, we will recognize the prorated portion of the then-remaining expense for the tranche based on the number of quarters between such quarter and the then-applicable expected vesting time, except that upon vesting of a tranche, all remaining expenses for that tranche will be immediately recognized.

The unrecognized compensation cost as of June 30, 2026 is expected to be recognized during fiscal year 2027.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes stock option activity during the fiscal year ended June 30, 2025, under all plans:

On the respective grant dates of the 2023 CEO Performance Award, a Monte Carlo simulation was used to determine for each tranche of each award (i) a fixed expense amount for such tranche and (ii) the future time when the market price milestone for such tranche was expected to be achieved, or its “expected market price milestone achievement time.” Separately, based on a subjective assessment of our future financial performance, each quarter, we will determine, using a Monte Carlo simulation, whether achievement is probable for each operational milestone that has not previously been achieved or deemed probable of achievement, and, if so, the future time when we expect to achieve that operational milestone, or its “expected operational milestone achievement time.” When we first determine that an operational milestone has become probable of being achieved, we will allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting time.” The “expected vesting time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market price milestone achievement time (if the related market price milestone has not yet been achieved).

The following table summarizes stock option activity (including CEO Performance Stock Options) during the fiscal year ended June 30, 2026 under all plans:

Outstanding Weighted

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Options exercisable as of June 30, 2026 24,404,296 $ 18.56 $ — 5.49 $ 401,241

As of June 30, 2025, $ 221.3 million of unrecognized compensation cost related to stock options and CEO performance stock options is expected to be recognized over a weighted-average period of 2.65 years.

As of June 30, 2026, $ 229.5 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.54 years.

For the fiscal year ended June 30, 2026, the tax benefit from options exercised was $ 15.2 million.

The total pretax intrinsic value of options exercised during the fiscal years ended June 30, 2026, 2025, and 2024 was $ 90.1 million, $ 182.9 million, and $ 475.0 million, respectively.

No shares were withheld from option exercises in fiscal year 2026.

In fiscal year 2025, we withheld 765,888 shares upon the exercise of stock options with value equivalent to the sum of the aggregate exercise price for the total number of shares exercised plus the minimum amount we were required to withhold to satisfy our statutory tax withholding obligations upon such exercise.

No shares were withheld from option exercises in fiscal years 2024 and 2023.

Total payments to tax authorities to satisfy our minimum withholding obligations were $ 27.2 million in fiscal year 2025 and none in fiscal years 2024 and 2023.

No shares were withheld from option exercises in fiscal year 2024.

Total payments to tax authorities to satisfy our minimum withholding obligations were $ 9.8 million in fiscal year 2026 and $ 27.2 million in fiscal year 2025 and none in fiscal year 2024.

These payments are reflected as a financing activity within the consolidated statements of cash flows.

Pursuant to the terms of the 2020 Plan, shares withheld in connection with net-share settlements are not added back to the 2020 Plan.

SMCI | 2026 Form 10-K | 109

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Additional information regarding options outstanding as of June 30, 2026, is as follows:

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Outstanding Weighted-

Term (Years) Weighted-

Term (in years) Weighted-

Exercisable Weighted-

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34,704,277 6.39 $ 25.67 24,404,296 $ 18.56

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes RSU activity during the fiscal year ended June 30, 2026 under all plans:

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Total fair value of RSUs vested as of the respective vesting dates for the fiscal years ended June 30, 2026, 2025, and 2024 was approximately $ 300.8 million, $ 197.8 million, and $ 105.2 million, respectively.

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The total pretax intrinsic value of RSUs vested was $ 394.0 million, $ 376.9 million, and $ 563.0 million for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.

In fiscal years 2025, 2024, and 2023, we withheld 3,008,315 , 3,142,910 , and 3,047,520 RSUs with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes from the vesting and release of 9,927,956 , 10,340,470 , and 9,936,350 RSUs, respectively, and remitted the cash to the appropriate taxing authorities.

In fiscal years 2026, 2025, and 2024, we withheld 3,156,357 , 3,008,315 , and 3,142,910 equity awards with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes from the vesting and release of 10,314,138 , 9,927,956 , and 10,340,470 RSUs, respectively, and remitted the cash to the appropriate taxing authorities.

The total shares withheld were based on the value of the equity awards on their respective vesting dates as determined by our closing stock price.

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Pursuant to the terms of the 2020 Plan, shares withheld in connection with net-share settlements are not added back to the 2020 Plan.

The components of income before income tax provision for the fiscal years ended June 30, 2025, 2024, and 2023 are as follows (in thousands):

Stockholders’ Equity

Preferred Stock

We have 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, authorized but not issued with the rights and preferences determined by our Board of Directors at the time of issuance of such shares.

As of June 30, 2026, there were 4,312,500 shares of Mandatory Convertible Preferred Stock issued and outstanding.

As of 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.

Offerings of Common Stock

On December 5, 2023, we completed a public offering of 24,158,050 shares of our common stock at $ 26.20 per share, with 23,151,050 shares sold by us and 1,007,000 shares sold by selling stockholders.

We received net proceeds of approximately $ 582.8 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

We did not receive any proceeds from the sale of the shares of common stock by the selling stockholders.

On March 22, 2024, we completed a public offering of 20,000,000 shares of our common stock at $ 87.50 per share.

We received net proceeds of $ 1,731.5 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

On June 10, 2026, we completed an underwritten public offering of 45,454,545 shares of our common stock at a public offering price of $ 27.50 per share.

On June 12, 2026, we received gross proceeds of approximately $ 1.25 billion and net proceeds of approximately $ 1.22 billion, after deducting underwriting discounts and commissions and offering expenses payable by us.

We also granted the underwriters a 30 -day option to purchase up to an additional 6,818,181 shares of common stock at the public offering price, less underwriting discounts, commissions, and other issuance costs.

On June 18, 2026, the underwriters exercised their option to purchase an additional 6,818,181 shares of common stock, resulting in additional net proceeds of approximately $ 183.4 million, after deducting underwriting discounts, commissions, and other issuance costs .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Common Stock Repurchase and Retirement

The share repurchase program was effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurred first.

The share repurchase program was effective until January 31, 2024, at which time the remaining un-utilized portion of such program expired.

No shares were repurchased under the share repurchase program during the fiscal year ended June 30, 2024.

In June 2025, we repurchased 4,891,171 shares of our common stock for an aggregate purchase price of approximately $ 200.0 million.

The repurchased shares were subsequently retired.

The repurchase was conducted concurrently with our offering of the 2030 Convertible Notes, in privately negotiated transactions with certain purchasers of the 2030 Convertible Notes.

The transactions were effected through one of the initial purchasers of the 2030 Convertible Notes or our affiliates, in each case, acting as our agent.

The repurchase price was $ 40.89 per share, which represented the closing trading price of our common stock on June 23, 2025, the date on which the 2030 Convertible Notes were priced.

This repurchase was conducted outside of a publicly announced repurchase plan or program, and was not made pursuant to a Rule 10b5-1 trading plan or under the Rule 10b-18 safe harbor.

We have not adopted any publicly announced repurchase plans or programs, and no such plans were in effect during fiscal years 2026 and 2025.

Mandatory Convertible Preferred Stock Offering

On June 10, 2026, we completed an underwritten public offering of 75,000,000 depositary shares, each representing a 1/20th interest in a share of our Mandatory Convertible Preferred Stock, at a public offering price of $ 50.00 per depositary share.

The offering represented an aggregate liquidation preference of $ 3.75 billion.

On June 15, 2026, we received gross proceeds of approximately $ 3.75 billion and net proceeds of $ 3.68 billion, after deducting underwriting discounts and commissions and offering expenses payable by us.

We also granted the underwriters a 30 -day option to purchase up to an additional 11,250,000 depositary shares, representing 562,500 additional shares of Mandatory Convertible Preferred Stock, at the public offering price, less underwriting discounts, commissions, and other issuance costs.

On June 18, 2026, the underwriters exercised their option to purchase an additional 11,250,000 depositary shares, representing 562,500 additional shares of Mandatory Convertible Preferred Stock, resulting in additional net proceeds of $ 551.6 million, after deducting underwriting discounts, commissions, and other issuance costs.

Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at an annual rate of 7.00 % on the liquidation preference of $ 1,000 per share.

If and when declared, these dividends will be paid in cash or, subject to certain limitations, in shares of our common stock, or in a combination of cash and shares of common stock, at our election, on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2026 and ending on, and including, June 1, 2029.

If, upon mandatory conversion, the Board of Directors has not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of Mandatory Convertible Preferred Stock, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of common stock.

Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, we accrue dividends whether or not they are declared by our board of directors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Mandatory Conversion

Unless converted earlier in accordance with the terms of the Certificate of Designations, which was filed with the Secretary of State of the State of Delaware on June 15, 2026 (the “Certificate of Designations”), each share of Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to occur on or about June 1, 2029.

The applicable conversion rate will be determined based on the average volume-weighted average price per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to June 1, 2029, as illustrated in the tables below.

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:

Applicable Market Value of Common Stock Conversion Rate per Share of Mandatory Convertible Preferred Stock

Greater than $ 32.9989 (the “Threshold Appreciation Price”)

30.3040 shares of common stock

Equal to or less than the Threshold Appreciation Price but greater than or equal to $ 27.4997 (the “Initial Price”)

Between 30.3040 and 36.3640 shares of common stock, determined by dividing $ 1,000 by the applicable market value

Less than the Initial Price 36.3640 shares of common stock

The following table illustrates the conversion rate per Depositary Share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:

Applicable Market Value of Common Stock Conversion Rate per Depositary Share Representing a 1/20th Interest in a Share of Mandatory Convertible Preferred Stock

Greater than the Threshold Appreciation Price 1.5152 shares of common stock

Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price Between 1.5152 and 1.8182 shares of common stock, determined by dividing $ 50 by the applicable market value

Less than the Initial Price 1.8182 shares of common stock

Other than during a fundamental change conversion period, at any time prior to June 1, 2029, holders may elect to convert shares of Mandatory Convertible Preferred Stock at the minimum conversion rates shown above, subject to customary anti-dilution adjustments.

If a “fundamental change,” as defined in the Certificate of Designations, occurs on or prior to June 1, 2029, holders of the Mandatory Convertible Preferred Stock will have the right to convert all or any portion of their shares into shares of our common stock at the fundamental change conversion rate for a specified period of time.

In connection with a fundamental change conversion, holders may also receive an amount intended to compensate them for certain unpaid accumulated dividends and the present value of remaining scheduled dividend payments, subject to our right to pay such amounts in cash, shares of common stock, or a combination of cash and shares of common stock.

Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, we accrue dividends whether or not they are declared by our board of directors.

The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distributions of assets upon liquidation, winding-up or dissolution, senior to our common stock and each other class or series of capital stock that does not expressly rank senior to or on parity with the Mandatory Convertible Preferred Stock, on parity with any class or series of capital stock that expressly ranks on parity with the Mandatory Convertible Preferred Stock, and junior to any class or series of capital stock that expressly ranks senior to the Mandatory Convertible Preferred Stock and to our existing and future indebtedness and other liabilities.

Voting Rights

Holders of Mandatory Convertible Preferred Stock will not have voting rights, except as specifically required by Delaware law or as provided in the Certificate of Designations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

If dividends on the Mandatory Convertible Preferred Stock have not been declared and paid for the equivalent of six or more dividend periods, whether or not consecutive, holders of Mandatory Convertible Preferred Stock, voting together as a single class with holders of any other voting preferred stock then outstanding, will be entitled to vote for the election of two additional directors to our Board of Directors.

These voting rights will terminate when all accumulated and unpaid dividends have been paid in full, or declared and set aside for payment, subject to re-vesting upon a subsequent nonpayment.

At-the-Market Offering Program

On June 11, 2026, we entered into an equity distribution agreement establishing an at-the-market equity offering program pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $ 1.25 billion from time to time through designated sales agents.

Sales under the program, if any, are expected to commence no earlier than the third calendar quarter of 2026 (July 2026) and may be made at prevailing market prices at the time of sale or at negotiated prices.

As of June 30, 2026, we had not sold any shares of common stock under the program.

The FASB issued a new accounting standard, ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, as described in Note 1, “Organization and Summary of Significant Accounting Policies”.

We adopted the ASU in fiscal 2026 on a retrospective basis.

The components of income before income tax provision for the fiscal years ended June 30, 2026, 2025, and 2024 were as follows (in thousands):

Years Ended June 30,

3 unchanged sentences

Income before income tax provision $ 2,789,264 $ 1,211,916 $ 1,214,139

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The income tax provision for the fiscal years ended June 30, 2025, 2024, and 2023, consists of the following (in thousands):

The income tax provision for the fiscal years ended June 30, 2026, 2025, and 2024 consisted of the following (in thousands):

Years Ended June 30,

9 unchanged sentences

Income tax provision $ 556,329 $ 156,851 $ 63,294

Our net deferred tax assets as of June 30, 2025 and 2024 consist of the following (in thousands):

SMCI | 2026 Form 10-K | 114

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our net deferred tax assets as of June 30, 2026 and 2025 consisted of the following (in thousands):

Capitalized research and development costs $ 314,786 $ 334,534

11 unchanged sentences

Total gross deferred income tax assets 916,078 758,608

Less valuation allowance ( 78,934 ) ( 59,841 )

Valuation allowance ( 79,214 ) ( 78,934 )

Total deferred tax assets 836,864 679,674

1 unchanged sentence

Depreciation and amortization ( 10,729 ) ( 6,312 )

Other ( 6,560 ) —

Total deferred tax liabilities ( 139,423 ) ( 72,258 )

Deferred income tax assets, net $ 697,441 $ 607,416

SMCI | 2025 Form 10-K | 110

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We assess our deferred tax assets for recoverability on a regular basis, and where applicable, a valuation allowance is recorded to reduce the total deferred tax asset to an amount that will, more likely than not, be realized in the future.

As of June 30, 2025, we believe that most of its deferred tax assets are “more-likely-than not” to be realized with the exception of state research and development tax credits and unrealized capital losses that have not met the “more-likely than not” realization threshold criteria.

As of June 30, 2026, we believe that most of our deferred tax assets are “more-likely than not” to be realized with the exception of state research and development tax credits and unrealized capital losses that have not met the “more-likely than not” realization threshold criteria.

As a result, at June 30, 2026, the gross excess credits of $ 96.2 million, or net of federal tax benefit of $ 76.0 million, were sub ject to a full valuation allowance.

At June 30, 2025 , the gross excess credits of $ 96.2 million , or net of federal tax benefit of $ 76.0 million, were subject to a full valuation allowance.

The change in valuation allowance is $ 19.1 million and $ 23.2 million for the fiscal years ended June 30, 2025 and 2024, respectively.

We will continue to review its deferred tax assets in accordance with the applicable accounting standards.

The net deferred tax assets balance as of June 30, 2025 and 2024 was $ 607.4 million and $ 365.2 million, respectively.

The following is a reconciliation for the fiscal years ended June 30, 2025, 2024, and 2023, of the statutory rate to our effective federal tax rate:

The change in valuation allowance is $ 0.3 million and $ 19.1 million related to both state research and development credits and unrealized capital losses for the fiscal years ended June 30, 2026 and 2025, respectively.

We will continue to review our deferred tax assets in accordance with the applicable accounting standards.

The net deferred tax asset balances as of June 30, 2026 and 2025 were $ 697.4 million and $ 607.4 million, respectively.

SMCI | 2026 Form 10-K | 115

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A reconciliation of income taxes at the statutory federal income tax rate to the provision for income taxes included in the accompanying consolidated statements of operations, for the fiscal years ended June 30, 2026, 2025, and 2024, is as follows (in thousands, except for percentages):

Years Ended June 30,

2026 2025 2024

Income tax provision at statutory rate 21.0 % 21.0 % 21.0 %

State income tax, net of federal tax benefit 1.1 1.0 1.1

federal statutory tax rate $ 585,745 21.0 % $ 254,502 21.0 % $ 254,969 21.0 %

State and local income tax, net of federal income tax effect (1)

50,515 1.7 % 15,367 1.3 % 10,865 0.9 %

Foreign tax effects:

Foreign rate differential 11,046 0.4 % 6,246 0.5 % 2,636 0.2 %

Research and development tax credit ( 3.8 ) ( 6.0 ) ( 3.3 )

Uncertain tax positions, net of (settlement) with Tax Authorities 0.1 1.1 0.1

Foreign derived intangible / Subpart F income inclusion ( 2.5 ) ( 2.2 ) ( 1.9 )

Effect of cross-border tax laws:

Foreign-Derived Intangible Income Deduction ( 61,962 ) ( 2.2 ) % ( 30,806 ) ( 2.5 ) % ( 26,880 ) ( 2.2 ) %

Research and development tax credits ( 31,588 ) ( 1.1 ) % ( 50,322 ) ( 4.3 ) % ( 74,133 ) ( 6.1 ) %

Changes in valuation allowances 681 — % ( 602 ) — % 2,750 0.2 %

Nontaxable or nondeductible items:

Stock-based compensation ( 13,875 ) ( 0.5 ) % ( 44,053 ) ( 3.6 ) % ( 132,692 ) ( 10.9 ) %

Provision to return true-up ( 0.1 ) ( 0.1 ) ( 0.1 )

Officer Comp IRC section 162(m) limitation 0.9 1.8 0.2

Effective tax rate 12.9 % 5.2 % 14.7 %

Officers compensation 833 — % 1,141 0.1 % 11,031 0.9 %

Other nontaxable/nondeductible 2,954 0.1 % 1,248 0.1 % 960 0.1 %

Change in unrecognized tax benefits 12,697 0.5 % 2,744 0.2 % 13,727 1.1 %

Other adjustment ( 717 ) — % 1,386 0.1 % 61 — %

Income tax provision $ 556,329 19.9 % $ 156,851 12.9 % $ 63,294 5.2 %

(1) The states that contribute to the majority of the tax effect in this category include Tennessee for 2026;

Tennessee, Illinois, and Massachusetts for 2025;

and Oregon, Tennessee, and Illinois for 2024.

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the fiscal years ended June 30, 2026, 2025, and 2024 were as follows (in thousands):

Years Ended June 30,

2026 2025 2024

Federal $ 261,960 $ 224,000 $ 305,916

California — 20,750 —

Tennessee 29,474 15,588 —

Other 19,689 26,540 40,372

Taiwan 81,217 31,715 31,115

Other 6,936 8,565 14,617

$ 399,276 $ 327,158 $ 392,020

As of June 30, 2026, we had state research and development tax credit carryforwards of $ 139.0 million.

The state research and development tax credits will carry forward indefinitely to offset future state income taxes.

The state research and development tax credits will carryforward indefinitely to offset future state income taxes.

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1 unchanged sentence

The following table summarizes the activity related to the unrecognized tax benefits (in thousands):

Gross* Unrecognized Income Tax Benefits

Balance at June 30, 2023

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Gross decreases:

Decreases due to settlements with taxing authority ( 2,782 )

Decreases due to lapse of statute of limitations ( 4,134 )

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*Excludes interest, penalties, federal benefit of state reserves

We had gross unrecognized tax benefits of $ 61.6 million, $ 53.4 million and $ 42.7 million as of June 30, 2025, 2024, and 2023, respectively.

For fiscal year 2025 and 2024, total unrecognized income tax benefits were $ 30.9 million, and $ 28.6 million, respectively, if recognized, would affect the effective tax rate.

The total amount of unrecognized income tax benefits that would affect the effective tax rate, if recognized, was $ 41.4 million and $ 30.9 million as of June 30, 2026, and June 30, 2025, respectively.

Our policy is to include interest and penalties related to unrecognized tax benefits within the income tax provision in the consolidated statements of operations.

As of June 30, 2026 and 2025, we had accrued $ 7.6 million and $ 5.0 million for the payment of interest and penalties relating to unrecognized tax benefits, respectively.

The impact of interest and penalties on our income tax provision was immaterial for the fiscal years ended June 30, 2025, and June 30, 2024.

We believe that we have adequately provided reserves for all uncertain tax positions;

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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.

We are subject to taxation and file income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

In general, the federal statute of limitations remains open for tax years ended June 30, 2023 through 2025.

Various states’ statutes of limitations remain open in general for tax years ended June 30, 2022 through 2025.

Certain statutes of limitations in major foreign jurisdictions remain open for the tax years ended June 30, 2021 through 2025.

As of June 30, 2026, we are under examination in certain tax jurisdictions, including the United States for the fiscal year ended June 30, 2024, and India for tax years ended in 2024 and 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We are subject to taxation and files income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

The federal statute of limitations remains open in general for tax years ended June 30, 2022 and after.

Various states statute of limitations remains open in general for tax years ended June 30, 2021 and after.

Certain statutes of limitations in major foreign jurisdictions remain open in general for the tax years ended June 30, 2020 and after.

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.

Subsequent to June 30, 2025, the OBBBA was enacted in the U.S.

on July 4, 2025.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

On July 4, 2025, the OBBBA was enacted into law and contains several changes to key U.S.

federal income tax laws, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

As of June 30, 2026, we have recognized the tax effects of certain OBBBA provisions.

We will continue to evaluate the impact of the Act upon our future effective tax rate, tax liabilities, and cash taxes.

On June 29, 2026, California enacted Senate Bill 122, which extends the existing limitation of $5 million on the utilization of California business tax credits, including research and development credits, through taxable years beginning before January 1, 2030.

For taxable years beginning on or after January 1, 2030, business credits generally may not reduce California tax liability by more than 70% of the tax imposed or $5 million, whichever is greater.

We have evaluated the impact of this legislation on our California deferred tax assets and the realizability of our state tax credit carryforwards and concluded that the enactment did not have a material impact on our consolidated financial statements as of June 30, 2026.

We will continue to evaluate its ongoing impact on our future effective tax rate, tax liabilities, and cash taxes.

In December 2023, Malaysia enacted legislation to implement the OECD Pillar Two global minimum tax framework effective January 1, 2025.

Our Malaysian subsidiary was incorporated in October 2022 and commenced operations in July 2025.

We have applied for a 10-year income tax exemption on manufacturing income under a Malaysian government incentive program;

final approval has not yet been received and remains subject to satisfying a minimum eligible investment threshold.

During fiscal year 2026, we wrote off a deferred tax asset related to net operating losses generated prior to the commencement of operations, as these losses are not expected to be realized;

as this deferred tax asset had a full valuation allowance recorded against it, the write-off had no impact on our consolidated statements of operations or income tax provision.

We continue to monitor administrative guidance from the OECD and Malaysian tax authorities regarding the interaction between the anticipated incentive and the 15% minimum tax requirement under Pillar Two and will evaluate the impact when the outcome of our application and such guidance are known.

Commitments and Contingencies

Litigation and claims

On August 30, 2024, three putative class action complaints were filed against us, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer in the U.S.

On August 30, 2024, a putative class action complaint was filed against the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer in the U.S.

District Court for the Northern District of California (Averza v.

Super Micro Computer, Inc., et al., No.

5:24-cv-06147, Menditto v.

Super Micro Computer, Inc., et al., No.

3:24-cv-06149, and Spatz v.

5:24-cv-06147).

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., No.

5:24-cv-06980);

On October 4, 2024, a fourth putative class action complaint was filed in the same court (Norfolk County Retirement System v.

and on October 18, 2024 (Covey Financial Inc., et al.

Super Micro Computer, Inc., et al., No.

5:24-cv-07274).

On October 18, 2024, a fifth putative class action complaint was filed in the same court (Covey Financial Inc., et al.

A similar complaint was filed on March 25, 2026 (Bhuva v.

Super Micro Computer, Inc.

3:26-cv-02606).

Subsequent complaints, which included a former director of the company as an additional defendant, were filed on April 8, 2026 (City of Hialeah Employees Retirement System v.

Super Micro Computer, Inc.

5:26-cv-03018), and on May 12, 2026 (Chung v.

Super Micro Computer, Inc., et al., No.

5:26-cv-04394).

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 our financial results and its internal controls and procedures.

The Spatz and Menditto plaintiffs have voluntarily dismissed their respective complaints without prejudice against all Defendants, ending the suits.

The Averza, and Covey Financial, and Norfolk County complaints are pending as the Court finalizes the appointment of Universal-Investment-Gesellschaft mbH as lead plaintiff and prepares to consolidate the cases.

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.

The court judged Averza, Norfolk County, and Covey Financial as related and then appointed Universal-Investment-Gesellschaft mbH as the Lead Plaintiff, who thereafter filed a Consolidated Amended Complaint on September 22, 2025.

The Company filed its Motion to Dismiss on November 21, 2025.

The Court separately judged Bhuva, Hialeah , and Chung as related on June 8, 2026, and consolidated the cases on July 13, 2026, appointing a coalition of institutional investors as lead plaintiffs.

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.

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27 unchanged sentences

20, 2024) (together with the Spatz Action, the “State Court Derivative Litigation,” and together with the Federal Derivative Litigation, the “Derivative Litigation”).

We were also named as a nominal defendant in the Derivative Litigation.

The Federal Derivative Litigation purports to allege derivative claims for breaches of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution arising out of allegations that our officers and directors caused us to issue materially false and misleading statements concerning our business operations and financial results.

The Company was also named as a nominal defendant in the Derivative Litigation.

The Federal Derivative Litigation purports to allege derivative claims for breaches of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution arising out of allegations that the Company’s officers and directors caused the Company to issue materially false and misleading statements concerning the Company’s business operations and financial results.

The State Court Derivative Litigation purports to allege claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider trading arising out of similar allegations as the Federal Derivative Litigation.

The plaintiffs in the Derivative Litigation seek unspecified money damages, in addition to punitive damages and other relief.

On January 14, 2025, the Court in the Hollin Action granted plaintiffs’ motion to consolidate the five previously stayed Federal Derivative Litigation actions.

On March 24, 2025, the Court in the Spatz Action entered a Stipulation and Order staying all proceedings and consolidating the three State Court Derivative Litigation actions.

The court in the Hollin Action consolidated the five previously stayed Federal Derivative Litigation actions.

The court in the Spatz Action stayed all proceedings and consolidated the three State Court Derivative Litigation actions.

On August 29, 2025, certain current and former directors and certain current officers of the Company were named as defendants in another putative derivative lawsuit filed in the Delaware Court of Chancery, captioned Anderson v.

Liang, et al.

2025-0986-KSJM.

On January 6, 2026, a substantially similar lawsuit was filed in the Delaware Court of Chancery, captioned Mathiyalagan v.

2026-0013-KSJM, which was consolidated with Anderson on May 8, 2026.

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.

5:26-cv-00955-NC, which on May 29, 2026 was dismissed and refiled in the Delaware Court of Chancery, C.A.

2026-0699-KJSM.

The refiled action was consolidated with Anderson on August 18, 2026.

On May 19, 2026, a substantially similar lawsuit was filed in the Northern District of California, captioned Pill v.

5:26-cv-04775.

Three additional substantially similar lawsuits were filed in the Northern District of California on June 24, 2026 (captioned City of Birmingham Retirement and Relief Systems v.

Liang, et al.

5:26-cv-06292), on July 10, 2026 (captioned Cepeda v.

5:26-cv-07081), and on August 21, 2026 (captioned Roy v.

Liang, et al.

5:26-cv-08757).

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.

On November 22, 2024, a putative class action claim was filed against us in Ontario Superior Court of Justice, Canada, captioned 1000099739 Ontario Ltd.

On November 19, 2024, the Company received a subpoena from the U.S.

Securities and Exchange Commission Enforcement Staff in connection with an investigation entitled In the Matter of Super Micro Computer, Inc.

The subpoena seeks a variety of categories of documents, many of which overlap with the document requests contained in the October 22, 2024, subpoenas from the U.S.

Attorney’s Office for the Southern District of New York and the allegations in an August 27, 2024 report issued by Hindenburg Research (the “Hindenburg Report”).

The Company received another SEC subpoena on April 28, 2026, which also seeks documents overlapping with those already produced in response to ongoing requests.

The Company is cooperating and continues to produce responsive documents in response to the subpoenas.

On March 19, 2026, the U.S.

Attorney’s Office for the Southern District of New York unsealed an indictment of three individuals either employed or associated with the Company at the time, in connection with an alleged conspiracy to commit export control violations (the “Indictment”).

The Company also received a grand jury subpoena from the U.S.

Attorney’s Office for the Southern District of New York seeking documents and information relating to the individuals and facts referenced in the Indictment, as well as the Company’s compliance program and internal controls, and related issues.

The Company is cooperating and continues to produce responsive documents in response to the subpoena.

SMCI | 2026 Form 10-K | 119

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In the ordinary course of business, the Company is involved in lawsuits, commercial disputes, employment issues, a variety of other claims, disputes involving claims by third parties that our activities infringe their patents, copyright, trademark or other IP rights, as well as regulatory investigations or inquiries.

Legal proceedings and regulatory investigations or inquiries are often complex, may require the expenditure of significant funds and other resources, and the outcomes of such proceedings are inherently uncertain, with material adverse outcomes possible.

The Company evaluates these matters on an ongoing basis and establishes accruals when losses are considered probable and reasonably estimable.

While it is not possible to determine the outcomes, based on currently available information, except as otherwise disclosed, we do not believe the resolution of these matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position.

Given that the Company is involved in, among other things, the export of restricted GPUs, it routinely receives subpoenas and other requests to produce information about customers and/or contemplated transactions from OEE.

The Company is currently in the process of responding to a number of these requests and our understanding is that several prior requests remain open.

The Company has not been informed that it is the target of any of these inquiries to date, but if we become the target of any of these investigations, OEE could pursue a civil enforcement action against us, seek monetary or other penalties from us, or require changes to our compliance program and internal controls.

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.

On November 22, 2024, a putative class action claim was filed against the Company in Ontario Superior Court of Justice, Canada, captioned 1000099739 Ontario Ltd.

Super Micro Computer, Inc., No.

CV-24-00731863-OOCP.

The claim alleges that we violated Common Law (primary and secondary market misrepresentations) and the Ontario Securities Act, due to alleged misrepresentations and/or omissions in public statements regarding our financial results and its internal controls and procedures.

We filed a motion to dismiss for lack of jurisdiction on August 1, 2025, with the hearing scheduled for December 8, 2025.

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.

In late 2024, we received subpoenas from the Department of Justice and the Securities and Exchange Commission seeking a variety of documents following the publication of a short seller report in August 2024.

We are cooperating with these document requests and there have been no charges brought against any person as of the date of this filing.

The claim alleges that the Company violated Common Law (primary and secondary market misrepresentations) and the Ontario Securities Act, due to alleged misrepresentations and/or omissions in public statements regarding the Company’s financial results and its internal controls and procedures.

Plaintiff dismissed the complaint on December 8, 2025.

On September 30, 2025, the Company was named as one of the defendants alongside Samsung on a complaint filed with the United States International Trade Commission (“USITC”) by Netlist.

The complaint alleged that certain Samsung memory products contained in Company’s products infringed several Netlist patents.

A second, similar complaint was filed on June 15, 2026.

On August 5, 2026, Netlist reached a settlement with Samsung, which is expected to resolve both ongoing investigations.

On August 11, 2026, Netlist filed a similar complaint with the USITC against Micron and certain downstream customers, including the Company, alleging that certain Micron memory products infringe Netlist patents and seeking a limited exclusion order, cease-and-desist orders and a bond.

As of the date of this filing, the USITC has not instituted an investigation based on the complaint.

Other legal proceedings and indemnifications

In addition to the matters described above, from time to time, we have been involved in various legal proceedings, disputes, claims, and regulatory or governmental inquiries and investigations arising from the normal course of business activities.

The resolution of any such matters have not had a material impact on our consolidated financial condition, results of operations or liquidity as of June 30, 2025, and any prior periods.

We have entered into indemnification agreements with our current and former directors and executive officers.

2 unchanged sentences

However, we maintain directors and officers liability insurance coverage to reduce our exposure to such obligations.

Other matters

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.

As of June 30, 2026, we have not recognized an asset related to the potential refund.

We will continue to evaluate new information and will recognize the refund when the right to receive the amount becomes realized or realizable.

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Purchase Commitments - We have agreements to purchase inventory and non-inventory items primarily through the next 12 months.

As of June 30, 2025, these remaining non-cancelable commitments were $ 1.6 billion, including $ 148.9 million to related parties.

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.

There were no loss liabilities recognized in accrued liabilities in the consolidated balance sheets from purchase commitments as of June 30, 2025.

As of June 30, 2024, there was $ 26.4 million of material loss liabilities recorded in the consolidated balance sheets from purchase commitments.

Lease Commitments - See Note 9, “Leases” in the notes to the consolidated financial statements for a discussion of our operating lease commitments.

As of June 30, 2026, these remaining non-cancelable commitments were $ 34.2 billion, including $ 0.2 billion for related parties.

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 to purchase from suppliers.

Lease Commitments - See Note 10, “Leases” for a discussion of our operating lease commitments.

Retirement Plans

22 unchanged sentences

SMCI | 2026 Form 10-K | 121

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Segment Reporting

Segment Information

We operate in one operating segment that develops and provides high-performance server solutions based upon an innovative, modular and open-standard architecture.

Our Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for assessing our performance.

Our organizational structure is based on functional lines, with department heads and shared resources reporting either directly to the CODM or to a direct report of the CODM.

The CODM reviews financial information presented on a consolidated basis and uses net income for purposes of evaluating financial performance and making operating decisions for us.

Additionally, the CODM reviews significant segment expenses including the net provision for excess and obsolete inventory, recorded to cost of sales, which is separately disclosed in Note 6, “Balance Sheet Components”, and stock-based compensation, which is separately disclosed in Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the consolidated financial statements.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.

The accounting policies of our consolidated segment are the same as those described in Note 1, “Organization and Summary of Significant Accounting Policies”

Long-lived assets

The following is a summary of property, plant, and equipment, net (in thousands):

United States $ 313,739 $ 281,874

Taiwan 104,435 107,878

61,205 21,740

$ 504,488 $ 414,008

The table above excludes other assets and intangible assets.

Operating lease assets in the United States and the Netherlands were $ 279.5 million and $ 10.4 million as of June 30, 2025, respectively.

Operating lease assets in the United States was $ 29.3 million as of June 30, 2024.

Operating lease assets in all other countries were less than 10% as of June 30, 2025 and 2024.

Disaggregation of Revenue

For the year ended June 30, 2025, 59.4 % and 10.9 % of revenues were from the United States and Thailand, respectively.

For the year ended June 30, 2024 and 2023, 68.0 % and 67.9 % of our revenues were from the United States.

Revenue from all other countries were individually less than 10% for each of the periods presented.

Our revenue by geographic region is based on where the products were shipped to for fiscal years ended June 30, 2025, 2024, and 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Subsequent Events

Pursuant to the Receivables Purchase Agreement, we may, subject to the terms and conditions set out therein, sell certain of its accounts receivable and related rights to the Purchasers (the “Purchased Receivables”).

The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $ 1,790.0 million.

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.

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.

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.

SMCI | 2025 Form 10-K | 117

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Ernst and Young LLP (“EY”) was engaged on March 15, 2023 to perform an audit for the Company’s fiscal year 2024, and did not issue any report on the Company’s financial statements or the Company’s internal control over financial reporting.

EY resigned while conducting the audit for the Company’s fiscal year 2024, EY’s first audit on the Company’s behalf.

In late July 2024, EY communicated to the Audit Committee (the “Audit Committee”) of our Board of Directors (the “Board”) concerns about certain matters related to governance, transparency, and our internal control over financial reporting.

In response, the Board appointed a new director to the Board and formed an independent special committee (the “Special Committee”) to review these matters (the “Review”).

The Special Committee engaged independent outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC to aid in an investigation on behalf of and at the direction of the Special Committee.

The Special Committee’s investigation was intended to assess whether the information brought to the Audit Committee’s attention by EY, and certain other matters identified during the Review, raised substantial concerns about (i) the integrity of our senior management and Audit Committee, (ii) the commitment of our senior management and Audit Committee to ensuring that the Company’s financial statements are materially accurate, (iii) the Audit Committee’s independence and ability to provide proper oversight over matters relating to financial reporting, and (iv) the tone at the top of the Company with regard to rehiring certain former employees and financial reporting.

On October 2, 2024, the Special Committee reported its interim findings to EY and the Board.

After receiving additional information through the Review process, EY informed the Special Committee that the additional information EY received raised questions, including about whether the Company demonstrated a commitment to integrity and ethical values consistent with Principle 1 of the COSO Framework, about the ability and willingness of the Audit Committee and overall Board to demonstrate and act as an oversight body that is independent of the CEO and other members of management in accordance with Principle 2 of the COSO Framework, and whether EY could rely on representations from certain members of management and from the Audit Committee.

EY subsequently resigned as the Company’s independent public accounting firm, by letter dated October 24, 2024.

In that letter, EY stated, in part:

“we are resigning due to information that has recently come to our attention which has led us to no longer be able to rely on management's and the Audit Committee’s representations and to be unwilling to be associated with the financial statements prepared by management, and after concluding we can no longer provide the Audit Services in accordance with applicable law or professional obligations.”

As described in the Form 8-K we filed on October 30, 2024 (“October 2024 8-K”), other than what’s described in the October 2024 8-K, during the fiscal years ended June 30, 2024 and 2023, and the subsequent interim period preceding EY’s resignation, (1) there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to EY’s satisfaction to our knowledge would have caused it to make reference to the subject matter thereof in connection with that report, and (2) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

The points raised by EY as set forth in this Item 9 did not have any effect on the Company’s financial statements.

We disagreed with EY’s decision to resign as our independent registered public accounting firm for a number of reasons, including that a significant number of audit procedures were incomplete and the Special Committee had not yet obtained all information relevant for the Review and had not concluded the Review.

SMCI | 2025 Form 10-K | 118

On December 2, 2024, we announced that the Special Committee completed its Review.

Among the findings by the Special Committee were:

• The evidence reviewed by the Special Committee did not give rise to any substantial concerns about the integrity of our senior management or the Audit Committee, or their commitment to ensuring that our financial statements are materially accurate.

• With respect to the matters investigated by the Special Committee, the Audit Committee demonstrated appropriate independence and generally provided proper oversight over matters relating to financial reporting.

• With respect to the rehiring of former employees, the tone at the top of our company was appropriate and fully consistent with a commitment to proper financial reporting and legal compliance.

• The Special Committee did not believe that the resignation of EY or the conclusions reached by EY (as described in EY’s letter of resignation dated October 24, 2024 and described in our Current Report on Form 8-K filed October 30, 2024) were supported by the facts examined in the Review, the Special Committee’s interim findings reported to EY on October 2, 2024, or the Special Committee’s final findings.

Due to EY’s stated concerns and subsequent resignation, we were unable to timely file our Annual Report and Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2024 and December 31, 2024 (together the “Delinquent Reports”) as required under Nasdaq’s Listing Rule 5250(c)(1).

On December 6, 2024, Nasdaq granted us an exception to Nasdaq’s Listing Rule 5250(c)(1), allowing us to file all the Delinquent Reports by February 25, 2025.

On February 25, 2025, we filed all the Delinquent Reports.

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 8. Financial Statements and Supplementary Data