What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-08-31 compared with 2025-08-28 · 821 added, 884 removed, 953 unchanged (64% of the section changed)

5 unchanged sentences

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

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

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that their objectives are met.

Because of the inherent limitations in all control systems, no evaluation of disclosure controls and procedures can provide absolute assurance that all disclosure control issues, if any, have been detected.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of June 30, 2026, due to the material weakness in our internal control over financial reporting, described below, that was previously identified in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed on August 28, 2025.

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

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

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

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

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

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

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

SMCI | 2025 Form 10-K | 119

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets and liabilities.

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

1 unchanged sentence

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

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

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

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

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

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

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

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

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

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

A material weakness has been identified regarding the following:

The Company’s information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and the Company did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs.

As a result of this material weakness, management has concluded that our internal control over financial reporting was not effective as of June 30, 2026.

SMCI | 2026 Form 10-K | 122

Previously Reported Material Weaknesses in Internal Control Over Financial Reporting

As previously reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, there were matters that constituted material weaknesses in our internal control over financial reporting.

Specifically, we did not maintain effective internal controls related to (i) segregation of duties conflicts, (ii) controls over the completeness and accuracy of information we produce and (iii) controls over procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas.

To address the above noted three material weaknesses, during the fiscal year ended June 30, 2026, we successfully implemented new controls and processes, and enhanced and redesigned certain controls and procedures, across various areas.

These changes included:

• a full redesign of our Enterprise Resource Planning system security role structure and segregation of duties rulesets;

• re-evaluating the risk of employee circumvention of controls;

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

• validating the reliability of underlying information to support the execution of these controls;

• establishing additional control procedures, and a more comprehensive review of transactions as part of our close process, to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas.

As a result of these efforts, we remediated three material weaknesses in internal control over financial reporting that were previously reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Additionally, we concluded the one remaining material weakness relating to information technology general controls ("ITGC"), remains unremediated as of June 30, 2026.

Specifically, our information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and we did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs.

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

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

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

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

Our independent registered public accounting firm, BDO USA, P.C., has audited our consolidated financial statements as of June 30, 2026, and for the three fiscal years then ended, included in this Annual Report which is contained in Item 8, “Financial Statements and Supplementary Data” and also as part of its audit, has issued an attestation report on our internal control over financial reporting, which is contained below.

SMCI | 2026 Form 10-K | 123

(d) Remediation Plan and Status

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

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

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

specifically,

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

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

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

◦ Promoted our controller to Chief Accounting Officer.

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

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

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

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

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

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

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

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

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

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

We have identified and implemented specific actions intended to improve the effectiveness of our internal control over financial reporting and will continue to do so until the remediation of the material weakness identified above is complete, and we are able to conclude that our internal control over financial reporting are effective.

These actions include:

• Ongoing evaluation and review of our overall IT architecture, including the composition, appropriateness and upgrades required to our IT organization and applications, to ensure that all applications and systems that are key to the completeness and accuracy of our financial reporting processes were appropriately identified to be part of the population over which we design and maintain ITGCs;

• Continuing to optimize our overall IT framework, standardization of processes across infrastructure and security, including establishing stronger governance policies and protocols, a more streamlined and centralized access provisioning and deprovisioning process, user access reviews and change management restrictions;

• Continuing to make targeted improvements to our Information Technology Service Management tool thereby enhancing change management practices.

We believe these actions included above, in addition to any other technology upgrades and enhancements we plan to make in the next fiscal year, will likely allow us to remediate this material weakness, subject to the completion of operating effectiveness testing during fiscal year 2027.

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

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

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

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

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

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

SMCI | 2025 Form 10-K | 121

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

We will require additional time to complete implementation, to complete testing and to assess and ensure the long-term sustainability of these procedures to assist with increased governance and stability across our IT architecture and controls.

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

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

(e) Changes in Internal Control over Financial Reporting

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

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

Except as described above under “ Previously Reported Material Weaknesses in Internal Control Over Financial Reporting ”, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

SMCI | 2026 Form 10-K | 124

7 unchanged sentences

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

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 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”) and our report dated August 31, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

9 unchanged sentences

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

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

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

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

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

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

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

A material weakness has been identified and described in management’s assessment regarding the following:

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2026 consolidated financial statements, and this report does not affect our report dated August 31, 2026 on those consolidated financial statements.

SMCI | 2026 Form 10-K | 125

11 unchanged sentences

Other Information

Item 5.03 Amendments to Articles of Incorporation or Bylaws;

Change in Fiscal Year

On August 27, 2026, the Board adopted Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately.

The Amended and Restated Bylaws amendments, among other things, include:

• clarified the procedures applicable to stockholder-requested special meetings, including the Board’s authority to cancel, postpone or reschedule meetings, and the conduct, adjournment and administration of stockholder meetings;

• clarified, expanded and enhanced the procedures and information requirements applicable to stockholder nominations of directors and proposals of other business, including adding requirements relating to Rule 14a-19 under the Securities Exchange Act of 1934;

• provided that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white

• updated provisions relating to the composition and operation of the Board and its committees, including director vacancies, resignations, meetings, written consents and committees and subcommittees;

• revised provisions relating to the appointment, removal, authority and duties of officers;

• added exclusive forum provisions for certain corporate and Securities Act claims;

• clarified the right to indemnification for directors and officers, including the definition of covered officers for indemnification purposes;

• made certain other conforming, administrative, technical and clarifying changes (collectively, the “Bylaws Amendments”).

The above description of the Bylaws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.3 and incorporated by reference herein.

Rule 10b5-1 Trading Plans

4 unchanged sentences

Non-Rule 10b5-1 (2)

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

50,000 December 1, 2025

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

600,000 March 1, 2026

Adoption May 26, 2026 X 300,000 February 28, 2027

_________________

4 unchanged sentences

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

2027 Annual Meeting of Stockholders

The Company has established February 4, 2027 as the date of the Company’s annual meeting of stockholders following fiscal year 2026 (the “2027 Annual Meeting”).

The exact time and location of the 2027 Annual Meeting will be specified in the Company’s proxy statement for the 2027 Annual Meeting, and it is expected to be a virtual meeting.

Because the date of the 2027 Annual Meeting differs by more than thirty (30) days from the anniversary date of the Company’s annual meeting of stockholders for fiscal year 2025 (the “2026 Annual Meeting”), the Company is setting new deadlines for receipt of stockholder proposals and director nominations for consideration at the 2027 Annual Meeting.

SMCI | 2026 Form 10-K | 127

In order for a stockholder proposal to be considered for inclusion in the Company’s proxy statement for the 2027 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, the written proposal must be received at our principal executive offices at 980 Rock Avenue, San Jose, California 95131, Attention:

Corporate Secretary, no later than September 30, 2026, which the Company considers a reasonable time before it expects to begin to print and send its proxy materials for the 2027 Annual Meeting, and must otherwise comply with Rule 14a-8 under the Exchange Act.

Because the date of the 2027 Annual Meeting will be more than 30 days earlier than the date contemplated at the time of the Company’s proxy statement for the annual meeting of stockholders for fiscal year 2025, our bylaws provide that notice of director nominations and stockholder proposals (other than proposals submitted pursuant to Rule 14a-8) must be received by the Corporate Secretary of the Company at our principal executive offices in San Jose, California no later than the close of business on the 10th day following the day on which the date of the 2027 Annual Meeting is first publicly announced.

Such nominations and proposals must contain the specific information required by our bylaws.

You may request a copy of our bylaws by contacting our Corporate Secretary, Super Micro Computer, Inc., telephone (408) 503-8000.

Stockholder proposals that are received by us after the applicable deadline, will not be eligible to be presented at the 2027 Annual Meeting.

In addition to satisfying the requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2027 Annual Meeting must comply with the requirements of Rule 14a-19 of the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

5 unchanged sentences

Charles Liang 68 President, Chief Executive Officer and Chairman of the Board

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

Don Clegg 66 Senior Vice President of Worldwide Sales

George Kao 64 Senior Vice President of Operations

David Weigand 68 Senior Vice President, Chief Financial Officer

Jin Xiao (Tom Xiao) 63 Senior Corporate Vice President of Engineering

Vikranth Malyala 54 Chief Business Officer

Matthew Thauberger 45 Chief Revenue Officer

Sara Liu 64 Co-Founder, Senior Vice President and Director

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

Judy Lin (2)(4)

8 unchanged sentences

(4) Determined by the Board of Directors to be “independent”

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

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

Executive Officers and Management Directors

10 unchanged sentences

in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan.

Our Governance Committee concluded that Mr.

Our Board and Governance Committee concluded that Mr.

Liang should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with our company’s business.

David Weigand has served as our Senior Vice President, Chief Financial Officer since February 2021 and as Chief Compliance Officer since May 2018.

David Weigand has served as our Senior Vice President, Chief Financial Officer since February 2021 and as Chief Compliance Officer from May 2018.

Prior to his employment with our company, Mr.

Weigand was a Vice President at Hewlett Packard Enterprise (HPE) from November 2016 until April 2018 and served as Vice President, Tax at Silicon Graphics International, Inc., from September 2013 until its acquisition by HPE in November 2016.

Prior to that he was Vice President, Chief Financial Officer of Renesas Electronics America, a semiconductor company formed by the merger of the semiconductor businesses of NEC Corporation, Hitachi and Mitsubishi Electric from October 2010 until April 2013, and Vice President, Controller of NEC Electronics America from October 2004 until September 2010.

Weigand was a Vice President at Hewlett Packard Enterprise (HPE), an enterprise technology company, from November 2016 until April 2018 and served as Vice President, Tax at Silicon Graphics International, Inc., a high-performance computing company, from September 2013 until its acquisition by HPE in November 2016.

Weigand holds a M.S.

2 unchanged sentences

SMCI | 2026 Form 10-K | 129

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

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

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

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

Clegg graduated with high honors from Brigham Young University, where he earned a B.S.

in Electrical Engineering.

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

Kao joined us in October 2016.

Kao was Vice President of Operations of Pericom Semiconductor Corp.

from October 2006 to September 2016.

Kao served as a Chief Operating Officer of Orient Semiconductor Electronics Philippines, Inc., a subsidiary of Orient Semiconductor Electronics Ltd., from July 2003 to March 2006.

Kao joined Orient Semiconductor Electronics Philippines, Inc.

from Santa Clara-based Foveon after a 20-year career in technology in the United States that began at National Semiconductor.

Kao holds a B.S.

in Electrical Engineering from California State Polytechnic University in San Luis Obispo.

Jin Xiao (Tom Xiao) has served as our Senior Corporate Vice President of Engineering since January 2026 and directs a broad portfolio including software engineering and product development, switch development, lab validation, and global IT operations.

Xiao joined us in 2001 as a Staff Hardware Design Engineer and has since played a pivotal role in scaling our product portfolio and technical infrastructure.

He has held a variety of positions with us, including Vice President, Quality Control & Lab Testing from August 2017 to May 2022, and Senior Vice President, Engineering, from May 2022 to January 2026, when he then transitioned to his present role.

Prior to joining us, Mr.

Xiao served as the Assistant General Manager of research and development at Lenovo QDI, a motherboard and computing hardware manufacturer.

Xiao holds a master’s degree in industrial automation from the Harbin Institute of Technology and a bachelor’s degree in electrical engineering from the Huazhong University of Science and Technology.

Vikranth Malyala has served as our Chief Business Officer since May 2026.

Vikranth joined Supermicro in 2009 and has played a key role in shaping Supermicro’s global strategy, growth, and innovation.

He previously served as Managing Director of Europe, the Middle East, and Africa ("EMEA") and Senior Vice President of Field Application Engineering ("FAE") from October 2021 to January 2024, and Senior Vice President of Technology & AI and President & Managing Director of EMEA from January 2024 to May 2026 at Supermicro.

With nearly 30 years of experience in product engineering, ASIC development, and technology leadership, Vikranth brings deep expertise in semiconductors and high-performance systems.

Prior to joining Supermicro, Mr.

Malyala held design engineering, technical marketing and application engineering roles as Broadcom Corp, a semiconductor company, from 2001 to 2008, and served as a Senior Design Engineer at Serverworks, a server chipset company, from 1995 to 2001.

He has led Supermicro’s advancements in AI, HPC, and sustainable data center technologies, including energy-efficient solutions such as liquid cooling.

Vikranth has played a meaningful part in fostering strategic partnerships with industry leaders to strengthen Supermicro’s Total IT Solutions portfolio.

He holds an M.S.

in Electrical Engineering from the University of Idaho and a B.E.

in Electronics & Communication Engineering from Osmania University.

Matthew Thauberger has served as our Chief Revenue Officer since May 2026.

Matthew joined Supermicro in April 2020 as Senior Vice President of Strategy and Business Development, where he led several product launches, expanded the Company's Fortune 500 customer pipeline, and helped position Supermicro for growth in the CSP and enterprise storage markets.

With more than two decades of global experience in international sales, strategic partnerships, and market expansion, Matthew brings deep expertise in AI computing and enterprise infrastructure.

Prior to joining Supermicro, he served as Vice President of Sales at Burlywood, Inc., a data center infrastructure solutions company, General Manager of U.S.

Sales at Inspur Systems, a server and data center solutions provider, and held executive leadership positions at AMAX, a high-performance computing and AI infrastructure company, including Vice President of Global Sales and General Manager of EMEA Operations.

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

1 unchanged sentence

From 1985 to 1993, Ms.

Liu held accounting and operational positions for several companies, including Micro Center Computer Inc.

Liu held accounting and operational positions for several companies, including Micro Center Computer Inc., a high-end motherboard design and manufacturing company.

Liu holds a B.S.

2 unchanged sentences

Charles Liang, our Chairman, President and Chief Executive Officer.

Our Governance Committee concluded that Ms.

Our Board and Governance Committee concluded that Ms.

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

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

From our founding until January 2018, Mr.

Liaw was an employee and held various executive positions at our company, including Senior Vice President of Worldwide Sales and Corporate Secretary.

He was also a member of the Board from 1993 until January 2018.

In January 2018, Mr.

Liaw resigned from all his positions with our company, including from the Board, during a period when we were not current in our filings with the Securities and Exchange Commission, and, following completion of an Audit Committee investigation, in connection with a restructuring of our sales organization as part of our remediation of material weaknesses in our internal control over financial reporting.

From February 2018 until June 2020, Mr.

Liaw was retired.

From June 2020 until April 2021, Mr.

Liaw was the president of 2CRSi Corporation, a company headquartered in Strasbourg, France that develops, produces and sells high-performance customized, environmentally friendly servers.

Liaw returned to our company as a consultant in May 2021, advising us with respect to business development matters.

In August 2022, Mr.

Liaw returned to full-time employment with us as Senior Vice President, Business Development.

He was re-appointed to the Board in December 2023.

Liaw holds an M.S.

in Computer Engineering from University of Arizona, an M.S.

in Electrical Engineering from Tatung Institute of Technology in Taiwan, and a B.S.

degree from Taiwan Provincial College of Marine and Oceanic Technology.

Our Governance Committee concluded that Mr.

Liaw should serve on the Board based on his technical expertise and his long familiarity with our company’s business.

SMCI | 2026 Form 10-K | 130

Non-Management Directors

5 unchanged sentences

His professional background also includes more than 35 years of experience in marketing, sales, engineering, operations, and general management, principally in the computer hardware, software, and semiconductor industries.

His experience includes roles at Global Semiconductor Alliance, Logistix Corporation, and XEGMAG (a division of Xidex Corporation).

His experience includes roles at Global Semiconductor Alliance, a non-profit industry organization promoting the semiconductor supply chain, Logistix Corporation, a logistics and supply chain management company, and XEGMAG (a division of Xidex Corporation), a magnetic media products manufacturer.

Blair holds twelve issued U.S.

patents plus additional patents worldwide and studied electrical engineering at Arizona State University and applied economics at the University of San Francisco.

Our Governance Committee concluded that Mr.

Our Board and Governance Committee concluded that Mr.

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

SMCI | 2025 Form 10-K | 127

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

7 unchanged sentences

Lin holds a MSc degree in Materials Science and Mineral Engineering from University of California, Berkeley where she was also a PhD candidate, and a BS in Chemical Engineering from National Cheng Kung University in Taiwan.

Our Governance Committee concluded that Ms.

Our Board and Governance Committee concluded that Ms.

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

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

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

Prior to his retirement in December 2017, Mr.

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

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

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

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

Angel is a Certified Public Accountant ("CPA") (inactive status) and a member of the AICPA.

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

Our Governance Committee concluded that Mr.

Our Board and Governance Committee concluded that Mr.

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

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

Tuan is founder of PurpleComm, Inc.

(doing business as 9x9.tv), a platform for connected TV, where he has served as Chief Executive Officer since January 2005 and Chairman of the Board since June 2003.

Tuan served as Founder and Chief Executive Officer of AboveNet Communications, Inc., an internet data center company, from September 2011 until his retirement in December 2021.

Tuan is also founder of PurpleComm, Inc.

(doing business as 9x9.tv), a platform for connected TV, where he served as Chief Executive Officer from January 2005 to January 2018 and Chairman of the Board from June 2003 to January 2018.

Tuan also served as Founder and Chief Executive Officer of TelTel, a SIP-based VoIP operator, from June 2003 to June 2011.

From September 1999 to May 2002, he was director of Metromedia Fiber Network, Inc., a fiber optical networking infrastructure provider.

3 unchanged sentences

Tuan should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical expertise, and his familiarity with our company’s business.

SMCI | 2026 Form 10-K | 131

Susan Mogensen (Susie Giordano) has been a member of our Board since August 2024.

Giordano is the Chief Legal Officer of Lime, which position she has held since August 2024.

Giordano has over 25 years of experience advising executive management and board directors on a wide range of topics, including strategy, litigation, compliance, regulatory matters, corporate governance, ESG, executive compensation, financial reporting, crisis management, cybersecurity, human capital management, investor relations, M&A, securities, shareholder engagement, and treasury matters.

Previously, she worked at Intel for approximately 11 years where she served most recently as general counsel (interim).

Giordano is the Chief Legal Officer of Neutron Holdings, Inc., dba Lime, a global micromobility company, which position she has held since September 2024.

Giordano has over 25 years of experience advising executive management and board directors on a wide range of topics, including strategy, litigation, compliance, regulatory matters, corporate governance, sustainability, executive compensation, financial reporting, crisis management, cybersecurity, human capital management, investor relations, mergers and acquisitions ("M&A"), securities, shareholder engagement, and treasury matters.

Previously, she worked at Intel, a semiconductor and technology company, for approximately 11 years where she served most recently as general counsel (interim).

At Intel, Ms.

2 unchanged sentences

Before joining Intel, Ms.

Giordano spent three years as president and CEO at Deal Fusion, an M&A legal consulting firm, and five years at Sun Microsystems including as director of M&A and strategic investments.

Earlier in her career she was an attorney with law firms Gunderson Dettmer and Brobeck Phleger & Harrison.

Giordano also previously served as general counsel at Aeris IoT SaaS.

Giordano spent three years as president and Chief Executive Officer at Deal Fusion, an M&A legal consulting firm, and five years at Sun Microsystems, a computer hardware and software company, including as director of M&A and strategic investments.

Earlier in her career she was an attorney with law firms Gunderson Dettmer, a technology-focused law firm, and Brobeck Phleger & Harrison, a business and technology law firm.

Giordano also previously served as General Counsel at Aeris software as a service ("SaaS"), an Internet of Things platform and connectivity company, from June 2023 to March 2024.

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

1 unchanged sentence

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

SMCI | 2025 Form 10-K | 128

Tally Liu was appointed to our Board in January 2019.

19 unchanged sentences

Composition of the Board

Our authorized number of directors is currently nine.

There are currently nine directors.

Our Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes.

Our authorized number of directors is currently eight, and there are currently eight directors.

Our Amended and Restated Certificate of Incorporation, as amended, provides for a classified Board of Directors divided into three classes.

The members of each class are elected to serve a three-year term with the term of office for each class ending in consecutive years.

2 unchanged sentences

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

SMCI | 2026 Form 10-K | 132

The current composition of the Board of Directors is:

3 unchanged sentences

Judy Lin Sara Liu

Scott Angel Yih-Shyan (Wally) Liaw

Class III Directors (3)

1 unchanged sentence

(1) The term of Class I directors expires at the annual meeting of stockholders following fiscal year 2028.

(2) The term of the Class II director expires at the annual meeting of stockholders following fiscal year 2026.

(2) The term of the Class II directors expires at the annual meeting of stockholders following fiscal year 2026.

(3) The term of Class III directors expires at the annual meeting of stockholders following fiscal year 2027.

3 unchanged sentences

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

SMCI | 2025 Form 10-K | 129

Code of Ethics

2 unchanged sentences

Any substantive amendment or waiver of the Code relating to executive officers or directors will be made only after approval by our Board of Directors and will be promptly disclosed on our website and filed with the SEC on Form 8-K within four business days.

Insider Trading Policy

We have adopted an insider trading policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report.

Our Insider Trading Policy also prohibits our directors, executive officers, employees and contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

Director Independence

1 unchanged sentence

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

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

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

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

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

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

SMCI | 2026 Form 10-K | 133

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

Executive Sessions

Non-management directors generally meet in executive session without management present when the Board holds its regularly scheduled meetings.

To encourage and enhance communication among independent directors, and as required under the Nasdaq listing standards, our independent directors meet in executive session regularly (no less than twice per year) without non-independent directors present.

Communications with the Board of Directors

9 unchanged sentences

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

SMCI | 2025 Form 10-K | 130

MEETINGS AND COMMITTEES OF THE BOARD

2 unchanged sentences

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

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

We held an annual meeting of stockholders on April 15, 2026, for our fiscal year 2026.

The Board held 24 meetings during fiscal year 2026, 6 of which were regularly scheduled meetings and 18 of which were special meetings.

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

All directors attended at least 75% of the applicable meetings of the Board and the committees on which they served during the time they were members of the Board or such committees during fiscal year 2026.

Board Leadership Structure

3 unchanged sentences

Liang is the founder of our company with extensive experience in our industry.

In December 2023, Mr.

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

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

In January 2026, Mr.

Scott Angel was appointed as lead independent director for a one-year term, which will expire in January 2027.

The lead independent director presides over executive sessions of the independent directors held without management present, coordinates with the Chairman of the Board, may add items to the established Board meeting agendas, and has authority to access management and retain independent advisors at the Company’s expense.

Board Role in the Oversight of Risk

2 unchanged sentences

The Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting to our Audit Committee.

The Audit Committee also assists the Board in oversight of certain other risks, including internal controls and review of related party transactions.

The Audit Committee also assists the Board in oversight of certain other risks, including review of operational risks, health and safety risks, technology, privacy and cybersecurity risks, strategic risks, internal controls, and related party transactions.

The Audit Committee reports to the full Board on such matters as appropriate.

Our management, with oversight from our Compensation Committee, has reviewed our compensation policies and practices with respect to risk-taking incentives and risk management and does not believe that potential risks arising from our compensation polices or practices are reasonably likely to have a material adverse effect on our company.

SMCI | 2026 Form 10-K | 134

Committees of the Board of Directors

3 unchanged sentences

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

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

A description of the charters is set forth below.

13 unchanged sentences

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

SMCI | 2025 Form 10-K | 131

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

12 unchanged sentences

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

SMCI | 2026 Form 10-K | 135

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

3 unchanged sentences

The Compensation Committee met 7 times in fiscal year 2026, 6 of which were regularly scheduled meetings and 1 of which were special meetings.

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

The Compensation Committee is comprised solely of non-employee directors for purposes of Rule 16b-3 under the Exchange Act.

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

SMCI | 2025 Form 10-K | 132

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

• Periodically reviews and advises the Board concerning our overall compensation philosophy, policies and plans, including a review and approval of a group of companies for general executive compensation competitive comparisons, approval of target pay and performance objectives against this group (and broader industry reference), and monitoring of our executive compensation levels and their performance relative to this group;

• Periodically reviews approves of a group of companies for general executive compensation competitive comparisons, approves target pay and performance objectives against this group and broader industry references, and monitors our executive compensation levels and their performance relative to this group;

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

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

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

• Reviews and approves our incentive compensation plans and equity compensation plans;

• Oversees the evaluation of the Company’s executive officers (other than the Chief Executive Officer) and other key employees, and reviews and approves or makes recommendations to the Board regarding the compensation of such individuals;

• Reviews and approves, or makes recommendations to the Board regarding, our incentive compensation plans and equity compensation plans, and administers such plans;

• Reviews and make recommendations to the Board regarding non-employee director compensation;

• Monitors and assesses risks associated with our compensation policies, including whether such policies could lead to unnecessary risk-taking behavior, and consults with management regarding such risks;

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

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

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

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

In general, the Compensation Committee discharges the Board’s responsibilities regarding the determination of executive compensation, and reviews and makes recommendations to the full Board in the determination of non-employee director compensation.

The Compensation Committee also makes recommendations to the full Board regarding non-ordinary course executive compensation matters, including with respect to new or amended employment contracts, severance or change-in-control plans or arrangements, and may adopt, amend and terminate such agreements, arrangements or plans.

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

• Periodically reviews and discusses with management the Company’s programs, policies, practices and strategies related to human capital management.

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

The Compensation Committee may, in its sole discretion, retain or obtain advice or assistance from compensation consultants, legal counsel, accounting or other advisors (independent or otherwise) as appropriate to perform its duties.

Additional information about the Compensation Committee’s processes for determining executive and non-employee director compensation, including the role of the Compensation Committee’s compensation consultant and our executive officers, can be found in the “Executive Compensation” and “2026 Director Compensation” sections of this Annual Report.

2 unchanged sentences

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

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

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

The Governance Committee met 5 times in fiscal year 2026, all 5 of which were regularly scheduled meetings.

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

1 unchanged sentence

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

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

actively seek qualified candidates:

• Reviews and makes recommendations to the Board regarding the size of the Board and member criteria based on current Board needs;

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

2 unchanged sentences

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

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

• Develops and recommends to the Board the Company’s corporate governance guidelines (the “Board of Directors Charter”), oversees compliance with our Board of Directors Charter and reports on such compliance to the Board;

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

• Periodically reviews succession planning for executive officers;

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

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

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

• Provides guidance and recommendations to the Board regarding legal compliance matters as appropriate relating to current environmental public policy trends;

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

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

• Periodically assesses, reports, and provides guidance to management and the full Board on our practices with respect to environmental, social and corporate governance issues.

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

In accordance with our bylaws, our Board establishes additional committees for specific delegated purposes, roles and responsibilities that are temporary in nature.

The Governance Committee may, in its sole discretion, retain or obtain advice or assistance from consultants, legal counsel or other advisors (independent or otherwise) as appropriate to perform its duties.

Delinquent Section 16(a) Reports

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

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

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us and certain written representations provided to us, we believe that during fiscal year 2026, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements, except for one Form 4 that was filed late on behalf of Kenneth Cheung due to an inadvertent administrative error.

SMCI | 2026 Form 10-K | 137

2 unchanged sentences

Compensation Discussion and Analysis (“CD&A”)

In this section we provide an explanation and analysis of the material elements of the compensation provided to our Chief Executive Officer, Chief Financial Officer, and both of our other two executive officers who were serving on June 30, 2025, which was the end of our fiscal year 2025 (collectively referred to as our “named executive officers” or “NEOs”).

Our named executive officers and their positions at the end of fiscal year 2025 were:

In this section we provide an explanation and analysis of the material elements of the compensation provided to our named executive officers (our “NEOs”).

Our NEOs for the fiscal year 2026 were:

Charles Liang President, Chief Executive Officer (“CEO”) and Chairman of the Board

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

Don Clegg Senior Vice President, Worldwide Sales

George Kao Senior Vice President, Operations

David Weigand Senior Vice President, Chief Financial Officer (3)

Jin Xiao (Tom Xiao) (1)

Senior Corporate Vice President of Engineering

Vikranth Malyala Chief Business Officer

Don Clegg (2)

Former Senior Vice President, Worldwide Sales

(1) Effective December 31, 2025, following the retirement of Mr.

George Kao from his position as the Company’s Senior Vice President of Operations, Mr.

Xiao assumed Mr.

Kao’s responsibilities in addition to his existing responsibilities as the Company’s Senior Corporate Vice President of Engineering.

(2) Effective May 15, 2026, Mr.

Clegg retired from his position as the Company’s Senior Vice President of Worldwide Sales.

Pursuant to an Independent Contractor Agreement, dated as of May 16, 2026 (the “Clegg Consulting Agreement”), Mr.

Clegg will continue to provide services to the Company as a consultant until November 15, 2026, unless otherwise renewed by the Company.

See “—Other Benefits— Employment Arrangements, Severance and Change of Control Benefits” for additional information regarding the Clegg Consulting Agreement.

Weigand also served as Chief Compliance Officer of the Company until March 2026, when DeAnna Luca was appointed as acting Chief Compliance Officer.

Overview of Compensation

1 unchanged sentence

(Aggregate Compensation) (1)

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

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

Liang’s compensation has been, and is expected to be, based only upon his ability to earn the 2021 CEO Performance Award (which vested in its entirety during fiscal year 2024) and the 2023 CEO Performance Award (which was issued during fiscal year 2024 and partially vested during fiscal year 2025), all as further described below.

(1) The chart presents the percentage of each compensation component received by our four non-CEO NEOs in the aggregate as a group, as well as the allocation of cash and equity compensation received by all such persons in the aggregate as a group.

No equivalent chart is presented for CEO compensation because, for fiscal year 2026, other than a nominal base salary of $1.00, Mr.

Liang’s compensation consisted solely of his ability to earn his 2023 CEO Performance Award (which was granted during fiscal year 2024 and partially vested during fiscal year 2025), as further described below.

The terms established in connection with the 2021 CEO Performance Award (which vested in its entirety during fiscal year 2024) also remained in effect during fiscal year 2026, as further described below.

SMCI | 2026 Form 10-K | 138

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

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

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

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

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

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

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

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

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

With respect to our Chief Executive Officer, Mr.

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

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

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

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

In connection with the 2021 CEO Performance Award, Mr.

Liang’s Base Salary was reduced to $1 per year and Mr.

Liang agreed that he would not be eligible for any increase in Base Salary, or any other cash compensation, until June 30, 2026.

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

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

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

As of June 30, 2025, Mr.

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

The 2023 CEO Performance Award permits Mr.

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

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

Our executive compensation philosophy is designed to align a significant portion of named executive officer compensation with corporate performance and long-term stockholder value.

Consistent with this philosophy, we emphasize performance-based equity awards, including restricted stock units (“RSUs”) and stock options, while seeking to reduce our reliance on fixed compensation such as base salary, fixed bonus (the “Fixed Bonus”) and equity awards that vest solely based on continued service.

We continued this approach during fiscal year 2026.

As further described below, during fiscal year 2026, our Chief Executive Officer, Charles Liang, continued to receive an annual base salary of $1.00 and did not receive any new equity awards.

His compensation opportunity consisted primarily of the potential vesting of additional tranches under the performance-based stock option granted to him in November 2023 (the “2023 CEO Performance Award”).

For our named executive officers other than Mr.

Liang (the “Other NEOs”), we continued to utilize a performance-based compensation program with defined performance metrics, or key performance indicators (“KPIs”).

Each Other NEO participated in this program during fiscal year 2026 (the “FY2026 Performance Program for Other NEOs”).

See “FY2026 Performance Program for Other NEOs” below for additional information regarding the design and operation of the program.

CEO Performance Awards

Pursuant to the 2023 CEO Performance Award, Mr.

Liang received options to purchase up to 5,000,000 shares of our common stock at an exercise price of $45.00 per share representing a premium of approximately 53% to the closing market price of $29.39 on the grant date.

The 2023 CEO Performance Award consists of five tranches, each of which is eligible to vest only upon the achievement of both a specified stock-price target, ranging from $45.00 to $110.00 per share, and corresponding revenue goal, ranging from $13.0 billion to $21.0 billion measured over four consecutive fiscal quarters.

In fiscal year 2021, Mr.

Liang previously agreed to receive a de minimis annual base salary of $1.00 and no cash bonuses through June 30, 2026 in connection with receiving a performance-based stock option award that has since vested (the “2021 CEO Performance Award”).

In connection with the 2023 CEO Performance Award, Mr.

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

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

Similar to the 2021 CEO Performance Award, Mr.

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

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

This helps ensure Mr.

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

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

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

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

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

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

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

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

SMCI | 2025 Form 10-K | 136

Liang agreed to continue receiving only a de minimis annual base salary of $1.00, or such higher amount as may be required by applicable law, and no cash bonuses through the earlier of (1) the vesting of all tranches under the 2023 CEO Performance Award and (2) March 31, 2029.

Liang also must remain employed as our Chief Executive Officer, or in another position mutually agreed upon by Mr.

Liang and the Board, when the applicable performance goals are achieved for the corresponding tranche to vest.

These conditions are intended to promote Mr.

Liang’s continued leadership and align his compensation with the Company's long-term performance.

See “—Discussion and Analysis of 2023 CEO Performance Award” below for additional information regarding the terms of the 2023 CEO Performance Award and the achievement of the applicable performance goals.

As of June 30, 2026, all five revenue goals and four of the five stock-price goals under the 2023 CEO Performance Award had been achieved.

The highest revenue goal under the 2023 CEO Performance Award required the Company to achieve revenue of $21.0 billion over four consecutive fiscal quarters, compared with fiscal year 2023 revenue of $7.1 billion, the last full fiscal year completed before the award was granted.

The Company achieved the $21.0 billion revenue goal during the third quarter of fiscal year 2025, and the Compensation Committee certified its achievement on August 26, 2025.

Moreover, based on the applicable 60-trading-day average closing price of our common stock, four of the five stock price goals under the 2023 CEO Performance Award—$45.00, $60.00, $75.00, and $90.00 per share—were achieved during fiscal year 2024.

The remaining stock price goal of $110.00 per share had not been achieved as of June 30, 2026.

Accordingly, as of June 30, 2026, four tranches of the 2023 CEO Performance Award representing options to purchase 4,000,000 shares of our common stock had vested and the fifth tranche, representing options to purchase 1,000,000 shares of our common stock remained unvested.

Process Overview

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

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

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

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

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

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

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

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

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

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

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

CDW Corporation

Microchip Technology

The Compensation Committee oversees our executive compensation program and is responsible for reviewing and approving the compensation of our named executive officers.

At the end of fiscal year 2026, the Compensation Committee consisted of three independent directors.

Each director who served on the Compensation Committee during fiscal year 2026 was independent under the applicable Nasdaq listing rules.

Role of the Independent Compensation Consultant

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

SMCI | 2026 Form 10-K | 139

In making compensation decisions for fiscal year 2026, the Compensation Committee considered, among other factors:

(1) the recommendations of our Chief Executive Officer regarding the compensation of the Other NEOs;

(2) publicly available compensation information for comparable companies;

and (3) compensation data and analysis prepared by Aon.

The Compensation Committee considered the compensation data provided by Aon in assessing the competitiveness and appropriateness of the compensation of our named executive officers.

Factors utilized by the Compensation Committee in evaluating peer companies for the Company’s fiscal year 2026 peer group generally included consideration of their prior fiscal year number of employees, trailing 12-month revenue, year-over-year revenue growth, operating income and net income;

market data such as 30-day average stock price, 20-day average market capitalization and market capitalization as a multiple of revenue;

and recent total shareholder return metrics on both a one-year basis and three-year compounded annual growth rate basis.

For fiscal year 2026, the Compensation Committee retained the same compensation peer group used in fiscal year 2025, consisting of the following 22 companies as its compensation peer group (the “FY2026 Peer Group”):

CDW Corporation Microchip Technology

Micron Technology

Electronic Arts Inc.

Hewlett Packard Enterprise Company

ON Semiconductor Corporation

Hewlett Packard Enterprise Company ON Semiconductor Corporation

Sanmina Corporation

Seagate Technology Holdings plc

Juniper Networks

TE Connectivity

Keysight Technologies

Teledyne Technologies

KLA Corporation

Western Digital Corporation

Juniper Networks TE Connectivity

Keysight Technologies Teledyne Technologies

KLA Corporation Toast, Inc.

Lam Research Western Digital Corporation

Marvell Technology, Inc.

Workday, Inc.

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

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

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

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

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

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

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

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

trailing 12 month revenue, year-over-year revenue growth, operating income, and net income (the “Financial Data”);

market data such as 30 day average stock price, 20 day average market capitalization, and market capitalization as a multiple of revenue (the “Market Data”);

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

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

SMCI | 2025 Form 10-K | 137

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

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

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

Role of Executive Officers in the Compensation Process

Each year, management provides recommendations to the Compensation Committee regarding compensation program design and evaluations of executive and Company performance.

In particular, our Chief Financial Officer provides the Compensation Committee with information about our performance against the objective metrics set forth in the executive compensation performance program and the CEO provides the Compensation Committee with his subjective Compensation Adjustment Factor evaluation for the Other NEOs.

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

The CEO also provides the Compensation Committee with his views of the nature and extent of our performance against expectations.

While the Compensation Committee carefully considers all recommendations made by members of management, ultimate authority for all compensation decisions regarding our NEOs rests with the Compensation Committee and the Board.

Key Fiscal Year 2026 Executive Compensation Decisions and Actions

Key fiscal year 2026 executive compensation decisions and actions included the following:

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

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

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

Kao (the “SVP Operations Compensation Program”).

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

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

• Similar to the structure of such performance program for the participating Other NEOs utilized in the prior fiscal year, the FY2026 Performance Program for Other NEOs utilized base salary and fixed bonus (“Fixed Bonus”) components, as well as a performance-based annual incentive award, which is payable in the form of cash and service-based RSUs that generally vest over a period of four years.

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

◦ Primarily formula-based;

◦ Utilizes company performance metrics that are individualized based upon the role of the officer;

◦ Utilizes company performance metrics that are individualized based upon the role of the NEO;

SMCI | 2026 Form 10-K | 140

◦ Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year and percentage increase in worldwide revenue from the prior fiscal year.

1 unchanged sentence

• The FY2026 Performance Program for Other NEOs included the following elements:

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

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

the third KPI was given single weight.

These weightings are consistent with the weightings for Mr.

Weigand’s program for fiscal year 2024.

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

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

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

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

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

Clegg’s 2024 program.

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

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

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

Worldwide Revenue Growth and Stock Price Increase.

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

Kao’s 2024 program.

SMCI | 2025 Form 10-K | 138

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

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

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

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

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

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

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

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

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

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

Worldwide Revenue Performance (1x weighting), Worldwide Gross Margin (1x weighting), EPS (2x weighting), Inventory Reserves as Percentage of Revenue (2x weighting) and Material Weakness Remediation (1x weighting).

In addition, the Fixed Bonus component for Mr.

Weigand’s fiscal year 2026 compensation was 30% of his base salary (calculated as a Base Incentive Target (as defined below) of 10% of base salary multiplied by a Bonus Pool Multiplier (as defined below) of 3), consistent with the annual rate in place at the start of fiscal year 2025.

Xiao, four KPIs were included in his program, each with equal weight:

Worldwide Gross Margin, Engineering Change Orders Decline/Growth Rate, CPU Based Revenue as Percentage of Total Revenue and RMA Decline/Growth Rate.

In addition, the Fixed Bonus component for Mr.

Xiao’s fiscal year 2026 compensation was 16% of his base salary (calculated as a Base Incentive Target of 8% multiplied by a Bonus Pool Multiplier of 2), consistent with the annual rate in place at the start of fiscal year 2025.

Malyala, four KPIs were included in his program, with varying weights as follows:

Worldwide Revenue Growth (1x weighting), Customer Satisfaction (2x weighting), EMEA Connected Revenue Growth (2x weighting) and Percentage Growth in Direct Customer (2x weighting).

In addition, the Fixed Bonus component for Mr.

Malyala’s fiscal year 2026 compensation was 27% of his base salary (calculated as a Base Incentive Target of 9% multiplied by a Bonus Pool Multiplier of 3), compared with 24% of base salary (calculated as a Base Incentive Target of 8% multiplied by a Bonus Pool Multiplier of 3) for fiscal year 2025.

Clegg did not participate in the performance-based annual incentive program in fiscal year 2026.

The Fixed Bonus component for Mr.

Clegg’s fiscal year 2026 compensation was 20% of his base salary (calculated as a Base Incentive Target of 10% of base salary multiplied by a Bonus Pool Multiplier of 2), consistent with the annual rate in place at the start of fiscal year 2025.

While the Compensation Adjustment Factor is subjective and evaluated by the CEO, the CEO may consider not only each executive’s individual performance but also external factors, including performance relative to expectations and share price volatility, and make adjustments accordingly.

The Compensation Committee has noted that in recent fiscal years, performance has been highly volatile with respect to certain KPIs, and believes that the CEO should have discretion (on behalf of the Compensation Committee) to select a lower or higher result for the Compensation Adjustment Factor to manage overall compensation for the Other NEOs, rather than basing such factor solely on individual performance evaluations.

• Based on effective base salaries and the Compensation Committee’s review and certification of actual performance (as described further below) under the FY2026 Performance Program for Other NEOs, for fiscal year 2026:

Weigand received a Fixed Bonus amount of $179,203 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $194,255 and earned an aggregate grant of $777,020 in RSUs.

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

Clegg received a Fixed Bonus amount of $90,616 paid in semi-monthly installments during fiscal year 2025, and based on performance against fiscal year 2025 goals earned a cash payment of $139,534 and earned an aggregate grant of $139,534 in RSUs.

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

Kao received a Fixed Bonus amount of $65,864 paid in semi-monthly installments during fiscal year 2025, and based on performance against fiscal year 2025 goals earned a cash payment of $58,851 and earned an aggregate grant of $58,851 in RSUs.

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

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

The RSUs generally vest in annual installments over four years from July 1, 2026;

SMCI | 2026 Form 10-K | 141

Xiao received a Fixed Bonus amount of $78,989 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $68,127 and an aggregate grant of $68,127 in RSUs.

The RSUs generally vest in annual installments over four years from July 1, 2026;

Malyala received a Fixed Bonus amount of $136,811 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $259,943 and an aggregate grant of $259,943 in RSUs.

The RSUs vest in annual installments over four years from July 1, 2026;

Clegg received a Fixed Bonus amount of $22,654 paid in semi-monthly installments during fiscal year 2026 until his guaranteed bonus term ended on September 30, 2025.

• Base salaries for Mr.

Malyala were also adjusted during fiscal year 2026, effective as of January 1, 2026, to enhance retention value for key personnel and in recognition that their base salaries were at the lower end of the market for their roles.

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

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

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

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

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

Our last annual meeting of stockholders was held in April 2026 (the “Fiscal Year 2026 Annual Meeting”), and we provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2026 as disclosed in the proxy statement for such meeting.

At the meeting, stockholders representing approximately 93% of the stock present and entitled to vote on this “say-on-pay” proposal approved the compensation of our named executive officers.

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

SMCI | 2025 Form 10-K | 139

Role of Executive Officers in the Compensation Process

Each year, management provides recommendations to the Compensation Committee regarding compensation program design and evaluations of executive and Company performance.

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

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

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

The CEO also provided the Compensation Committee with his views of the nature and extent of our performance against expectations.

Fiscal Year 2026 CEO Compensation

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

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

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

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

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

This helped ensure Mr.

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

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

As described above, Mr.

Liang previously agreed to receive a de minimis annual base salary of $1.00 and no cash bonuses through June 30, 2026 in connection with the 2021 CEO Performance Award.

In connection with the 2023 CEO Performance Award, Mr.

Liang agreed to continue receiving a de minimis annual base salary of $1.00, with no cash bonuses, through the earlier of (1) the vesting of all tranches under the 2023 CEO Performance Award and (2) March 31, 2029.

Liang must also remain as our CEO (or such other position as he and the Board may agree) at the time each performance goal is met in order for the corresponding tranche to vest.

This condition is intended to help ensure Mr.

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

Discussion and Analysis of 2023 CEO Performance Award

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

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

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

Revenue Goals must have been achieved by June 30, 2026 (the “Revenue Performance Period”) and Stock Price Goals must have been achieved by September 30, 2026 (the “Stock Price Performance Period”).

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

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

SMCI | 2025 Form 10-K | 140

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

Revenue Goals (1)

Absolute Change From Revenue Reported for the Fiscal Year Ended Prior to the Grant of the CEO Performance Award (June 30, 2020) (2)

Achievement Status

20% Achieved (3)

$4.8 billion 44% Achieved (4)

$5.8 billion 74% Achieved (5)

$6.8 billion 104% Achieved (6)

$8.0 billion 140% Achieved (7)

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

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

(3) Achieved prior to fiscal year 2024.

Revenue reported for the four quarters ended December 31, 2021 was $4.17 billion.

(4) Achieved prior to fiscal year 2024.

Revenue reported for the four quarters ended June 30, 2022 was $5.20 billion.

(5) Achieved prior to fiscal year 2024.

Revenue reported for the four quarters ended September 30, 2022 was $6.02 billion.

(6) Achieved at the end of fiscal year 2023 and certified during fiscal year 2024.

Revenue reported for the four quarters ended June 30, 2023 was $7.1 billion.

(7) Achieved during fiscal year 2024.

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

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

Stock Price Goals (1)

Absolute Change in Stock Price from Grant Date Stock Price (2)

Absolute Change in Stock Price From $4.50 Exercise Price

Achievement Status

$4.50 32% 0% Achieved (3)

$6.00 76% 33% Achieved (4)

$7.50 120% 67% Achieved (5)

$9.50 179% 111% Achieved (6)

$12.00 252% 167% Achieved (7)

(1) Sustained stock price performance is required for each Stock Price Goal to be met, other than in connection with a change in control.

For each Stock Price Goal to be met, the sixty-trading day average stock price must equal or exceed the Stock Price Goal.

(2) Utilizes closing stock price of $3.41 per share on March 2, 2021.

(3) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from March 15, 2022 through June 8, 2022 was $4.51.

(4) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from July 19, 2022 through October 11, 2022 was $6.02.

(5) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from September 30, 2022 through December 23, 2022 was $7.54.

(6) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from January 20, 2023 through April 17, 2023 was $9.51 .

(7) Achieved prior to fiscal year 2024.

The sixty-trading day average stock price from March 6, 2023 through May 30, 2023 was $12.09 .

During the second quarter of fiscal year 2024, in light of the progression of achievement under the 2021 CEO Performance Award and in order to continue to motivate and incentivize Mr.

Liang, the Compensation Committee granted Mr.

Liang the 2023 CEO Performance Award in November 2023.

SMCI | 2026 Form 10-K | 142

Discussion and Analysis of 2023 CEO Performance Award

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

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

This culminated in the grant of the 2023 CEO Performance Award in November 2023.

The 2023 CEO Performance Award granted to Mr.

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

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

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

New Revenue Goals must be achieved by December 31, 2028 (the “New Revenue Performance Period") and New Stock Price Goals must be achieved by March 31, 2029 (the “New Stock Price Performance Period”).

3 unchanged sentences

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

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

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

Similar to the 2021 CEO Performance Award, Mr.

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

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

This helps ensure Mr.

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

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

In connection with the 2023 CEO Performance Award, the Compensation Committee extended the period during which Mr.

Liang would continue to receive a de minimis annual base salary of $1.00 (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through the earlier of (1) the date all tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029.

As described above, Mr.

Liang must also remain as our CEO (or such other position as he and the Board may agree) at the time each performance goal is met in order for the corresponding tranche to vest.

This condition is intended to help ensure Mr.

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

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

New Revenue Goals (1)

10 unchanged sentences

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

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

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

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

1 unchanged sentence

SMCI | 2026 Form 10-K | 143

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

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

New Stock Price Goals (1)

16 unchanged sentences

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

A New Revenue Goal and a New Stock Price Goal that are matched together can be achieved at different points in time and vesting will occur at the later of the achievement certification dates for such New Revenue Goal and New Stock Price Goal.

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

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

A New Revenue Goal and a New Stock Price Goal that are matched together may be achieved at different points in time, and vesting will occur upon the later of the Compensation Committee’s certification dates for the applicable New Revenue Goal and New Stock Price Goal.

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

There is no full acceleration of vesting of the 2023 CEO Performance Award as a result of a “change in control” (as defined in the Company’s Amended and Restated 2020 Equity and Incentive Compensation Plan (the “2020 Plan”)).

However, in connection with a change in control, whether any unvested tranches vest will depend solely on our attainment of the New Stock Price Goals (the New Revenue Goals will be disregarded).

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

To the extent that any tranche has not vested as of immediately before the effective time of the change in control and does not otherwise vest as a result of the change in control, such unvested tranche will be forfeited automatically as of the effective time of the change in control.

SMCI | 2026 Form 10-K | 144

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

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

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

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

FY2026 Performance Program for Other NEOs

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

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

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

Kao (the “SVP Operations Compensation Program”).

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

The structure of the FY2026 Performance Program remained the same as in fiscal year 2025.

The Compensation Committee believes the FY2026 Performance Program for Other NEOs furthers our executive compensation philosophy to link compensation to corporate and individual performance.

3 unchanged sentences

• Performance-based annual incentive award (“Performance Incentive Award”) which, for Mr.

Weigand, is payable 20% in the form of cash (the “Performance Cash”) and 80% in the form of service-based PRSUs and, for each of Mr.

Clegg and Mr.

Kao, is payable 50% in the form of Performance Cash and 50% in the form of PRSUs.

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

Weigand, is payable 20% in the form of cash (the “Performance Cash”) and 80% in the form of service-based RSUs and, for each of Mr.

Xiao, and Mr.

Malyala, is payable 50% in the form of Performance Cash and 50% in the form of service-based RSUs.

Such RSUs will generally vest in equal annual installments over a period of approximately four years, subject to continued employment.

The following table sets forth base salaries for each of Mr.

Clegg and Mr.

Kao at the end of fiscal year 2024 and 2025:

Malyala, and Mr.

Clegg at the end of fiscal years 2025 and 2026:

Name Principal Position During Fiscal Year 2026 End of Fiscal Year 2025 Base Salary Rate (1)(2)

1 unchanged sentence

Base Salary Rate (1)(2)

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

David Weigand Senior Vice President, Chief Financial Officer $ 568,898 $ 597,343 5.0 %

Jin Xiao (Tom Xiao) Senior Corporate Vice President of Engineering $ 448,800 $ 493,680 10.0 %

Vikranth Malyala Chief Business Officer $ 482,580 $ 608,051 26.0 %

Don Clegg Former Senior Vice President, Worldwide Sales (3)

$ 466,670 $ — — %

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

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

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

(1) The base salary amounts actually paid to each NEO for fiscal years 2025 and 2026 are disclosed in the Summary Compensation Table.

(2) For each of fiscal years 2025 and 2026, salary amounts disclosed in the Summary Compensation Table for each NEO differ from the amounts disclosed in the table above because of the timing of adjustments made to base salary.

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

Clegg, and Mr.

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

Clegg, and Mr.

Weigand and Mr.

For fiscal year 2026, such adjustments were effective January 1, 2026 for Mr.

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

Clegg retired on May 15, 2026, he had no base salary rate at the end of fiscal year 2026.

Adjustments to base salaries for Messrs.

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

SMCI | 2025 Form 10-K | 144

Xiao and Malyala were made during fiscal year 2026 after the Compensation Committee considered recommendations from the CEO, inflationary market conditions during the year and the likelihood that, even after prior adjustments, each such NEO's base salary remained below the market for comparable position at similar companies.

Fixed Bonus Component

Under the FY2026 Performance Program for Other NEOs, each of Mr.

Clegg and Mr.

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

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

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

Weigand and 20% for Mr.

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

In exercising his discretion, the CEO set Mr.

Kao’s Fixed Bonus component at the lower end of the range at 16% of his Base Salary for fiscal year 2024 to align such amount more closely to the bonus amount Mr.

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

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

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

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

Malyala, and Mr.

Clegg was entitled to receive a Fixed Bonus component payable in semi-monthly installments in the form of cash, which was based upon a percentage of base salary, and payable subject to continued service.

The Compensation Committee included the Fixed Bonus as a component of the FY2026 Performance Program for Other NEOs in recognition of the continued achievements and contributions of the Other NEOs to the Company.

SMCI | 2026 Form 10-K | 145

The Compensation Committee decided to retain the Fixed Bonus component for the FY2026 Performance Program for Other NEOs because the Compensation Committee believed the aggregate total cash compensation for the Other NEOs was likely to still be less than the market 50 th percentile for comparable positions.

The following table sets forth the total amount of Fixed Bonus received by the Other NEOs for fiscal year 2026:

Name Principal Position During Fiscal Year 2026

Fiscal Year 2025 Fixed Bonus Received

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

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

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

(as a % of Base Salary) Fiscal Year 2026 Fixed Bonus Received

David Weigand Senior Vice President, Chief Financial Officer 30% $179,203 (1)

Jin Xiao (Tom Xiao) Senior Corporate Vice President of Engineering 16% $78,989 (2)

Vikranth Malyala Chief Business Officer 27% $136,811 (3)

Don Clegg (4)

Former Senior Vice President, Worldwide Sales — $22,654 (4)

Weigand, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $597,343, which was his annual salary rate as of July 1, 2026.

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

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

Xiao, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $493,680, which was his annual salary rate as of July 1, 2026.

Malyala, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $506,709, which was his annual salary rate as of January 1, 2026.

This salary was again increased on May 11, 2026 to $608,051, which was his annual salary rate as of July 1, 2026.

Clegg, the Fixed Bonus was paid from July 1, 2025 to September 30, 2025.

As such, he had no Fixed Bonus as a percentage of Base Salary.

Performance Incentive Award

2 unchanged sentences

Any Performance Incentive Awards earned by Mr.

Weigand are payable 20% in cash and 80% in PRSUs, and any Performance Incentive Awards earned by either Mr.

Kao are payable 50% in cash and 50% in PRSUs.

The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the PRSUs are granted at approximately the same time, unless otherwise stated in this Annual Report.

The number of PRSUs granted to the participants is determined by dividing the value of the PRSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below.

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

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

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

Weigand are payable 20% in cash and 80% in RSUs, and any Performance Incentive Awards earned by Mr.

Malyala, or Mr.

Xiao are payable 50% in cash and 50% in RSUs.

The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the RSUs are granted at approximately the same time, unless otherwise stated in this Annual Report.

The number of RSUs granted to the participants is determined by dividing the value of the RSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below.

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

RSUs for the annual award are (for purposes of administration of shares available under the 2020 Plan) capped for each of Messrs.

Weigand, Xiao, and Malyala at a level unlikely to be earned.

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

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

• The Base Incentive Unit for fiscal year 2026 was set at 10% of base salary for Mr.

Weigand, at 8% for Mr.

Xiao and at 9% for Mr.

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

Weigand, the KPIs for fiscal year 2026 were based upon:

• Worldwide Revenue Performance, with a performance floor of $35.0 billion (KPI multiple of 0.0), a target of $40.0 billion (KPI multiple of 1.0) and a maximum of $50.0 billion (KPI multiple of 2.0), with performance between those levels scaled linearly.

* This KPI is “single weighted,” meaning that the achievement level against the worldwide revenue target is then used in the calculation of the aggregate Multiple as described above.

SMCI | 2026 Form 10-K | 146

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

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

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

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

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

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

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

• Worldwide Gross Margin with a target worldwide gross margin of 8% (KPI multiple of 1.0) and a maximum worldwide gross margin of 12% (KPI multiple of 2.5), with performance between those levels scaled linearly.

* This KPI is “single weighted,” meaning that the achievement level against the worldwide gross margin target is then used in the calculation of the aggregate Multiple as described above.

• EPS with a target EPS of $2.52 (KPI multiple of 1.0) and a maximum EPS of $3.50 (KPI multiple of 2.0), with performance between those levels scaled linearly.

* This KPI is “double weighted,” meaning that the achievement level against the EPS target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above

• Inventory Reserves as a Percentage of Revenue, which is based on minimizing inventory write-downs as a percentage of revenue.

A KPI multiple of 1.0 is achieved at 0.75%, increasing to 2.0 at 0.50% and 4.0 at 0.25%, with results scaled accordingly.

* This KPI is “double weighted,” meaning that the achievement level against the inventory reserves as a percentage of revenue target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above.

• Material Weakness Remediation, which is measured on an all-or-nothing basis.

A KPI multiple of 1.0 is achieved upon achievement of the specified remediation objective;

otherwise, no KPI multiple is earned.

* This KPI is “single weighted,” meaning that such full remediation of material weakness with clean internal controls opinion is then used in the calculation of the aggregate Multiple as described above.

◦ For fiscal year 2026, Mr.

Weigand was eligible to receive, based on the CEO’s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple.

See “— Key Fiscal Year 2026 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

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

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

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

A list of potential long-term investors at the end of fiscal year 2023 had been identified based upon certain SEC filings made by such investors, and the foregoing evaluation criteria was then applied to such list.

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

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

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

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

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

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

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

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

Xiao, the KPIs for fiscal year 2026 were based upon:

* This KPI is “single weighted,” meaning that the achievement level against the worldwide gross margin target is then used in the calculation of the aggregate Multiple as described above.

• Engineering Change Orders Decline/Growth, which is based on the change in Engineering Change Orders (“ECOs”) relative to the prior-year level.

A KPI multiple of 1.0 is achieved when ECOs remain at the baseline level (i.e., no change from the prior fiscal year).

The KPI multiple decreases to 0.0 if ECOs increase by 10% or more, and increases to 2.0 if ECOs decline by 10% or more, with performance between those levels scaled accordingly.

* This KPI is “single weighted,” meaning that the achievement level against the Engineering Change Orders Decline/Growth Rate target is then used in the calculation of the aggregate Multiple as described above.

SMCI | 2026 Form 10-K | 147

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

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

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

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

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

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

• CPU-Based Revenue, which is based on the change in CPU-based revenue as a percentage of total revenue relative to the fiscal year 2025 level.

A KPI multiple of 1.0 is achieved when the percentage is equal to the fiscal year 2025 level.

A KPI multiple of 2.0 is achieved when the percentage is 5% higher than the fiscal year 2025 level, while performance below the fiscal year 2025 level results in a KPI multiple of 0.0, with performance between those levels scaled accordingly.

* This KPI is “single weighted,” meaning that the achievement level against the CPU based revenue as a percentage of total revenue target is then used in the calculation of the aggregate Multiple as described above.

• RMA Decline/Growth Rate, which is based on the year-over-year change in RMAs.

A KPI multiple of 1.0 is achieved when there is no change from the prior fiscal year.

The KPI multiple decreases to 0.0 if RMAs increase by 10% or more, and increases to 2.0 if RMAs decline by 10% or more, with performance between those levels scaled accordingly.

* This KPI is “single weighted,” meaning that the achievement level against the RMA Decline/Growth Rate target is then used in the calculation of the aggregate Multiple as described above.

◦ For fiscal year 2026, Mr.

Xiao was eligible to receive, based on the CEO’s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 point of rating counting as 1.00 towards the determination of the final aggregate Multiple.

See “— Key Fiscal Year 2026 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

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

Clegg in fiscal year 2025.

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

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

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

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

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

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

Malyala, the KPIs for fiscal year 2026 were based upon:

* This KPI is “single weighted,” meaning that the achievement level against the worldwide revenue target is then used in the calculation of the aggregate Multiple as described above.

• Customer Satisfaction, based on the Net Promoter Score (“NPS”), with a performance floor of 50 points (KPI multiple of 0.0), a target of 54 points (KPI multiple of 1.0) and a maximum of 58 points (KPI multiple of 2.0), with performance between those levels scaled accordingly.

* This KPI is “double weighted,” meaning that the achievement level against the NPS target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above.

• EMEA Connected Revenue Growth, which is based on EMEA revenue performance relative to the fiscal year 2025 level.

A KPI multiple of 1.0 is achieved at 82% performance relative to the fiscal year 2025 level.

The KPI multiple increases progressively as performance improves, reaching 1.25 at 88%, 1.50 at 94%, 1.75 at 100%, and 2.0 at 105%, with performance between those levels scaled accordingly.

* This KPI is “double weighted,” meaning that the achievement level against the EMEA revenue performance target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above.

• Percentage Growth in Direct Customer, which is based on growth in the number of direct customers relative to the fiscal year 2025 level.

A KPI multiple of 1.0 is achieved upon a 30% increase in direct customers relative to the fiscal year 2025 level.

The KPI multiple increases progressively as performance improves, reaching 1.5 at 40%, 2.0 at 50%, 3.0 at 75%, 4.0 at 100%, 5.0 at 125%, and 6.0 at 150%, with performance between those levels scaled accordingly.

SMCI | 2026 Form 10-K | 148

* This KPI is “double weighted,” meaning that the achievement level against the direct customer growth target is multiplied by two, and that resulting amount is then used in the calculation of the aggregate Multiple as described above.

◦ For fiscal year 2026, Mr.

Malyala was eligible to receive, based on the CEO’s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 point of rating counting as 1.00 towards the determination of the final aggregate Multiple.

See “— Key Fiscal Year 2026 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

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

A decrease in stock price, number of long-term investors, number of our Top 3,000 Customers, number of our Top 300 Customers, or worldwide revenue from the prior fiscal year (as may be applicable) results in a multiple of zero for that KPI for purposes of determining the aggregate Multiple.

For these purposes, worldwide revenue is defined as our net sales for the fiscal year as reported in our consolidated financial statements.

In addition, for Mr.

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

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

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

SMCI | 2025 Form 10-K | 147

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

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

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

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

The number of RSUs granted is determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the RSUs portion by the sixty-trading day average closing stock price of our common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU).

RSUs generally vest over a period of four years from the date of grant, subject to continued employment.

Measurement of Fiscal Year 2026 Performance against the Performance Incentive Award .

1 unchanged sentence

Performance Measure Achievement Weighting Factor Final Weighted Score

Stock Price Increase KPI

' 0% (or 0) (1)

Long-Term Investor Increase KPI

21% (or 0.21) (2)

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

Worldwide Revenue Performance 80% (1)

Worldwide Gross Margin 190% (2)

Inventory Reserve as Percentage of Revenue 216% (4)

Material Weakness Remediation 0% (5)

Compensation Adjustment Factor

3 unchanged sentences

Performance Cash Payout Value (20%)

PRSUs Payout Value (80%)

Number of PRSUs Granted

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

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

RSUs Payout Value (80%)

Number of RSUs to be Granted 24,093

(1) In our consolidated financial statements, we recorded revenues of $22.0 billion and $39.1 billion for fiscal year 2025 and fiscal year 2026, respectively.

(2) The worldwide gross margin decreased to 10.8% in fiscal year 2026, from 11.1% in fiscal year 2025.

(3) The basic EPS increased to $3.65 in fiscal year 2026, from $1.77 in fiscal year 2025.

Diluted EPS increased to $3.26 in fiscal year 2026, from $1.68 in fiscal year 2025.

(4) In our consolidated financial statements, the inventory reserve as percentage of revenue decreased to 0.48% in fiscal year 2026 from 1.06% in fiscal year 2025.

(5) The Company did not achieve full remediation of material weakness with clean internal controls opinion.

(6) Based upon the CEO’s evaluation.

2 unchanged sentences

Performance Measure Achievement Weighting Factor Final Weighted Score

Top 3,000 Customers KPI

55% (or 0.55) (1)

Top 300 Customers KPI

100% (or 1.00) (2)

Worldwide Revenue KPI

47% (or 0.47) (3)

Inventory KPI

0% (or 0) (4)

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

Worldwide Gross Margin 190% (1)

Engineering Change Orders Decline/Growth Rate 0% (2)

CPU based Revenue 0% (3)

RMA Decline/Growth Rate 0% (4)

Compensation Adjustment Factor

3 unchanged sentences

Performance Cash Payout Value (50%) $68,127

PRSUs Payout Value (50%)

Number of PRSUs to be Granted

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

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

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

(4) The final weighted score for this performance measure was determined to be zero.

In our consolidated financial statements, we recorded a $67.9 million increase in inventory reserve charges between fiscal year 2024 and fiscal year 2025.

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

RSUs Payout Value (50%) $68,127

Number of RSUs to be Granted 2,112

(1) The worldwide gross margin decreased to 10.8% in fiscal year 2026, from 11.1% in fiscal year 2025.

(2) Engineering Change Orders increased by approximately 30% year-over-year in fiscal year 2026.

(3) CPU based revenue in certain processor categories decreased compared with fiscal year 2025.

(4) RMA did not decline adequately in fiscal year 2026.

(5) Based upon the CEO’s evaluation.

Xiao was appointed midway through fiscal year 2026 and was therefore eligible for 50% of the performance bonus, representing six months of service.

The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2026 performance for Mr.

Performance Measure Achievement Weighting Factor Final Weighted Score

Stock Price Increase KPI 0% (or 0) (1)

Worldwide Revenue KPI 47% (or 0.47) (2)

World Wide Revenue Growth 80% (1)

Customer Satisfaction 50% (2)

EMEA Connected Revenue Growth 80% (3)

Percentage Growth in Direct Customer 150% (4)

Compensation Adjustment Factor 5.00 (5)

3 unchanged sentences

Performance Cash Payout Value (50%) $259,943

PRSUs Payout Value (50%) $58,851

Number of PRSUs to be Granted

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

RSUs Payout Value (50%) $259,943

Number of RSUs to be Granted 8,060

(1) In our consolidated financial statements, we recorded revenues of $22.0 billion and $39.1 billion for fiscal year 2025 and fiscal year 2026, respectively.

(2) Customer satisfaction increased by approximately 50% year over year in fiscal year 2026, based on mid-year results and an estimate for the second half of fiscal year 2026.

(3) EMEA connected revenue increased by approximately 65% year-over-year in fiscal year 2026.

(4) The number of direct customers increased by approximately 50% year-over-year in fiscal year 2026.

(5) Based upon the CEO’s evaluation.

SMCI | 2025 Form 10-K | 149

Other Equity-Based Incentive Compensation

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

Other NEOs are also eligible to receive other equity-based incentive compensation, along with other non-executive persons eligible for awards under the 2020 Plan.

SMCI | 2026 Form 10-K | 150

For such Other NEOs participating in the FY2026 Performance Program, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation.

We believe that equity-based awards also align the interests of an NEO with those of our stockholders.

They also provide NEOs a significant, long-term interest in our success and help retain key NEOs in a competitive market for executive talent.

The 2020 Plan authorized the Compensation Committee to grant stock options and other equity-based awards to eligible NEOs.

We believe that equity-based awards align the interests of an NEO with those of our stockholders, provide NEOs a significant, long-term interest in the Company’s success and help retain key NEOs in a competitive market for executive talent.

The number of shares owned by, or subject to equity-based awards held by, each NEO is periodically reviewed and additional awards are considered based upon a generalized assessment of past performance, expected future performance and the relative holdings of executive officers.

1 unchanged sentence

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

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

For fiscal year 2026, the Compensation Committee approved awards of service-based stock options and RSUs to NEOs as outlined in the table below (in addition to the Performance Incentive Award RSUs discussed in the preceding section).

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

1 unchanged sentence

13,000 Recognition grant

11,964 Performance grant

Don Clegg RSUs (1)

Stock Options (2)

30,622 Refresh grant

13,780 Refresh grant

10,000 Recognition grant

7,542 Performance grant

George Kao RSUs (1)

Jin Xiao (Tom Xiao) RSUs (1)

8,000 Recognition grant

Vikranth Malyala RSUs (1)

12,000 Recognition grant

15,000 Recognition grant

Don Clegg Stock Options (2)

12,440 Refresh grant

Stock Options (4)

3,500 Recognition grant

5,598 Refresh grant

2,412 Performance grant

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

Weigand, Clegg, and Kao.

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

The vesting schedule, however, for Messrs.

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

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

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

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

(2) These RSUs were earned by Messrs.

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

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

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

(3) These RSUs were part of Mr.

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

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

(4) These stock options were part of Mr.

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

Subject generally to Mr.

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

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

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

(1) Such grants were part of a special recognition grant made to a broad set of employees, which included Messrs.

Weigand, Xiao, Malyala, and Clegg, and were granted on February 7, 2026 for Messrs.

Weigand, Xiao, and Clegg and on January 27, 2026 for Mr.

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

The RSUs for Messrs.

Weigand, Xiao, Malyala, and Clegg vest 50% on February 17, 2026 and 50% on August 17, 2026, and were intended to recognize and reward the Company’s general assessment of awardees’ recent collective achievement for and contributions to the Company.

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

(2) Such stock options were part of Mr.

Weigand's and Mr.

Clegg's regular periodic refresh grant cycle, and were granted on May 8, 2026 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($35.37).

Subject generally to their continued service, such stock options vest and become exercisable at the rate of 25% of the shares on May 8, 2027, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter.

The particular size of the stock option grants to them was determined based upon the recommendation of the CEO, which was reviewed and approved by the Compensation Committee.

(3) Such RSUs were part of Mr.

Weigand's and Mr.

Clegg’s regular periodic refresh grant cycle, and were granted on May 8, 2026.

These RSUs generally vest at the rate of 25% of the total number of units on May 10, 2027, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter.

See the table above for additional information with respect to this refresh grant.

(4) Such RSUs were part of a special recognition grant made to selected individual employees, which included Mr.

Weigand and Mr.

Malyala and were granted on June 17, 2026.

The RSUs vest 50% on June 17, 2026 and 50% on December 17, 2026, respectively, and were intended to recognize and reward the Company’s general assessment of awardees’ (including Mr.

Weigand’s and Mr.

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

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

Weigand and Mr.

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

Stock Ownership Guidelines

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

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

provided, however, that for so long as the CEO is Mr.

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

Under the Guidelines, non-employee directors

SMCI | 2025 Form 10-K | 150

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

The Company maintains stock ownership guidelines that apply to the CEO and our non-employee directors (the “Guidelines”).

Under the Guidelines, Mr.

Liang currently has a target holding of three times his then-current base salary as in effect immediately prior to the grant of his 2021 CEO Performance Award.

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

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

SMCI | 2026 Form 10-K | 151

Under the Guidelines, each target is expected to be attained by the later of (1) five years from the effective date of the Guidelines or (2) five years from the effective date of a covered person’s assumption of the applicable role or responsibilities (or applicable designation as a covered person with a specific stock ownership target by the Compensation Committee) subjecting the covered person to the then-applicable stock ownership target.

1 unchanged sentence

Once a covered person has initially achieved his or her stock ownership target, the covered person will be considered to continue to be in compliance with the Guidelines unless as of the annual measurement the covered person’s common stock ownership drops to less than 85% of the covered person’s stock ownership target (in which case the covered person will have one year to again achieve compliance with the Guidelines).

Annual compliance with the stock ownership target will be measured, for each fiscal year, at the end of such fiscal year.

Compliance with the stock ownership targets at any point in time will be based on the average closing price for the common stock for the immediately prior 60 days.

For purposes of determining compliance with the stock ownership target, the following holdings by the covered person and his or her immediate family members sharing his or her household will be considered the equivalent of owning the corresponding applicable underlying common stock:

2 unchanged sentences

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

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

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

Giordano and Mr.

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

As of June 30, 2026, each of the covered persons subject to the Guidelines had either met his or her stock ownership target or was within the applicable five-year phase in period.

Stock Retention Policy

We have adopted a stock retention policy which requires that our CEO hold a significant portion of the shares of our common stock acquired under our equity incentive plans for at least 36 months.

Generally, under the policy, the CEO must retain at least 50% of all “net” shares received (“net” shares means those shares remaining after the sale or withholding of shares in payment of the exercise price, if applicable, and withholding taxes) for at least 36 months following the date on which an equity award is vested, settled or exercised, as applicable.

We have adopted a stock retention policy which requires our CEO to retain at least 50% of all “net” shares received (“net” shares means those shares remaining after the sale or withholding of shares in payment of the exercise price, if applicable, and withholding taxes) for at least 36 months following the date on which an equity award is vested, settled or exercised, as applicable.

In addition, in connection with the 2023 CEO Performance Award granted to our CEO in fiscal year 2024, the Board required a restriction on the sale of any shares issued upon the exercise of the options associated with such award until November 14, 2026.

8 unchanged sentences

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

SMCI | 2025 Form 10-K | 151

Scheduled Awards :

1 unchanged sentence

Examples of such Scheduled Awards include:

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

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

The grant of the equity component of director compensation in connection with annual director service.

SMCI | 2026 Form 10-K | 152

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

4 unchanged sentences

The Company’s Insider Trading Policy provides for a trading window (the “Trading Window”) which generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the second month of a fiscal quarter (i.e., the last day of August, November, February and May).

Our Insider Trading Policy prohibits our directors, executive officers, employees and contractors from engaging in any transactions in publicly traded options, such as puts and calls, and other derivative securities, including any hedging or similar transaction, with respect to our common stock.

The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of the options to be equal to the closing price of our common stock on the grant date.

During fiscal year 2025, Mr.

Kao received Biennial Awards as refresh grants that included both stock options and RSUs The awards were approved at the October 30, 2024 Quarterly Meeting, and became effective on November 8, 2024, the first full trading day after the Trading Window was opened on November 7, 2024, following the Company’s disclosure on November 5, 2024 of its preliminary results for the first fiscal quarter ended on September 30, 2024.

On November 13, 2024, we filed a Form NT 10-Q disclosing that we would not be able to file timely our Quarterly Report on Form 10-Q for the first fiscal quarter ended September 30, 2024.

We subsequently filed that report, along with our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our Quarterly Report on Form 10-Q for our second fiscal quarter ended December 31, 2024, on February 25, 2025.

The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of any options granted to be equal to the closing price of our common stock on the grant date.

During fiscal year 2026, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:

4 unchanged sentences

(a) (b) (c) (d) (e) (f)

Charles Liang N/A N/A N/A N/A N/A

David Weigand N/A

N/A N/A N/A N/A

SMCI | 2025 Form 10-K | 152

Don Clegg N/A N/A N/A N/A N/A

George Kao 11/8/2024 32,629 $ 24.52 $15.66 (1)

David Weigand 5/8/2026 30,622 $ 35.37 $24.94 (1)

Don Clegg 5/8/2026 12,440 $ 35.37 $24.94 (1)

(1) The amount disclosed represents the grant date fair value of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model.

Assumptions used in the calculation of this amount are included in Part II, Item 8, “Financial Statements and Supplementary Data”, and, Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the consolidated financial statements for fiscal year 2025 included in this Annual Report on Form 10-K.

(2) Represents the percentage decrease in the market price of our common stock between (x) November 12, 2024 (the trading day ending immediately prior to November 13, 2024, which was the day we filed a Form NT 10-Q disclosing that we would not be able to file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 on a timely basis) and (y) November 14, 2024 (the trading day immediately following November 13, 2024).

Assumptions used in the calculation of this amount are included in Part II, Item 8, “Financial Statements and Supplementary Data", Note 12, “Stock-based Compensation” in the notes to the consolidated financial statements included in this Annual Report.

(2) Represents the percentage decrease in the market price of our common stock between (x) May 11, 2026 (the trading day ending on May 11, 2026, which was the day we filed a Quarterly Report on Form 10-Q for the quarter ended March 31, 2026) and (y) May 12, 2026 (the trading day immediately following May 11, 2026).

Clawback Policy

Prior to calendar year 2023, we established a recoupment policy applicable to our NEOs (the “Recoupment Policy”).

Under the Recoupment Policy, if we are required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under United States securities laws, the Compensation Committee shall be entitled to have us recover from any current or former executive officer any excess incentive-based compensation received by such person during the three-year period prior to the date on which we are required to prepare the restatement.

This Recoupment Policy applies to both equity-based and cash-based incentive compensation awards.

The “excess incentive-based compensation” is the difference between the actual amount that was paid, and the amount that would have been paid under the restated financial results.

During fiscal year 2024, in light of new rules promulgated by Nasdaq National Market and SEC requirements, we adopted a new compensation clawback policy effective October 25, 2023 (the “New Clawback Policy”) which complies with the required standards.

The New Clawback Policy provides for the prompt recovery or clawback of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws.

This includes restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid.

Incentive-based compensation potentially subject to recovery under the New Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures.

In general, we may utilize a broad range of recoupment methods under the New Clawback Policy.

The New Clawback Policy does not condition clawback on the fault of the executive officer, but we are not required to clawback amounts only in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expenses paid to a third party in an effort to enforce the New Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations.

Amounts received prior to the adoption of the New Clawback Policy continue to be governed by the Recoupment Policy.

We may not indemnify any such executive officer against the loss of such recovered compensation.

We maintain a recoupment policy applicable to our NEOs (the “Clawback Policy”) consistent with applicable law and Nasdaq Rules.

The Clawback Policy provides for the prompt recovery or clawback of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws.

Amounts received prior to the adoption of the Clawback Policy continue to be governed by the Company’s prior recoupment policy in effect prior to October 2023.

Other Benefits

Health and Welfare Benefits.

Our NEOs receive the same health and welfare benefits as we offer to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage, flexible spending account participation and holiday pay.

SMCI | 2026 Form 10-K | 153

flexible spending account participation and holiday pay.

The same contribution amounts, percentages and plan design provisions are applicable to all employees.

5 unchanged sentences

We do not provide perquisites or personal benefits to any of our NEOs.

SMCI | 2025 Form 10-K | 153

Employment Arrangements, Severance and Change of Control Benefits.

We have not entered into employment agreements with any of our NEOs.

Each of Messrs.

Clegg, Kao and Weigand currently has a signed offer letter which provides for at-will employment.

Each such offer letter provides for an initial Base Salary rate, an initial stock option grant and rights to participate in our employee benefit plans as described above.

We do not have any written employment arrangements with Mr.

Other than as described in the following sentence, we do not have any arrangements with any of our NEOs that provide for any severance or other benefits in the event of termination or change of control of our Company.

See also - “Fiscal Year 2023 Potential Payments Upon Termination or Change of Control.” Both the 2021 CEO Performance Award and 2023 CEO Performance Award have certain provisions related to the treatment of such award in the event of a change of control of our Company.

We do not have any arrangements with any of our NEOs that provide for any severance or other benefits in the event of termination or change of control of our Company.

See also “Fiscal Year 2026 Potential Payments Upon Termination or Change of Control.” The 2023 CEO Performance Award contains certain provisions related to the treatment of such award in the event of a change of control of our Company.

In connection with Mr.

Clegg’s retirement from his position as Senior Vice President of Worldwide Sales, effective May 15, 2026, the Company entered into the Clegg Consulting Agreement.

Pursuant to the Clegg Consulting Agreement, Mr.

Clegg will provide consulting services to the Company for a six-month term ending November 15, 2026, unless otherwise renewed by the Company, for a monthly consulting fee of $19,450 for up to 40 hours of services per month.

The scope of Mr.

Clegg’s consulting services includes working with the CEO and Company management to facilitate a smooth transition in the areas of sales, advising executives and senior management on historical matters relevant to the development of Company plans and providing internal consultation on corporate sales-related projects.

The Clegg Consulting Agreement may be terminated by either party upon 30 days’ advance written notice and includes customary confidentiality, non-competition and insider trading obligations.

Tax and Accounting Considerations.

4 unchanged sentences

We expect to continue to design and maintain executive compensation arrangements that we believe will attract and retain the executive talent that we need to compete successfully, even if in certain cases such compensation is not deductible for federal income tax purposes.

We account for equity compensation paid to our employees in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock-Compensation (“ASC Topic 718”), which requires us to estimate and record expenses for each award of equity compensation over the service period of the award.

We intend that our plans, arrangements and agreements will be structured and administered in a manner that complies with (or is exempt from) the requirements of Section 409A of the Code.

Participation in, and compensation paid under, our plans, arrangements and agreements may, in certain instances, result in the deferral of compensation that is subject to the requirements of Section 409A.

If our plans, arrangements and agreements as administered fail to meet certain requirements under or exemptions from Section 409A, compensation earned thereunder may be subject to immediate taxation and tax penalties.

The Compensation Committee believes that our compensation philosophy and programs are designed to foster a performance-oriented culture that aligns our named executive officers’ interests with those of our stockholders.

The Compensation Committee also believes that the compensation of our named executive officers is both appropriate and responsive to the goal of building stockholder value.

Compensation Committee Report

4 unchanged sentences

SMCI | 2026 Form 10-K | 154

Fiscal Year 2025 Summary Compensation Table

The following table sets forth information concerning the reportable compensation for our NEOs for the fiscal years ended 2025, 2024, and 2023, as applicable.

FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE

Summary Compensation Table

The following table sets forth information concerning the reportable compensation for our NEOs for the fiscal years ended June 30, 2026, 2025, and 2024, as applicable.

SUMMARY COMPENSATION TABLE

Name and Principal

1 unchanged sentence

Charles Liang 2026 1 — — — — 1

President, Chief Executive Officer

and Chairman of the Board

2024 1 — — 28,094,976 — 250 28,095,227

President, Chief Executive Officer and Chairman of the Board 2025 1 — — — — 1

2024 1 — — 28,094,976 — 28,094,977

David Weigand 2026 580,976 126,853 1,418,679 763,602 294,695 3,184,805

Senior Vice President, Chief Financial Officer and Chief Compliance Officer

Senior Vice President, Chief Financial Officer

2025 557,958 180,979 1,166,317 — 55,637 1,960,891

2024 540,505 191,245 3,456,617 5,254,101 110,060 9,552,528

Jin Xiao (Tom Xiao) 2026 481,631 19,747 275,040 — 109,452 885,870

Senior Corporate Vice President of Engineering 2025 438,115 45,447 969,057 1,136,098 — 2,588,717

2024 424,287 57,374 405,072 — — 886,733

Vikranth Malyala 2026 531,571 89,355 881,195 — 391,240 1,893,361

Senior Vice President, Chief Business Officer 2025 471,090 339,475 1,465,009 3,513,334 131,297 5,920,205

2024 480,344 346,851 455,692 1,159,911 — 2,442,798

Don Clegg (6)

Senior Vice President, Worldwide Sales 2024 448,722 112,817 2,295,602 2,624,889 277,510 250 5,759,790

2026 475,336 — 447,818 310,209 139,534 1,372,897

George Kao 2025 417,823 69,822 813,363 510,915 58,851 541 1,871,315

Senior Vice President, Operations 2024 407,691 68,823 343,181 — 88,751 250 908,696

Former Senior Vice President, Worldwide Sales 2025 426,474 109,384 661,883 — 139,534 1,337,275

2024 448,722 112,817 2,295,602 2,624,889 277,510 5,759,540

(1) Amounts disclosed under “Salary” for fiscal year 2026 include leave pay earned by the named executive officers.

(2) Amounts disclosed under “Bonus” for fiscal year 2025 reflect, as applicable, fixed amount bonuses, special bonuses, profit sharing amounts, holiday bonuses and/or our sales bonus program, all as further described above in the CD&A.

(3) Amounts disclosed for fiscal year 2025 represent the grant date fair values of RSU awards granted during fiscal year 2025 calculated in accordance with ASC Topic 718 and are based on the closing market price of our common stock on the date of grant.

Amounts also include the fair values of the PRSU portion of Messrs.

Weigand, Clegg, and Kao’s Performance Incentive Awards for fiscal year 2025 (based on the 60 trading day average closing price of our common stock), which were granted in August 2025.

(4) The amount disclosed for fiscal year 2025 represents the grant date fair values of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model.

Clegg, the amount disclosed under “Salary” for fiscal year 2026 reflects his base salary prorated for his period of service as an employee through his retirement on May 15, 2026, and also includes a consulting fee of $29,175 pursuant to the Independent Contractor Agreement, effective as of May 16, 2026, between the Company and Mr.

(2) Amounts disclosed under “Bonus” for fiscal year 2026 reflect fixed amount bonuses as further described above in the CD&A.

(3) Amounts disclosed for fiscal year 2026 represent the grant date fair values of RSU awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718.

The fair values of the RSU portion of Messrs.

Weigand, Xiao, and Malyala’s Performance Incentive Awards for fiscal year 2026 is calculated using the 60 trading day average closing price of our common stock on the date of grant.

The fair value of all other RSUs is based on the closing price of our common stock on the date of grant.

(4) Amounts disclosed for fiscal year 2026 represent the grant date fair values of stock option awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model.

(5) Amounts disclosed for fiscal year 2026 represent payouts of the cash portion of Messrs.

Weigand, Clegg, and Kao’s Performance Incentive Awards for fiscal 2025, as further described above in CD&A.

(6) Amounts for fiscal year 2025 represent a gift card provided to each of Messrs.

Liang, Weigand, Clegg, and Kao, as well as a health check-up benefit to Mr.

Weigand, Xiao, and Malyala’s Performance Incentive Awards for fiscal 2026, as further described above in CD&A.

Clegg retired from his position as Senior Vice President, Worldwide Sales effective May 15, 2026 and is currently providing services to the Company as a consultant.

Accordingly, the amounts reported for Mr.

Clegg for fiscal year 2026 reflect his compensation for service as an employee through May 15, 2026 and as a consultant for the remainder of the fiscal year.

SMCI | 2026 Form 10-K | 155

2 unchanged sentences

FISCAL YEAR 2026 GRANTS OF PLAN-BASED AWARDS TABLE

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Estimated Possible Payouts Under Equity Incentive Plan Awards

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)

Estimated Possible Payouts Under Equity Incentive Plan Awards

All Other Stock Awards:

9 unchanged sentences

5/8/2026 — — — — — — — 30,622 35.37 763,602

Don Clegg 10/30/2024 — — — — — — 6,000 — — 198,420

5/8/2026 — — — — — — 13,780 — — 487,399

1 unchanged sentence

8/26/2025 — — — — — — 4,656 — — 206,540

George Kao 10/30/2024 — — — — — — 5,000 — — 165,350

Jin Xiao (Tom Xiao) 8/27/2026 49,368 88,862 (1)

133,294 1,531 2,755 4,133 — — — —

2/7/2026 — — — — — — 8,000 — — 275,040

Vikranth Malyala 8/27/2026 75,018 273,623 (1)

615,651 2,326 8,484 19,090 — — — —

1 unchanged sentence

1/27/2026 — — — — — — 12,000 — — 374,400

(1) Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures.

8/26/2025 — — — — — — 2,031 — — 90,095

Don Clegg 5/8/2026 — — — — — — — 12,440 35.37 310,209

5/8/2026 — — — — — — 5,598 — — 198,001

2/7/2026 — — — — — — 3,500 — — 120,330

8/26/2025 — — — — — — 2,919 — — 129,487

(1) The amounts in this column represent the cash portion of the Performance Incentive Award that was eligible to be earned for fiscal year 2026.

As further described in CD&A, each of Messrs.

Weigand, Clegg and Kao received a Performance Incentive Award for fiscal year 2025 payable for Mr.

Weigand 20% in cash and 80% in PRSUs, and payable for Mr.

Clegg and Mr.

Kao 50% in cash and 50% in PRSUs, which PRSUs will vest over four years from July 1, 2025.

Based on the design of the Performance Incentive Award, there was no target or maximum cash amount to be earned, and no target number of PRSUs to be earned, but the actual amount of the award was equal to $56,890 for Mr.

Weigand, $46,667 for Mr.

Clegg, and $33,920 for Mr.

Kao, and the award was capped at a payout of no more than 2,500,000 RSUs.

The cash portions earned by Messrs.

Weigand, Clegg and Kao are reported in the “Non-Equity Incentive Plan Compensation” column of the Fiscal Year 2025 Summary Compensation Table, and the fair values of the RSU portions disclosed in this table are included in the “Stock Awards” column of the Fiscal Year 2025 Summary Compensation Table.

The actual PRSUs earned by Messrs.

Weigand, Clegg and Kao for their Performance Incentive Awards were granted in August 2025, as disclosed in CD&A above.

Weigand, Xiao, Malyala and Clegg was eligible to earn a Performance Incentive Award for fiscal year 2026 payable for Mr.

Weigand 20% in cash and 80% in RSUs, and payable for Mr.

Xiao, Malyala and Clegg 50% in cash and 50% in RSUs, which vest over four years from July 1, 2026.

Clegg’s award was prorated based on his period of service as an employee through his retirement on May 15, 2026.

Under the terms of the Performance Incentive Award, there is no threshold or maximum cash amount to be earned.

See “—Compensation Discussion and Analysis—FY2026 Performance Program for Other NEOs— Performance Incentive Award” for additional information regarding the Performance Incentive Award.

(2) Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures.

See footnotes (2) and (3) to the Summary Compensation Table for more information.

Grants made in fiscal year 2026 are described more fully in the “Compensation Discussion and Analysis” section of this Annual Report.

More information concerning the terms of the employment arrangements, if applicable, in effect with our named executive officers during fiscal year 2025 is provided under “Employment Arrangements, Severance and Change of Control Benefits” under the “Compensation Discussion and Analysis” section.

Outstanding Equity Awards at 2026 Fiscal Year-End

5 unchanged sentences

Unexercised Options (#)

Exercisable Number of

Exercisable (1)

Unexercisable Equity Incentive Plan Awards:

27 unchanged sentences

— — — — 13,780 (12)

Don Clegg 15,000 — — 3.03 8/4/2030 — — — —

— — — — 5,000 (13)

Jin Xiao (Tom Xiao) 73,500 — — 3.85 4/27/2031 — — — —

58,200 — — 2.24 4/30/2029 — — — —

6 unchanged sentences

— — — — — 4,000 (11)

Vikranth Malyala 83,900 — — 3.85 4/27/2031 — — — —

100,000 — — 3.95 1/25/2032 — — — —

12,650 — — 2.70 8/2/2027 — — — —

George Kao 120,000 — — 2.70 8/2/2027 — — — —

58,200 — — 2.24 4/30/2029 — — — —

8 unchanged sentences

— — — — — 8,450 (17)

— — — — — 2,440 (7)

SMCI | 2026 Form 10-K | 157

— — — — — 4,239 (9)

— — — — — 13,661 (18)

— — — — — 2,031 (10)

— — — — — 6,000 (11)

— — — — — 7,500 (13)

Don Clegg (19)

15,000 — — 3.03 8/4/2030 — — — —

36,300 — — 5.30 5/5/2032 — — — —

27,100 27,110 (4)

— 78.27 5/3/2034 — — — —

— 35.37 5/8/2036 — — — —

— — — — — 7,960 (6)

— — — — — 1,600 (7)

— — — — — 1,320 (7)

— — — — — 10,300 (8)

— — — — — 5,657 (9)

— — — — — 2,919 (10)

— — — — — 1,750 (11)

— — — — — 5,598 (12)

SMCI | 2026 Form 10-K | 158

(1) Represents fully vested stock options that remain outstanding and unexercised of June 30, 2026.

(2) Represents the closing stock price per share of our common stock as of June 30, 2026 ($29.33) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2026.

(2) These stock options are performance-based and shall vest and become exercisable depending upon the degree of satisfaction of both the Stock Price Goals and Revenue Goals discussed above in CD&A.

The Stock Price Goals must be achieved on or prior to March 31, 2029 and the Revenue Goals must be achieved on or prior to December 31, 2028.

The options vest in tranches of 1,000,000 shares each only when coordinating Stock Price Goals and Revenue Goals are achieved.

As of June 30, 2025, the first four tranches (4,000,000 shares) had vested, but the fifth tranche (1,000,000) had not.

For more detail, see the discussion of the 2023 CEO Performance Award in the Compensation Discussion and Analysis section above.

(3) These incentive and nonqualified stock options vest at the rate of 25% on May 5, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 5, 2026.

(4) Option vests and becomes exercisable at the rate of 1/8th of the shares on the first quarter of the vesting commencement date on November 11, 2023, and 1/8th at the end of each successive calendar quarter thereafter.

(5) These incentive and nonqualified stock option vest at the rate of 25% on May 3, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on May 3, 2028.

(6) The RSUs vest at the rate of 25% on May 10, 2023 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2026.

(7) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2023, such that the RSUs will be fully vested on July 1, 2026.

(8) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024, such that the RSUs will be fully vested on July 1, 2027.

(9) The RSUs vest at the rate of 25% on May 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on May 10, 2028.

(10) The RSUs will be fully vested on October 30, 2025.

(11) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2025, such that the RSUs will be fully vested on July 1, 2028.

(12) These incentive and nonqualified stock options vest at the rate of 25% on November 4, 2023 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 4, 2026.

(13) These incentive and nonqualified stock options vest at the rate of 25% on November 8, 2025 and 1/16th per quarter thereafter, such that the granted options will be fully vested on November 8, 2028.

(14) These RSUs vest at the rate of 25% on November 10, 2023 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2026.

(15) The RSUs vest at the rate of 25% on November 10, 2025 and 1/16th per quarter thereafter, such that the RSUs will be fully vested on November 10, 2028.

(3) These stock options represent performance-based options granted under the 2023 CEO Performance Award, which will vest and become exercisable depending upon the degree of satisfaction of both the New Stock Price Goals and New Revenue Goals discussed above in CD&A.

The New Stock Price Goals must be achieved on or prior to March 31, 2029 and the New Revenue Goals must be achieved on or prior to December 31, 2028.

The options may vest in tranches of 1,000,000 shares each only when the following corresponding New Stock Price Goals, which are based on the sixty-trading-day-average of the closing stock price per share of our common stock and New Revenue Goals, which are based on the amount of revenue over four-consecutive-fiscal-quarters are achieved:

(i) $ 45.00 stock price and $ 13.0 billion in revenue;

(ii) $ 60.00 stock price and $ 15.0 billion in revenue;

(iii) $ 75.00 stock price and $ 17.0 billion in revenue;

(iv) $ 90.00 stock price and $ 19.0 billion in revenue;

and (v) $ 110.00 stock price and $ 21.0 billion in revenue.

On February 27, 2025, the Compensation Committee certified the achievement of the first tranche (1,000,000 shares).

On April 22, 2025, the Compensation Committee certified the achievement of the second, third and fourth tranches (3,000,000 shares in the aggregate).

On August 26, 2025, achievement of the $ 21.0 billion revenue goal for the fifth tranche was certified, but the $ 110.00 stock price goal had not been achieved as of June 30, 2026.

(4) These incentive and nonqualified stock options vest at the rate of 25% on May 3, 2025 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on May 3, 2028.

(5) These incentive and nonqualified stock options vest at the rate of 25% on May 8, 2027 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on May 8, 2030.

(6) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2023, subject to continued service, such that the RSUs became fully vested on July 1, 2026.

(7) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024, subject to continued service, such that the RSUs will be fully vested on July 1, 2027.

(8) The RSUs vest at the rate of 25% on May 10, 2025 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2028.

(9) The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2025, subject to continued service, such that the RSUs will be fully vested on July 1, 2028.

(10) The RSUs represent the portion of fiscal year 2025 Performance Incentive Award granted in the form of RSUs and vest in four equal annual increments on July 1 of each year, beginning on July 1, 2026, subject to continued service, such that the RSUs will be fully vested on July 1, 2029.

(11) The RSUs vest at the rate of 50% on February 17, 2026 and 50% of the remaining shares fully vest on August 17, 2026, subject to continued service.

(12) The RSUs vest at the rate of 25% on May 10, 2027 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2030.

(13) The RSUs vest at the rate of 50% on June 17, 2026 and 50% of the remaining shares fully vest on December 17, 2026, subject to continued service.

(14) These incentive and nonqualified stock options vest at the rate of 25% on April 25, 2024 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on April 25, 2027.

(15) These incentive and nonqualified stock options vest at the rate of 12.5% on April 29, 2025 and 12.5% per quarter thereafter, subject to continued service, such that the granted options will be fully vested on January 29, 2027.

(16) These incentive and nonqualified stock options vest at the rate of 25% on April 29, 2026 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on April 29, 2029.

(17) The RSUs vest at the rate of 25% on May 10, 2024 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2027.

(18) The RSUs vest at the rate of 25% on May 10, 2026 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2029.

Clegg retired from his position as the Company’s Senior Vice President of Worldwide Sales effective May 15, 2026 and will provide services to the Company as a consultant until November 15, 2026, unless otherwise renewed by the Company.

Under the terms of Mr.

Clegg’s outstanding award agreements, his transition from employee to consultant constitutes continued service to the Company and his outstanding equity awards will continue to vest in accordance with their original vesting schedules during the consulting period.

Fiscal Year 2026 Option Exercises and Stock Vested

The following table sets forth the dollar amounts realized by each of our named executive officers pursuant to the exercise or vesting of equity-based awards during fiscal year 2025.

The following table sets forth the dollar amounts realized by each of our NEOs pursuant to the exercise or vesting of equity-based awards during fiscal year 2026.

FISCAL YEAR 2026 OPTION EXERCISES AND STOCK VESTED TABLE

8 unchanged sentences

David Weigand 50,000 1,870,580 59,711 2,504,471

Jin Xiao (Tom Xiao) 9,000 280,824 19,398 720,294

Vikranth Malyala — — 39,735 1,483,218

Don Clegg — — 28,285 1,242,624

George Kao 28,400 1,225,887 10,360 389,168

(1) The value disclosed in this column is based on the difference between the price of our common stock at the time of exercise and the exercise price.

(2) The values disclosed in this column are based on the closing price of our common stock on the date of vesting, multiplied by the number of shares vested.

Fiscal Year 2025 Pension Benefits and Nonqualified Deferred Compensation

We do not provide any nonqualified deferred compensation arrangements or pension plans.

As such, the Pension Benefits disclosure and Nonqualified Deferred Compensation disclosure for fiscal year 2025 are omitted from this Annual Report.

SMCI | 2026 Form 10-K | 159

Fiscal Year 2026 Potential Payments Upon Termination or Change of Control

Other than as set forth below or described elsewhere in this Item 11, “Executive Compensation,” we do not currently, and did not during fiscal year 2026 have, any arrangements with any of our NEOs that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company.

SMCI | 2025 Form 10-K | 158

The 2020 Plan does not provide for automatic acceleration of vesting upon a termination of service or upon a change in control.

Awards granted under the 2020 Plan, in the discretion of the Compensation Committee, may provide for continued or accelerated vesting in the event of the participant’s retirement, disability or termination of service or in the event of a change in control.

Other than with respect to each of the 2021 CEO Performance Award and 2023 CEO Performance Award, our stock option agreements generally provide vested options that may be exercised for three months after termination of service, one year after termination of service for disability, and one year after death.

Each of the 2021 CEO Performance Award and 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company.

See “Discussion and Analysis of 2021 CEO Performance Award” and “Discussion and Analysis of 2023 CEO Performance Award,” respectively.

The 2021 CEO Performance Award has fully vested.

With respect to the 2023 CEO Performance Award, the first four tranches consisting of options for 4,000,000 shares under the 2023 CEO Performance Award have vested as of June 30, 2025.

The exercise price under the 2023 CEO Performance Award is $45.00.

Based on the closing price of $49.01 on June 30, 2025, the intrinsic value of these vested options for 4,000,000 shares would have been approximately $16.0 million on June 30, 2025.

The 2021 CEO Performance Award became fully vested prior to the beginning of fiscal year 2025, and accordingly, the change of control provisions of such award are no longer applicable.

With respect to the 2023 CEO Performance Award, as of June 30, 2026, the first four tranches representing options for 4,000,000 shares were vested.

The change of control provisions of the 2023 CEO Performance Award apply only to the remaining unvested fifth tranche of 1,000,000 shares, for which the $ 21.0 billion revenue goal has been certified but the $ 110.00 stock price goal had not been achieved as of June 30, 2026.

Under the terms of the 2023 CEO Performance Award, in the event of a change of control, the revenue milestones are disregarded and only the stock price milestones are required to be met for vesting, with the stock price measured based on the greater of the most recent closing price immediately prior to the effective time of such change of control or the per share price received by stockholders in the transaction;

any tranche that does not vest as a result of the change of control is automatically forfeited at the effective time of such change of control.

Based on the exercise price of $45.00 and closing price of our common stock of $29.33 on June 30, 2026, the vested options for 4,000,000 shares had no intrinsic value as of June 30, 2026.

See “—Compensation Discussion and Analysis—Discussion and Analysis of 2023 CEO Performance Award” above for additional information regarding the terms of the 2023 CEO Performance Award.

Our RSU agreements generally do not provide for any acceleration of vesting upon a termination of service or upon a change in control.

Upon termination of a grantee’s service for any reason, with or without cause, any RSUs that have not vested as of the date of such termination are automatically forfeited.

In the event of a change in control, the extent outstanding RSUs are neither assumed or continued by the acquiror nor settled as of the time of the change in control, such RSUs terminate and cease to be outstanding effective as of the consummation of the change in control.

In connection with Mr.

Clegg’s retirement from his position as Senior Vice President of Worldwide Sales effective May 15, 2026, the Company entered into the Clegg Consulting Agreement, pursuant to which Mr.

Clegg provides consulting services to the Company through November 15, 2026, unless otherwise renewed.

Under the terms of award agreements governing Mr.

Clegg’s outstanding RSUs and stock options, “Service” is defined as service to the Company or its subsidiary, whether as an employee, a director or a consultant or similar individual who provides services equivalent to those typically performed by an employee (provided that such person satisfies the Form S-8 definition of “employee”), and a change in the capacity in which a grantee renders Service does not constitute a termination of Service, provided that there is no interruption or termination of such Service.

Accordingly, the Company has determined that Mr.

Clegg’s transition from employee to consultant under the Clegg Consulting Agreement constitutes continued Service to the Company, and Mr.

Clegg’s outstanding equity awards, including his unvested RSUs and stock options, will continue to vest in accordance with their original vesting schedules during the consulting period.

Fiscal Year 2026 CEO Pay Ratio

For fiscal year 2025, the ratio of the annual total compensation of Mr.

Liang, our Chief Executive Officer (“2025 CEO Compensation”), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr.

Liang (“2024 Median Annual Compensation”), was 0.16 to 1.

For purposes of this pay ratio disclosure, 2025 CEO Compensation was determined to be $13,518, which represents the total compensation reported for Mr.

Liang under the “Fiscal Year 2025 Summary Compensation Table,” plus our contribution to certain non-discriminatory group health and welfare benefits provided to Mr.

2025 Median Annual Compensation for the identified median employee was determined to be $86,832 which also includes our contribution to the same non-discriminatory group health and welfare benefits provided to the median employee.

Due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate.

To identify the median employee, we examined our total employee population as of June 30, 2024 (the “Determination Date”).

We had included all 2,885 U.S.

full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries.

We also included all 2,609 full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries in the Netherlands and Taiwan.

We excluded independent contractors and “leased” workers.

We also excluded all our employees in certain European countries, which together represented approximately 1.5% of our total employees worldwide (5,684 individuals), which countries consisted of Belgium (1 individual), France (10 individuals), Germany (23 individuals), Italy (11 individuals), Spain (9 individual), and the United Kingdom (30 individuals).

We also excluded all our employees in China (48 individuals), Japan (40 individuals), Malaysia (2 individuals), and South Korea (16 individuals), which together represented an additional approximately 1.9% of our total employees worldwide (for a total of 3.4% excluded employees).

Our analysis identified 5,494 individuals who were not excluded.

To determine the median of the annual total compensation of all of such employees, other than Mr.

Liang, we reviewed compensation for the period beginning on July 1, 2023 and ending on the Determination Date.

We had totaled, for each included employee other than Mr.

Liang, base earnings (salary, hourly wages and overtime, as applicable) and cash bonuses paid during the measurement period, plus our contribution to group health and welfare benefits.

We did not use any statistical sampling or cost-of-living adjustments for those purposes.

A portion of our employee workforce (full-time and part-time) had worked for less than the full fiscal year (due to mid-measurement period start dates, disability status or similar factors, etc.).

In determining the median employee, we generally annualized the total compensation for such individuals other than temporary or seasonal employees (but avoided creating full-time equivalencies) based on reasonable assumptions and estimates relating to our employee compensation program.

In calculating our Chief Executive Officer pay ratio for fiscal year 2025, we did not go through a renewal of the process (described above) of identifying a median employee as was conducted for fiscal year 2024.

This is because we believe that there has been no change in our employee population or employee compensation arrangements during fiscal year 2025 that would result in a significant change to our Chief Executive Officer pay ratio disclosure.

We continued to use the same identified Median Employee fiscal year 2024 for fiscal year 2025.

For purpose of this fiscal year 2026, pay ratio disclosure, the annual total compensation of Mr.

Liang, our Chief Executive Officer (“2026 CEO Compensation”), was $19,255, and the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr.

Liang (“2026 Median Annual Compensation”) was $162,929, resulting in a pay ratio of approximately 0.12 to 1.

Liang’s total compensation for purposes of this disclosure differs from the total annual compensation reflected in the Summary Compensation Table because we included the value of our contribution to certain non-discriminatory group health and welfare benefits, which are not required to be disclosed in the Summary Compensation Table, but which we include here to give a more complete picture of our median employee’s total rewards compensation.

SMCI | 2026 Form 10-K | 160

In fiscal year 2026, we do not believe there were significant changes in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure.

Therefore, as allowed by the applicable SEC rules, we used our fiscal year 2024 median employee for purposes of the pay ratio disclosure noted above.

To calculate the pay ratio, we then determined the annual total compensation for fiscal year 2026 for both the median employee and Mr.

Liang using the same methodology used to determine our NEOs’ annual total compensation as set forth in the Summary Compensation Table, except that we also included the value of our contribution to certain non-discriminatory group health and welfare benefits as described above.

Compensation Program Risk Assessment

5 unchanged sentences

Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings.

Each of Charles Liang, Sara Liu and Yih-Shyan (Wally) Liaw, who are employees and also serve as directors, do not receive any additional compensation from us specifically for their service as directors.

In August 2023, the Board adopted an updated director compensation policy which applied for fiscal year 2025.

Under such policy, for their service during a fiscal year, non-employee directors receive an annual retainer of $60,000, payable quarterly in cash.

In addition, the chairperson of the Audit Committee receives an additional annual retainer of $30,000 and the chairperson of each of the Compensation Committee and the Nominating and Corporate Governance Committee receives an additional annual retainer of $20,000 and $15,000, respectively, in each case payable quarterly in cash.

Each director serving in a non-chairperson capacity on the Audit Committee receives an additional annual retainer of $15,000, each director serving in a non-chairperson capacity on the Compensation Committee receives an additional annual retainer of $10,000 and each director serving in a non-chairperson capacity on the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500, in each case payable quarterly in cash.

Finally, non-employee directors were entitled to $2,000 per meeting for each meeting attended in excess of (1) the regular meetings of the Board and (2) up to 10 additional meetings beyond such regular meetings (the “Excess Meeting Fee”), provided that notice of the meeting was properly given, a quorum was present, and the meeting was recorded (“Excess Meetings”).

For purposes of calculating the respective Excess Meeting Fee payouts, non-employee directors only receive credit for one Excess Meeting per day.

Based on this calculation method, during fiscal year 2025, Mr.

Fairfax attended 77 Excess Meetings, Ms.

Giordano attended 20 Excess Meetings, Mr.

Liu attended 80 Excess Meetings, Mr.

Tuan attended 32 Excess meetings, Ms.

Lin attended 72 Excess Meetings, Mr.

Angel attended 8 Excess Meetings, and Mr.

Blair attended 76 Excess Meetings.

In addition, for their service during a fiscal year, non-employee directors also receive an annual equity grant with a value equal to $255,000 (the “Award Value”), with the ultimate number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the “Grant Date Stock Price”).

Prior to the grant date of such award, non-employee directors during an open trading window period may elect (the “Election”) to receive such equity awards in the form of RSUs (the “RSU Election Percentage”) or stock options (the “Option Election Percentage”).

Each of Charles Liang and Sara Liu, as employees who also serve as directors, do not receive any additional compensation from us specifically for their service as directors.

Yih-Shyan (Wally) Liaw, who served as an employee director during fiscal year 2026, also did not receive any additional compensation for his service as a director.

Liaw resigned from the Board effective March 20, 2026.

Pursuant to the Board’s director compensation policy, non-employee directors receive an annual retainer of $60,000 for their service during the fiscal year.

In addition, the chairperson of the Audit Committee receives an additional annual retainer of $30,000, the chairperson of the Compensation Committee receives an additional annual retainer of $20,000, and the chairperson of the Nominating and Corporate Governance Committee receives an additional annual retainer of $15,000.

Each non-chairperson member of the Audit Committee receives an additional annual retainer of $15,000, each non-chairperson member of the Compensation Committee receives an additional annual retainer of $10,000 and each non-chairperson member of the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500.

All of the foregoing retainers are payable quarterly in cash.

In addition, for fiscal year 2026, non-employee directors were entitled to a fee of $2,000 per meeting for each meeting attended in excess of the regular meetings of the Board, up to 10 additional meetings beyond such regular meetings (the “Excess Meeting Fee”), subject to proper notice, the presence of a quorum, and the meeting being recorded (“Excess Meetings”).

For purposes of calculating Excess Meeting Fee payouts, non-employee directors receive credit for only one Excess Meeting per day.

Excess Meeting Fees earned during a fiscal year are typically paid in the following fiscal year.

In addition, non-employee directors receive an annual equity grant with a value equal to $255,000 (the “Award Value”), with the number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the “Grant Date Stock Price”).

Annual equity grants for a fiscal year of service are typically made following the Company’s announcement of fourth quarter financial results for such financial year.

Prior to the grant date of such award, non-employee directors may elect during an open trading window period (the “Election”) to receive such equity awards in the form of RSUs (the “RSU Election Percentage”) or stock options (the “Option Election Percentage”).

Directors may choose to receive the Award Value as 100% RSUs, 50% RSUs and 50% options, or 100% options.

– In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Award Value by the RSU Election Percentage, then dividing that amount by the Grant Date Stock Price (with such quotient rounded down), and such RSUs have a vesting date of the last day of the fiscal year for which service was provided;

provided, however, that in the event service by such director shall end prior to such date, a pro rata number of such RSUs vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year.

– In the event of an option election, the number of stock options to be granted is determined by multiplying the Award Value by the Option Election Percentage, then dividing that amount by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (with such quotient rounded down).

The exercise price of such stock options is the closing stock price on the day of grant, the stock options shall have a vesting date of the last day of the fiscal year for which service was provided, and the term of the stock options awarded is five years from the date of grant;

provided, however, that in the event service by such director ends prior to such date, (i) a pro rata number of such stock options vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year and (ii) vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service (but in any event no later than the expiration date of such stock options).

In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Award Value by the RSU Election Percentage and dividing by the Grant Date Stock Price (rounded down), and such RSUs vest on the last day of the fiscal year for which service was provided.

SMCI | 2026 Form 10-K | 161

In the event of an option election, the number of stock options to be granted is determined by multiplying the Award Value by the Option Election Percentage and dividing by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (rounded down).

The exercise price of such stock options is the closing stock price on the day of grant, the stock options vest on the last day of the fiscal year for which service was provided, and the term of the stock options is five years from the date of grant.

In either case, if a director’s service ends prior to the applicable vesting date, a pro rata number of such RSUs or stock options, as applicable, vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year.

In addition, in the event of early termination of service, vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service (but in no event later than the expiration date of such stock options).

Non-employee directors who have not made any Election are deemed to have elected an RSU Election Percentage of 100%.

In addition, newly appointed non-employee directors receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%.

Once a non-employee director has made an Election, such Election is deemed to apply to all future equity grants unless such director has notified us during an open trading window period of a different Election.

Newly appointed non-employee directors receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%.

Once a non-employee director has made an Election, such Election applies to all future equity grants unless such director notifies the Company during an open trading window period of a different Election.

In addition, following the appointment of a lead independent director in December 2023, the Board also adopted a compensation policy for lead independent director service.

Under such policy, for their service as lead independent director, such director receives an annual retainer of $55,000 (the “Annual Retainer”) for their one-year term of office.

Such director may elect to receive such amount (i) in the form of cash, payable in quarterly installments and prorated for any partial period (a “Cash Election”), (ii) 100% RSUs, (iii) 50% RSUs and 50% options, or (iv) 100% options (each of (ii), (iii) and (iv), an “Equity Election”).

In the event the lead independent director makes an Equity Election (instead of a Cash Election), the ultimate number of equity awards granted for the Annual Retainer will be based on the sixty-trading day average stock price immediately prior to the date of grant (the “LID Grant Date” and the “LID Grant Date Stock Price,” as the case may be).

The LID Grant Date is the date our trading window next opens following the date the lead independent director informs us that he/she desires to make an Equity Election, or as soon as reasonably practical after such date, provided the trading window is open.

– In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Annual Retainer by the RSU election percentage, then dividing that amount by the LID Grant Date Stock Price (with such quotient rounded down), and such RSUs have a vesting date of the last day of the one-year term of such lead independent director;

provided, however, that in the event service by such lead independent director shall end prior to such date, a pro rata number of such RSUs vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director.

– In the event of an option election, the number of stock options to be granted is determined by multiplying the Annual Retainer by the option election percentage, then dividing that amount by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (with such quotient rounded down).

The exercise price of such stock options is the closing stock price on the LID Grant Date, the stock options have a vesting date of the last day of the one-year term of such lead independent director, and the term of the stock options awarded is five years from the date of grant;

provided, however, that in the event service by such lead independent director ends prior to such date, (i) a pro rata number of such stock options vest based upon the length of service from the first day on which service as lead independent director commenced until the last day of service by such director as lead independent director and (ii) vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service by such director with us (but in any event no later than the expiration date of such stock options).

SMCI | 2025 Form 10-K | 161

Such director may elect to receive such amount (i) in the form of cash, payable in quarterly installments and prorated for any partial period, (ii) 100% RSUs, (iii) 50% RSUs and 50% options, or (iv) 100% options (each of (ii), (iii) and (iv), an “Equity Election”).

In the event the lead independent director makes an Equity Election, the equity award mechanics described above for non-employee director equity grants apply, except that (a) the Annual Retainer is used in lieu of the Award Value, (b) the grant date (the “LID Grant Date”) is the first date on which the Company’s trading window is open following the lead independent director’s notification of his or her desire to make an Equity Election, or as soon as reasonably practicable thereafter during an open trading window, (c) the sixty-trading day average stock price immediately prior to the LID Grant Date (the “LID Grant Date Stock Price”) is used in lieu of the Grant Date Stock Price for purposes of determining the number of RSUs, and (d) the vesting date and pro rata vesting provisions are based on the last day of the one-year term of such lead independent director and the length of service as lead independent director, respectively, rather than the last day of the fiscal year.

In January 2026, Mr.

Scott Angel was appointed as lead independent director for a one-year term, which will expire in January 2027.

The following table shows for fiscal year 2026 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2026:

FISCAL YEAR 2026 DIRECTOR COMPENSATION

Name Fees Earned or Paid in Cash

All Other Compensation

Daniel Fairfax (4)

212,695 160,768 — — 373,463

Judy Lin 91,000 240,082 — — 331,082

3 unchanged sentences

Susan Mogensen (Susie Giordano) 100,000 240,082 — — 340,082

76,894 166,503 — 243,397

Scott Angel 277,000 298,906 — 575,906

18,340 53,487 — — 71,827

(1) This column consists of annual director fees, lead independent director fees, non-employee committee chairman fees, and other committee member fees, in each case earned for fiscal year 2025.

(1) This column consists of the cash portions of annual director fees, lead independent director fees, non-employee committee chairman fees, other committee member fees and excess meeting fees, in each case earned for fiscal year 2026.

(2) The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718.

Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, "Financial Statements and Supplementary Data", and Item II, Part 8, Note 11, “Stock-based Compensation and Stockholders’ Equity” to our consolidated financial statements for fiscal year 2025 included in the Annual Report.

The grant of RSUs made in connection with director service to each of Mr.

Tuan had a grant date fair value of $50.88 per share.

Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, Note 12, “Stock-based Compensation” to our consolidated financial statements included in the Annual Report.

The annual equity grant of RSUs made in connection with director service to each of Ms.

Mogensen, Mr.

Angel, and Mr.

Liu (excluding Mr.

Angel’s grant in connection with his lead independent director service) had a grant date fair value of $44.60 per share and an aggregate grant date fair value equal to the amount reflected in the column except in the case of Mr.

Angel, who received an additional award in connection with his lead independent director service.

The grant of RSUs to Mr.

Liu made in connection with lead independent director service had a grant date fair value of $42.95 per share.

The grant of RSUs made in connection with director service to each of Ms.

Mogensen and Mr.

Angel had grant date fair value of $56.25 per share and $31.99, respectively.

(3) The dollar amounts in this column represent the aggregate grant date fair values of the Option awards granted during fiscal year 2025 calculated in accordance with ASC Topic 718.

Angel made in connection with his lead independent director service had a grant date fair value of $34.38 per share and an aggregate grant date fair value of $58,824.

Liu elected to receive 50% of his Award Value in RSUs and 50% in stock options.

SMCI | 2026 Form 10-K | 162

(3) The dollar amounts in this column represent the aggregate grant date fair values of the option awards granted during fiscal year 2026 in respect of non-employee director service during fiscal year 2025, calculated in accordance with ASC Topic 718.

The grant of options made in connection with director service to each of Mr.

Liu had a grant date fair value of $24.74 per share.

The grant of options to Mr.

Liu made in connection with lead independent director service had a grant date fair value of $26.41 per share.

Fairfax did not stand for reelection to the Board at the Annual Meeting of Shareholders held on June 4, 2025, on which date his service as a director ended.

(5) Susan Mogensen (Susie Giordano) was appointed to the Board on August 15, 2024.

(6) Scott Angel was appointed to the Board on March 31, 2025.

Liu had a grant date fair value of $28.17 per share and an aggregate grant date fair value equal to the amount reflected in the column.

Tuan elected to receive 100% of his Award Value in stock options.

The table below sets forth the aggregate number of shares underlying stock and option awards held by our non-employee directors as of June 30, 2026.

Stock Awards (1)

Name Stock Awards (1)

Option Awards

5 unchanged sentences

Scott Angel 1,711 —

(1) For fiscal year 2025, we made grants for non-employee director service under the Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan on August 9, 2024, to Mr.

Tuan serving on such date, which grants had a vesting commencement date of June 30, 2024.

We also made grants to Ms.

(1) On August 8, 2025, we granted RSU awards under the 2020 Plan to Ms.

Mogensen and Mr.

Angel on August 26, 2024 and May 9, 2025, respectively.

All such awards granted to the non-employee directors vested on June 30, 2025.

As a result, because all such awards had vested, there are no shares underlying stock awards for such persons as of June 30, 2025, except for Mr.

Liu who received awards of RSUs and options on February 27, 2025 in connection with his service as lead independent director which awards vest on January 29, 2026.

SMCI | 2025 Form 10-K | 162

Angel in respect of their non-employee director service during fiscal year 2025.

These RSUs had a vesting commencement date of June 30, 2025 and vested in full on June 30, 2026, and accordingly no shares underlying such awards remained outstanding as of June 30, 2026.

The amount in this column for Mr.

Angel represents RSUs granted on February 6, 2026 in connection with his service as lead independent director, which RSUs vest on January 30, 2027.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee as of the date of this Annual Report is a current or former officer or employee of our Company or has had any relationship with our Company requiring disclosure.

In addition, during fiscal year 2025, none of our executive officers served as a member of the compensation committee of the board of directors of any other entity that has one or more executive officers who served on our Compensation Committee of the Board.

Sherman Tuan and Mr.

Tally Liu served on the Compensation Committee during all of fiscal year 2025.

Susan Mogensen (Susie Giordano) served on the Compensation Committee during a portion of fiscal year 2025 with her appointment commencing on June 4, 2025.

In addition, during fiscal year 2026, none of our executive officers served as a member of the Board, or as a member of the compensation or similar committee, of any other entity that has one or more executive officers who served on our Board or Compensation Committee.

Sherman Tuan, Mr.

Tally Liu, and Ms.

Susan Mogensen (Susie Giordano) served on the Compensation Committee during all of fiscal year 2026.

SMCI | 2026 Form 10-K | 163

3 unchanged sentences

• Each of the NEOs during fiscal year 2026;

• Each of our directors;

• Each of our directors and nominees;

• All directors and executive officers as a group;

6 unchanged sentences

81,772,121 12.2 %

Don Clegg (5)

George Kao (6)

David Weigand (5)

Don Clegg (6)

Vikranth Malyala (7)

Jin (Tom) Xiao (8)

Sherman Tuan (9)

Tally Liu (10)

Judy Lin (11)

Robert Blair (12)

Yih-Shyan (Wally) Liaw (11)

15,482,087 2.6 %

Susan Mogensen (Susie Giordano)

2 unchanged sentences

5% Holders Not Listed Above:

Jane Street Group (14)

56,635,790 8.6 %

BlackRock, Inc.

41,338,350 6.3 %

The Vanguard Group (14)

Capital Ventures International (16)

40,330,986 6.1 %

Vanguard Capital Management (17)

37,930,655 5.8 %

Vanguard Portfolio Management (18)

32,934,329 5.0 %

Total executive officers, directors & 5% or more stockholders 44.3 %

2 unchanged sentences

Except as otherwise provided, the address of each stockholder listed in the table is 980 Rock Avenue, San Jose, CA 95131.

(2) Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or RSUs subject to vesting.

(2) Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or vesting of RSUs.

(3) Calculated on the basis of 656,965,384 shares of common stock outstanding as of July 31, 2026, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after July 31, 2026 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4) Includes the aggregate number of shares held by both Charles Liang and Sara Liu, including 40,426,120 shares held by Charles, 634,384 shares held by Sara, and 25,332,520 shares held jointly.

Charles' and Sara's shares include 15,300,000 and 63,160, respectively, options exercisable and Sara's 2,110 RSU shares issuable within 60 days after July 31, 2025.

(5) Includes 61,420 options exercisable and 2,300 RSU shares issuable within 60 days after July 31, 2025.

(6) Includes 192,380 options exercisable and 1,830 RSU share issuable within 60 days after July 31, 2025.

(7) Includes 277,350 options exercisable and 4,150 RSU share issuable within 60 days after July 31, 2025.

Charles' and Sara's shares include 15,300,000 and 72,313, respectively, options exercisable and Sara's 6,784 RSU shares issuable upon vesting within 60 days after July 31, 2026.

(5) Includes 260,810 options exercisable and 7,980 RSU shares issuable upon vesting within 60 days after July 31, 2026.

(6) Includes 81,790 options exercisable and 3,030 RSU share issuable upon vesting within 60 days after July 31, 2026.

(7) Includes 473,327 options exercisable and 9,248 RSU share issuable upon vesting within 60 days after July 31, 2026.

(8) Includes 199,953 options exercisable and 6,994 RSU shares issuable upon vesting within 60 days after July 31, 2026.

(9) Includes 9,048 options exercisable within 60 days after July 31, 2026.

1 unchanged sentence

(11) Includes 16,550 options exercisable within 60 days after July 31, 2026.

(11) Includes 215,620 options exercisable and 8,750 RSU shares issuable within 60 days after July 31, 2025;

14,990,450 shares held by The Liaw Family Trust, for which Mr.

Liaw and his spouse serve as trustees, and 193,770 shares held by Mr.

Liaw’s spouse.

(12) Includes 14,360 options exercisable within 60 days after July 31, 2026.

(13) Includes 16,499,391 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2026.

SMCI | 2026 Form 10-K | 164

(14) The information is based solely on Amendment No.

1 to Schedule 13G filed on June 18, 2026 by Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Global Trading, LLC, and Jane Street Singapore Pte.

Jane Street Group, LLC may be deemed to be the beneficial owner of 56,635,790 shares of common stock, which includes 18,182,400 shares acquirable upon conversion of Depositary Shares, each representing a 1/20th interest in a share of our 7.00% Series A Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock"), held by Jane Street Global Trading, LLC.

Jane Street Group, LLC has shared voting and dispositive power over the 56,635,790 shares.

Jane Street Capital, LLC has sole voting and dispositive power over 15,728,196 shares.

Jane Street Global Trading, LLC has shared voting and dispositive power over 40,895,776 shares.

Jane Street Singapore Pte.

has shared voting and dispositive power over 11,818 shares.

The address of Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Global Trading, LLC is 250 Vesey Street 3rd Floor, New York, NY 10281.

The address of Jane Street Singapore Pte.

Limited is 2 Central Boulevard, #43-01, IOI Central Boulevard Towers (West Tower), 018916, Singapore.

(15) The information is based solely on the Amendment No.

3 unchanged sentences

The address of the reporting person is 50 Hudson Yards, New York, New York 10001.

SMCI | 2025 Form 10-K | 164

(14) The information is based solely on the Amendment No.

4 to Schedule 13G filed on April 10, 2024.

The Vanguard Group has shared voting power over 1,302,100 shares of common stock, sole dispositive power over 59,498,950 shares of common stock and shared dispositive power over 2,447,120 shares of common stock.

(16) The information is based solely on the Schedule 13G filed on June 18, 2026 by Capital Ventures International, Susquehanna Advisors Group, Inc., G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group, and Susquehanna Securities, LLC, which are affiliated entities.

G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group, and Susquehanna Securities, LLC are registered broker-dealers.

Capital Ventures International may be deemed to be the beneficial owner of 40,330,986 shares of common stock issuable upon conversion of our Mandatory Convertible Preferred Stock represented by Depositary Shares, each representing a 1/20th interest in a share of Preferred Stock.

Capital Ventures International has sole voting power over 8,502,090 shares, shared voting power over 40,330,986 shares, sole dispositive power over 8,502,090 shares, and shared dispositive power over 40,330,986 shares.

Susquehanna Advisors Group, Inc.

has shared voting power over 40,330,986 shares, and shared dispositive power over 40,330,986 shares.

G1 Execution Services, LLC has sole voting power over 93,616 shares, shared voting power over 40,330,986 shares, sole dispositive power over 93,616 shares, and shared dispositive power over 40,330,986 shares.

SIG Brokerage, LP has sole voting power over 47,195 shares, shared voting power over 40,330,986 shares, sole dispositive power over 47,195 shares, and shared dispositive power over 40,330,986 shares.

Susquehanna Fundamental Investment, LLC has sole voting power over 364,780 shares, shared voting power over 40,330,986 shares, sole dispositive power over 364,780 shares and shared dispositive power over 40,330,986 shares.

Susquehanna Investment Group has sole voting power over 2,480,500 shares, shared voting power over 40,330,986 shares, sole dispositive power over 2,480,500 shares and shared dispositive power over 40,330,986 shares.

Susquehanna Securities, LLC has sole voting power over 28,842,805 shares, shared voting power over 40,330,986 shares, sole dispositive power over 28,842,805 shares, and shared dispositive power over 40,330,986 shares.

The address of Capital Ventures International is P.O.

Box 897, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands.

The address of G1 Execution Services, LLC is 175 W.

Jackson Blvd., Suite 1700, Chicago, IL 60604.

The address of each of SIG Brokerage, LP, Susquehanna Advisors Group, Inc., Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E.

City Avenue, Suite 220, Bala Cynwyd, PA 19004.

(17) The information is based solely on the Schedule 13G filed on April 30, 2026.

Vanguard Capital Management has sole voting power over 5,035,660 shares of common stock and sole dispositive power over 37,930,655 shares of common stock.

The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(18) The information is based solely on the Schedule 13G filed on July 31, 2026.

Vanguard Portfolio Management has sole voting power over 69,684 shares of common stock and sole dispositive power over 32,934,329 shares of common stock.

The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania.

Equity Compensation Plan Information

We currently maintain three compensation plans that provide for the issuance of our common stock to officers and other employees, directors and consultants.

These plans consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 Plan.

All three of these plans have been approved by our stockholders.

We no longer grant any equity-based awards under the 2006 Equity Incentive Plan or the 2016 Equity Incentive Plan.

We currently maintain two compensation plans that provide for the issuance of our common stock to officers and other employees, directors and consultants.

These plans consist of the 2016 Equity Incentive Plan and the 2020 Plan.

All of these plans have been approved by our stockholders.

We no longer grant any equity-based awards under the 2016 Equity Incentive Plan.

The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2026:

6 unchanged sentences

warrants and rights

Number of securities

(b)(2) Number of securities

remaining available

8 unchanged sentences

(2) The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs which have no exercise price.

(3) The weighted-average remaining contractual term of our outstanding options as of June 30, 2025 was 6.99 years.

(4) All of these shares may be issued with respect to award vehicles other than just stock options or other rights to acquire shares.

SMCI | 2026 Form 10-K | 165

Certain Relationships and Related Transactions and Director Independence

1 unchanged sentence

Pursuant to our Audit Committee charter, the Audit Committee has the responsibility for the review and approval of any related person transactions.

provided that if the matter or transaction involves employment or compensation terms for services to our company, including retention or payment provisions relating to expert services, then it is presented to the Compensation Committee.

However, if the matter or transaction involves employment or compensation terms for services to our company, including retention or payment provisions relating to expert services, then it is presented to the Compensation Committee.

In approving or rejecting a proposed transaction, or a relationship that encompasses many similar transactions, our Audit Committee will consider the relevant facts and circumstances available and deemed relevant, including but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence.

6 unchanged sentences

In addition, our certificate of incorporation contains provisions limiting the liability of our directors and our bylaws contain provisions requiring us to indemnify our officers and directors.

SMCI | 2025 Form 10-K | 165

Equity-Based Awards

16 unchanged sentences

The total compensation includes equity gain of $153,432 (principally from the RSU release), in addition to salary and bonus.

Yih-Shyan (Wally) Liaw was appointed to our Board as a Class II director in December 2023.

Prior to his appointment as a director, he returned to our company as a consultant in May 2021, advising with respect to business development matters.

In August 2022, Mr.

Liaw returned to full-time employment with our company as Senior Vice President, Business Development.

See “Item 10 – Executive Officers and Directors” for additional information with respect to Mr.

Liaw’s background.

As an employee, Mr.

Liaw received total compensation of $1,818,812 in fiscal year 2025.

The total compensation includes an equity gain of $1,376,988 (principally from the RSU release), in addition to salary and bonus.

SMCI | 2026 Form 10-K | 166

Transactions with Ablecom and Compuware

4 unchanged sentences

Charles Liang and his spouse, Sara Liu, an officer and director of our company, collectively owned approximately 10.5% of Ablecom’s capital stock as of June 30, 2026.

Bill Liang, a brother of both Charles Liang and Steve Liang, owned approximately 1.8% of Ablecom’s stock.

Bill Liang is also a member of the Board of Directors of Ablecom.

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

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

Bill Liang and his family members owned approximately 16.0% of Compuware’s stock.

Ablecom owned approximately 15.0% of Compuware’s stock.

In addition, the sibling of Yih-Shyan (Wally) Liaw owns approximately 8.7% of Compuware’s capital stock.

Bill Liang serves as the Chief Executive Officer and Chairman of the Board of Directors of Compuware, and Steve Liang is also a member of Compuware’s Board of Directo rs.

Bill Liang serves as the Chief Executive Officer and Chairman of the board of directors of Compuware, and Steve Liang is also a member of Compuware’s board of directors.

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

SMCI | 2025 Form 10-K | 166

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

3 unchanged sentences

We have agreed to pay for the cost of chassis and related product tooling and engineering services and will pay for those items when the work has been completed.

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

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

We believe that the pricing and terms under the distribution agreement are similar to the pricing and terms of distribution arrangements we have with similar third-party distributors.

12 unchanged sentences

Ablecom’s sales to us comprise a majority of Ablecom’s net sales.

For fiscal years ended June 30, 2025, 2024, and 2023, we purchased products from Ablecom totaling $321.9 million, $269.3 million, and $167.8 million, respectively.

Amounts owed to Ablecom by us as of June 30, 2025, 2024, and 2023, were $55.5 million, $98.6 million, and $35.7 million, respectively.

For the fiscal years ended June 30, 2026, 2025, and 2024, we purchased products from Ablecom totaling $390.5 million, $321.9 million, and $269.3 million, respectively.

Amounts owed to Ablecom by us as of June 30, 2026 and 2025 were $64.3 million and $55.5 million, respectively.

For the fiscal years ended June 30, 2026, 2025, and 2024, we paid Ablecom $18.1 million, $23.7 million, and $16.5 million, respectively, for design services, tooling assets and miscellaneous costs.

SMCI | 2026 Form 10-K | 167

Compuware’s sales of our products to others comprise a majority of Compuware’s net sales.

For fiscal years ended June 30, 2025, 2024, and 2023, we sold products to Compuware totaling $30.2 million, $46.6 million, and $36.3 million, respectively.

Amounts owed to us by Compuware as of June 30, 2025, 2024, and 2023, were $13.0 million, $10.0 million, and $24.9 million, respectively.

For the fiscal years ended June 30, 2026, 2025, and 2024, we sold products to Compuware totaling $20.0 million, $30.2 million, and $46.6 million, respectively.

Amounts owed to us by Compuware as of June 30, 2026 and 2025 were $0.6 million and $13.0 million, respectively.

The price at which Compuware purchases the products from us is at a discount from our standard price for purchasers who purchase specified volumes from us.

1 unchanged sentence

For the fiscal years ended June 30, 2026, 2025, and 2024, we purchased products from Compuware totaling $335.2 million, $328.3 million, and $280.8 million, respectively.

Amounts we owed to Compuware as of June 30, 2025, 2024, and 2023 were $74.3 million, $66.4 million, and $53.4 million, respectively.

Amounts we owed to Compuware as of June 30, 2026 and 2025 were $52.7 million and $74.3 million, respectively.

For the fiscal years ended June 30, 2026, 2025, and 2024, we paid Compuware $3.8 million, $3.9 million, and $1.5 million, respectively, for design services, tooling assets and miscellaneous costs.

Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products.

Our outstanding non-cancelable purchase orders to Ablecom were $30.6 million, $58.8 million, and $23.7 million at June 30, 2025, 2024, and 2023, respectively, representing the maximum exposure to financial loss.

Our outstanding non-cancelable purchase orders to Ablecom were $59.8 million and $30.6 million at June 30, 2026 and 2025, respectively, representing the maximum exposure to financial loss.

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

SMCI | 2025 Form 10-K | 167

Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand for our products such that we incur a loss on the sale or cannot sell the products.

Our outstanding non-cancelable purchase orders to Compuware were $118.3 million, $93.5 million, and $46.8 million at June 30, 2025, 2024, and 2023, respectively, representing the maximum exposure to financial loss.

Our outstanding non-cancelable purchase orders to Compuware were $182.2 million and $118.3 million at June 30, 2026 and 2025, respectively, representing the maximum exposure to financial loss.

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

5 unchanged sentences

Other transactions

During the fiscal year ended June 30, 2025, we had immaterial chargebacks from Green Earth, an entity affiliated with our CEO.

During the fiscal year ended June 30, 2024, we made $0.5 million in sales and purchased $0.1 million in products from Green Earth.

Such sales were made at market prices and on other terms which were arm’s length.

During the fiscal year ended June 30, 2025, we had no sales to and purchases from Aeon Lighting.

Aeon Lighting is a company incorporated under the laws of Taiwan and owned more than 10% by James Liang, a brother of Charles Liang.

James Liang is also a director of Aeon Lighting and serves as CEO of such entity.

During fiscal year ended June 30, 2024, we sold approximately $0.1 million of products indirectly to Aeon Lighting through a systems integrator.

Our products were sold at market prices and on arm’s length terms.

In June 2025, we acquired an approximately 11% interest in Ampera, Inc.

(“Ampera”), a clean energy technology company focused on the development and deployment of advanced battery storage solutions.

We represent approximately 33% on the board of directors as we have one board of director seat on a board of three.

With the combination of our 11% equity interest and board representation, we have the ability to exercise significant influence over the operating and financial policies of Ampera.

For the fiscal year ended June 30, 2025, we had no sale or purchases transactions with Ampera.

As of June 30, 2025, there was no balance due to and from Ampera.

In October 2023, Ablecom and Compuware acquired an approximate 30% interest in Leadtek, a Taiwan company specializing in providing professional graphics cards and workstation solutions.

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

Accordingly, no prior disclosure of transactions with Leadtek was required under Item 404(a) of Regulation S-K.

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

At the time of Leadtek Investment, Leadtek was, and it continues to be, an authorized reseller for us.

During the year ended 2025 and 2024, we engaged in transactions whereby it sold $0.7 million and $1.4 million of server to Leadtek, and purchased $0.5 million and $2.1 million of graphic cards from Leadtek, respectively.

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.

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.

In October 2023, Ablecom and Compuware acquired an approximately 30% interest in Leadtek, a Taiwan company specializing in providing professional graphics cards and workstation solutions.

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, 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.

Jane Street Group, LLC (“Jane Street”) is a global quantitative trading and market-making firm.

Based on a Schedule 13G filed in June 2026, Jane Street reported beneficial ownership of approximately 8.5% of our outstanding common stock.

Jane Street is also a customer of the Company.

SMCI | 2026 Form 10-K | 168

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

3 unchanged sentences

The lenders called the loans in October 2018, following the suspension of our common stock from trading on Nasdaq in August 2018 and the decline in the market price of our common stock in October 2018.

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

As of June 30, 2026, the amount due on the unsecured loan (including principal and accrued interest) was $0.0 million.

On October 9, 2025, the outstanding loan principal and accrued interest through October 8, 2025, totaling $16.9 million, were repaid in full.

SMCI | 2026 Form 10-K | 169

8 unchanged sentences

Audit-Related Fees — —

Tax Fees** 463 —

All Other Fees — —

Total $ 12,467 $ 8,263

*Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements.

*Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of interim condensed consolidated financial statements, statutory audits of some of the Company's subsidiaries.

In addition, these fees include internal investigation matters and external legal fees in connection with one or more government investigations.

**Tax fees consist of fees related to tax compliance, tax advice and tax planning.

Audit Committee Pre-Approval Policies and Procedures

7 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

14 unchanged sentences

001-33383) filed with the Commission on February 25, 2025)

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 3.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on September 30, 2024)

3.2+ Amended and Restated Bylaws of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 3.4 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), filed with the Securities and Exchange Commission on March 27, 2007)

4.1 Specimen Stock Certificate for Shares of Common Stock of Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 4.1 filed with the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), filed with the Securities and Exchange Commission on March 27, 2007)

4.2 Description of Securities (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Commission on February 25, 2025)

3.3 Certificate of Designations, filed with the Secretary of State of the State of Delaware and effective June 15, 2026 (Incorporated by reference to Exhibit 3.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 15, 2026)

4.2+ Description of Securities

4.3 First Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.3 from the Company’s Current Report on 8-K (Commission File No.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.3 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

4.4 Second Supplemental Indenture, as of February 20, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.4 from the Company’s Current Report on 8-K (Commission File No.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.4 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

4 unchanged sentences

4.7 Indenture related to 2.25% Convertible Senior Notes due 2028, as of February 20, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 from the Company’s Current Report on 8-K (Commission File No.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

1 unchanged sentence

Bank Trust Company, National Association, as trustee (included within Exhibit 4.7)

Indenture related to 0.

00 % Convertible Senior Notes due 20 30 , as of Ju ne 26 , 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 from the Company’s Current Report on 8-K (Commission File No.

4.9 Indenture related to 0.00% Convertible Senior Notes due 2030, as of June 26, 2025 between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 27, 2025)

SMCI | 2025 Form 10-K | 170

4.10 Form of Note, between Super Micro Computer, Inc.

Bank Trust Company, National Association, as trustee (included within Exhibit 4.9)

4.11 Form of Certificate for the 7.00% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.3)

4.12 Deposit Agreement, dated as of June 15, 2026, by and among the Company, Computershare Trust Company, N.A.

and Computershare Inc., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein (Incorporated by reference to Exhibit 4.2 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 15, 2026)

SMCI | 2026 Form 10-K | 171

4.13 Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.12)

10.1* Form of Directors’ and Officers’ Indemnity Agreement (Incorporated by reference to Exhibit 10.9 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.2* Offer Letter for Sara Liu (Incorporated by reference to Exhibit 10.20 from the Company’s Registration Statement on Form S-1 (Registration No.

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.2* Product Manufacturing Agreement dated January 8, 2007, between Super Micro Computer, Inc.

2 unchanged sentences

333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007)

10.4* Form of Notice of Grant of Stock Option under 2006 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 from the Company's Registration Statement on Form S-8 (Commission File No.

333-142404) filed with the Securities and Exchange Commission on April 27, 2017)

10.5* 2006 Equity Incentive Plan, as amended (Incorporated by reference to Appendix A from the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 18, 2011)

10.3* 2016 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 from the Company's Current Report on Form 8-K (Commission File No.

8 unchanged sentences

333-210881) filed with the Securities and Exchange Commission on April 22, 2016)

Offer Letter for Don Clegg (Incorporated by reference to Exhibit 10.56 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

Offer Letter for George Kao (Incorporated by reference to Exhibit 10.57 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

Offer Letter for David Weigand (Incorporated by reference to Exhibit 10.58 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on December 19, 2019)

10.8* Form of Notice of Grant of Stock Option under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.2 from the Company’s Quarterly Report on Form 10-Q (Commission File No.

6 unchanged sentences

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

SMCI | 2025 Form 10-K | 171

10.12* Form of Restricted Stock Units Agreement under 2020 Equity and Incentive Compensation Plan (Incorporated by reference to Exhibit 10.35 from the Company’s Annual Report on Form 10-K (Commission File No.

1 unchanged sentence

10.13* Form of Notice of Grant of Performance Based Stock Option to Mr.

Charles Liang dated March 2, 2021 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

Charles Liang dated March 2, 2021 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 4, 2021)

10.14* Nonqualified Stock Option Award Agreement associated with the Notice of Grant of Performance Based Stock Option to Mr.

Charles Liang dated March 2, 2021 (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

Charles Liang dated March 2, 2021 (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on March 4, 2021)

3 unchanged sentences

001-33383) filed with the Securities and Exchange Commission on November 5, 2021)

SMCI | 2026 Form 10-K | 172

10.17* Super Micro Computer, Inc.

2020 Equity and Incentive Compensation Plan, as further amended and restated, effective J une 4 , 202 5 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 6, 2025)

2020 Equity and Incentive Compensation Plan, as further amended and restated, effective April 15, 2026 (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on April 20, 2026)

10.18* Form of Restricted Stock Units Notice of Grant and Agreement (Associated with the Director Compensation Plan adopted in August 2023) (Incorporated by reference to Exhibit 10.57 from the Company’s Annual Report on Form 10-K (Commission File No.

3 unchanged sentences

10.20* Form of Notice of Grant of Performance Based Stock Option to Mr.

Charles Liang (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

Charles Liang (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 20, 2023)

Nonqualified Stock Option Award Agreement associated with the Grant Notice (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

10.21* Nonqualified Stock Option Award Agreement associated with the Grant Notice (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 20, 2023)

10.22 Purchase and Sale Agreement, dated as of January 26, 2024, between Caracol Property Owner LLC and Super Micro Computer, Inc.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 1, 2024)

10.29 Form of [Base][Additional]Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

10.23 Form of [Base][Additional] Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 28, 2024)

10.24† Master Colocation Services Agreement, dated June 14, 2024, by and between Super Micro Computer, Inc.

and 4701 Santa Fe, LLC (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

and 4701 Santa Fe, LLC (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 21, 2024)

10.25† Service Order MCSA-001, dated June 14, 2024, by and between Super Micro Computer, Inc.

and 4701 Santa Fe, LLC (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

and 4701 Santa Fe, LLC (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 21, 2024)

1 unchanged sentence

and Lambda, Inc.

(Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on 8-K (Commission File No.

(Incorporated by reference to Exhibit 10.3 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 21, 2024)

10.27 General Credit Agreement dated as of August 9, 2022 between Super Micro Computer, Inc.

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

Taiwan and E.SUN Bank (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on August 12, 2022)

SMCI | 2025 Form 10-K | 172

10.34 Notification and Confirmation of Credit Conditions for Medium-Term Credit Loan dated November 14, 2024 (C246200157604) (Incorporated by reference to Exhibit 10.1 filed with the Company’s Current report on 8-K (Commission File No.

10.28 Notification and Confirmation of Credit Conditions for Medium-Term Credit Loan dated November 14, 2024 (C246200157604) (Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 20, 2024)

10.35 Notification and Confirmation of Credit Conditions for Medium-Term Credit Loan dated November 14, 2024 (C246200157603) (Incorporated by reference to Exhibit 10.2 filed with the Company’s Current report on 8-K (Commission File No.

10.29 Notification and Confirmation of Credit Conditions for Medium-Term Credit Loan dated November 14, 2024 (C246200157603) (Incorporated by reference to Exhibit 10.2 filed with the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on November 20, 2024)

1 unchanged sentence

Taiwan and CTBC Bank Co., Ltd.

(Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on 8-K (Commission File No.

(Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 20, 2024)

3 unchanged sentences

001-33383) filed with the Securities and Exchange Commission on October 2, 2023)

SMCI | 2026 Form 10-K | 173

10.32 Summary of Short-Term Credit Facilities with CTBC Bank Co., Ltd.

1 unchanged sentence

001-33383) filed with the Securities and Exchange Commission on May 12, 2025)

10.39 Form of Amendment Agreement to the Capped Call Confirmations (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

10.33 Form of Amendment Agreement to the Capped Call Confirmations (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 21, 2025)

10.40 Form of [Base][Additional]Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No.

10.34 Form of [Base][Additional] Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 27, 2025)

2 unchanged sentences

001-33383) filed with the Securities and Exchange Commission on August 31, 2020)

10.42 Summary of Short-Term Credit Facilities with CTBC Bank, Co., Ltd.

dated as of February 27, 2025 (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 12, 2025)

Receivables Purchase Agreement betwee n Super Micro Computer, Inc., and MUFG Bank, Ltd., Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto (Incorporated by reference to Exhibit 10.2 from the Company’s Current Report on 8-K (Commission File No.

10.36† Receivables Purchase Agreement, dated as of July 16, 2025, by and among Super Micro Computer, Inc., MUFG Bank, Ltd., Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on July 21, 2025)

14.1 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 from the Company’s Current Report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 5, 2019)

16.1 Ernst & Young LLP Letter dated October 29, 2024 (Incorporated by reference to Exhibit 16.1 filed with the Company’s Current report on 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on October 30, 2024)

Credit Agreement, dated as of December 29, 2025, by and among Super Micro Computer, Inc., various financial institutions from time to time party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 2, 2026)

10.38 Amendment No.1 to the Credit Agreement, dated as of January 26, 2026, by and among Super Micro Computer, Inc.

and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 29, 2026)

10.39 Credit Agreement, dated as of January 21, 2026, by and among Super Micro Computer, Inc.

Taiwan, various financial institutions from time to time party thereto as lenders, CTBC Bank Co., Ltd., Credit Agricole Corporate and Investment Bank, Taipei Branch and E.Sun Commercial Bank, Ltd.

as mandated lead arrangers and bookrunners and CTBC Bank Co., Lt d., as administrative agent .

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on January 26, 2026)

10.40 Independent Contractor Agreement with Don Clegg (Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on May 18, 2026)

10.41 Amendment No.

2 to the Credit Agreement, dated as of June 10, 2026, by and among Super Micro Computer, Inc.

and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

(Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on June 12, 2026)

19.1 Insider Trading Policy (Incorporated by reference to Exhibit 19.1 from the Company’s Annual Report on Form 10-K (Commission File No.

2 unchanged sentences

23.1+ Consent of Independent Registered Public Accounting Firm (BDO USA, P.C.)

Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

24.1+ Power of Attorney (included in signature pages)

3 unchanged sentences

32.2+ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SMCI | 2025 Form 10-K | 173

Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97.1 from the Company’s Annual Report on Form 10-K (Commission File No.

001-33383) filed with the Securities and Exchange Commission on February 25, 2025)

101.INS+ XBRL Instance Document

101.SCH+ XBRL Taxonomy Extension Schema Document

101.CAL+ XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+ XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+ XBRL Taxonomy Extension Label Linkbase Document

101.PRE+ XBRL Taxonomy Extension Presentation Linkbase Document

101.INS+ Inline XBRL Instance Document

SMCI | 2026 Form 10-K | 174

101.SCH+ Inline XBRL Taxonomy Extension Schema Document

101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

1 unchanged sentence

* Management contract, or compensatory plan or arrangement

‡ Certain portions of this document, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy, have been redacted in accordance with Regulation S-K Item 606(a)(6)

† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)

7 unchanged sentences

(Principal Executive Officer)

August 31, 2026 /s/ DAVID WEIGAND

David Weigand

Senior Vice President, Chief Financial Officer

(Principal Financial Officer)

August 31, 2026 /s/ KENNETH CHEUNG

Kenneth Cheung

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

SMCI | 2026 Form 10-K | 176

22 unchanged sentences

/s/ Tally Liu Director August 31, 2026

/s/ Yih-Shyan (Wally) Liaw

Director August 28, 2025

YIH-SHYAN (WALLY) LIAW

SMCI | 2026 Form 10-K | 177

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

What changed 10-K

Item 9A. Controls and Procedures