10-Q – 2026-02-06 – smci-20251231.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________________

Form 10-Q
__________________________________________________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     
Commission File Number 001-33383
__________________________________________________________________________

Super Micro Computer, Inc.
(Exact name of registrant as specified in its charter)
_________________________________________________________________________

Delaware   77-0353939
(State or other jurisdiction of
incorporation or organization)   (I.R.S. Employer
Identification No.)

980 Rock Avenue
San Jose , CA 95131
(Address of principal executive offices, including zip code)
( 408 ) 503-8000
(Registrant’s telephone number, including area code)
__________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value per share SMCI Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ☒ No   ☐     

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☒     No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x    Accelerated filer ☐

Non-accelerated filer
☐
   Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No   ☒
As of January 31, 2026 , there we re 598,989,428 shares of the registrant’s common stock, $0.001 par value, outstanding, which is the only class of common stock of the registrant issued.

SUPER MICRO COMPUTER, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025

TABLE OF CONTENTS
 

    Page
PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements (Unaudited)
1

Condensed Consolidated Balance Sheets as of December 31 , 2025 and June 30, 2025
1

Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31 , 2025 and 2024
2

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31 , 2025 and 2024
3

Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended December 31 , 2025 and 2024
4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31 , 2025 and 2024
5

Notes to Condensed Consolidated Financial Statements
7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
36

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
49

ITEM 4. Controls and Procedures
50

PART II OTHER INFORMATION

ITEM 1. Legal Proceedings
52

ITEM 1A. Risk Factors
52

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
52

ITEM 3. Defaults Upon Senior Securities
52

ITEM 4. Mine Safety Disclosures
53

ITEM 5. Other Information
53

ITEM 6. Exhibits
54

Signatures
55

Unless the context requires otherwise, the words “Super Micro,” “Supermicro,” “we,” “Company,” “us” and “our” in this document refer to Super Micro Computer, Inc. and where appropriate, our wholly owned subsidiaries. Supermicro, the Company logo and our other registered or common law trademarks, service marks, or trade names appearing in this Quarterly Report on Form 10-Q (this “Quarterly Report”), are the property of Super Micro Computer, Inc. or its affiliates. Other trademarks, service marks, or trade names appearing in this Quarterly Report are the property of their respective owners.

The information contained on our website, or available by hyperlink from our website, is not incorporated into this Quarterly Report or other documents we file with, or furnish to, the Securities and Exchange Commission (the “SEC”). We intend to use our website and social media posts, including posts from the Company’s LinkedIn account (@Supermicro) and Charles Liang’s X channel (@charlesliang) (collectively, “Social Media Posts”) , as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the "Investor Relations" section of our website. Accordingly, investors should monitor that section of our website, in addition to following our Social Media Posts, press releases, investor presentations, SEC filings and public conference calls and webcasts.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that involve risks and uncertainties. These statements relate to future events or our future financial performance based on management’s beliefs and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by terminology including “would,” “could,” “may,” “will,” “goal,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “project,” “estimate,” “predict,” “potential,” “probable of achievement,” or “continue,” the negative of these terms or other comparable terminology. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. In evaluating these statements, you should specifically consider various factors, including the risks described under Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025, and in other parts of this Quarterly Report as well as in our other filings with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

These forward-looking statements represent our estimates and assumptions only as of the date of this filing. We undertake no obligation to update or revise any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We cannot guarantee future results, levels of activity, performance or achievements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1.        Financial Statements

SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value per share amounts)
 (unaudited)

December 31, June 30,
2025 2025
ASSETS
Current assets:
Cash and cash equivalents $ 4,091,083   $ 5,169,911  
Accounts receivable, net of allowance for credit losses of $ 572 and $ 0 at December 31, 2025 and June 30, 2025, respectively (including accounts receivable from related parties of $ 1,964 and $ 393 at December 31, 2025 and June 30, 2025, respectively)
11,004,122   2,203,942  
Inventories 10,595,448   4,680,375  

Prepaid expenses and other current assets (including receivables from related parties of $ 632 and $ 13,745 at December 31, 2025 and June 30, 2025, respectively)
433,944   247,426  
Total current assets 26,124,597   12,301,654  

Property, plant and equipment, net 538,584   504,488  
Deferred income taxes, net 655,367   607,416  
Other assets 683,062   604,871  
Total assets $ 28,001,610   $ 14,018,429  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable (including amounts due to related parties of $ 149,848 and $ 129,752 at December 31, 2025 and June 30, 2025, respectively)
$ 13,753,207   $ 1,281,977  
Accrued liabilities (including amounts due to related parties of $ 1,619 and $ 1,044 at December 31, 2025 and June 30, 2025, respectively)
548,179   565,637  
Income taxes payable 118,700   53,381  
Lines of credit and current portion of term loans
201,776   75,060  
Deferred revenue 774,846   368,737  
Total current liabilities 15,396,708   2,344,792  
Deferred revenue, non-current 527,909   362,645  
Term loans, non-current
21,437   37,415  
Convertible notes
4,654,623   4,645,178  
Other long-term liabilities (including amounts due to related parties of $ 658 and $ 608 at December 31, 2025 and June 30, 2025, respectively)
408,756   326,528  
Total liabilities 21,009,433   7,716,558  
Commitments and contingencies (Note 13)

Stockholders’ equity:

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

Authorized shares: 1,000,000 ; Issued and outstanding shares: 598,926 and 594,137 at December 31, 2025 and June 30, 2025, respectively
2,987,932   2,866,449  

Accumulated other comprehensive income 695   705  
Retained earnings 4,003,388   3,434,539  
Total Super Micro Computer, Inc. stockholders’ equity 6,992,015   6,301,693  
Non-controlling interest
162   178  
Total stockholders’ equity 6,992,177   6,301,871  
Total liabilities and stockholders’ equity $ 28,001,610   $ 14,018,429  

See accompanying notes to condensed consolidated financial statements.
SMCI | Q2 2026 Form 10-Q | 1

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SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited) 

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Net sales (including related party sales of $ 10,110 and $ 11,277 in the three months ended December 31, 2025 and 2024, respectively, and $ 19,061 and $ 26,152 in the six months ended December 31, 2025 and 2024, respectively)
$ 12,682,491   $ 5,677,962   $ 17,700,281   $ 11,615,218  
Cost of sales (including related party purchases of $ 191,794 and $ 136,109 in the three months ended December 31, 2025 and 2024, respectively, and $ 347,122 and $ 376,161 in the six months ended December 31, 2025 and 2024, respectively)
11,883,924   5,007,940   16,434,341   10,169,616  
Gross profit 798,567   670,022   1,265,940   1,445,602  
Operating expenses:
Research and development 180,761   158,229   354,075   290,472  
Sales and marketing 73,078   79,568   121,006   148,422  
General and administrative 70,430   63,601   134,305   128,885  
Total operating expenses 324,269   301,398   609,386   567,779  
Income from operations 474,298   368,624   656,554   877,823  
Other income, net
225   4,183   96   3,409  
Interest income 51,042   8,776   102,398   16,783  
Interest expense ( 25,358 ) ( 6,535 ) ( 50,289 ) ( 23,889 )
Income before income tax provision 500,207   375,048   708,759   874,126  
Income tax provision
( 99,151 ) ( 56,969 ) ( 139,312 ) ( 131,701 )
Share of (loss) income from equity investee, net of taxes ( 492 ) 2,517   ( 598 ) 2,498  
Net income $ 400,564   $ 320,596   $ 568,849   $ 744,923  
Net income per common share:
Basic $ 0.67   $ 0.54   $ 0.95   $ 1.26  
Diluted $ 0.60   $ 0.51   $ 0.86   $ 1.17  
Weighted-average shares used in the calculation of net income per common share:
Basic 598,004   592,507   596,814   591,033  
Diluted 693,989   636,047   674,068   637,597  

See accompanying notes to condensed consolidated financial statements.
SMCI | Q2 2026 Form 10-Q | 2

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SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited) 

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Net income $ 400,564   $ 320,596   $ 568,849   $ 744,923  
Other comprehensive loss, net of tax:
Foreign currency translation loss, net of tax ( 3 ) ( 148 ) ( 10 ) ( 54 )
Total other comprehensive loss, net of tax ( 3 ) ( 148 ) ( 10 ) ( 54 )
Total comprehensive income $ 400,561   $ 320,448   $ 568,839   $ 744,869  

See accompanying notes to condensed consolidated financial statements.
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SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
(unaudited)

Common Stock and
Additional Paid-In
Capital Accumulated
Other
Comprehensive Income Retained
Earnings Non-controlling Interest Total
Stockholders’
Equity
Shares Amount
Balance at June 30, 2025
594,136,852   $ 2,866,449   $ 705   $ 3,434,539   $ 178   $ 6,301,871  
Exercise of stock options 631,240   7,922   —  —  —  7,922  
Release of shares of common stock upon vesting of restricted stock units 2,994,432   —  —  —  —  — 
Shares withheld for withholding taxes related to settlement of equity awards ( 925,181 ) ( 43,642 ) —  —  —  ( 43,642 )
Stock-based compensation —  89,139   —  —  —  89,139  

Other comprehensive loss —  —  ( 7 ) —  —  ( 7 )
Net income (loss)
—  —  —  168,285   ( 8 ) 168,277  
Balance at September 30, 2025
596,837,343   $ 2,919,868   $ 698   $ 3,602,824   $ 170   $ 6,523,560  
Exercise of stock options 501,518   5,003   —  —  —  5,003  
Release of shares of common stock upon vesting of restricted stock units 2,211,116   —  —  —  —  — 
Shares withheld for withholding taxes related to settlement of equity awards ( 624,086 ) ( 27,424 ) —  —  —  ( 27,424 )

Stock-based compensation —  90,485   —  —  —  90,485  

Other comprehensive loss —  —  ( 3 ) — —  ( 3 )
Net income (loss) —  —  —  400,564   ( 8 ) 400,556  
Balance at December 31, 2025
598,925,891   $ 2,987,932   $ 695   $ 4,003,388   $ 162   $ 6,992,177  

Common Stock and
Additional Paid-In
Capital Accumulated
Other
Comprehensive Income Retained
Earnings Non-controlling Interest Total
Stockholders’
Equity
Shares Amount
Balance at June 30, 2024
588,087,410   $ 2,830,820   $ 706   $ 2,585,680   $ 164   $ 5,417,370  
Exercise of stock options 1,330,560   6,527   —  —  —  6,527  
Release of shares of common stock upon vesting of restricted stock units 2,264,940   —  —  —  —  — 
Shares withheld for withholding taxes related to settlement of equity awards ( 685,850 ) ( 35,537 ) —  —  —  ( 35,537 )

Stock-based compensation —  64,137   —  —  —  64,137  
Other comprehensive income
—  —  94   —  —  94  
Net income (loss) —  —  —  424,327   ( 1 ) 424,326  
Balance at September 30, 2024
590,997,060   $ 2,865,947   $ 800   $ 3,010,007   $ 163   $ 5,876,917  
Exercise of stock options 1,597,044   342   —  —  —  342  
Release of shares of common stock upon vesting of restricted stock units 2,320,260   —  —  —  —  — 
Shares withheld for withholding taxes related to settlement of equity awards ( 1,433,012 ) ( 41,499 ) —  —  —  ( 41,499 )

Stock-based compensation —  82,262   —  —  —  82,262  
Other comprehensive loss —  —  ( 148 ) —  —  ( 148 )
Net income (loss) —  —  —  320,596   ( 4 ) 320,592  
Balance at December 31, 2024
593,481,352   $ 2,907,052   $ 652   $ 3,330,603   $ 159   $ 6,238,466  

See accompanying notes to condensed consolidated financial statements.
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SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

Six Months Ended December 31,
  2025 2024
OPERATING ACTIVITIES:
Net income $ 568,849   $ 744,923  
Reconciliation of net income to net cash (used in) provided by operating activities:

Depreciation and amortization
25,354   18,557  
Amortization of right-of-use (“ROU”) assets
17,670   5,991  
Amortization of debt discount and issuance costs 9,506   4,415  
Inventory valuation adjustment write-down 169,100   34,032  
Stock-based compensation expense 179,624   146,136  

Impairment loss
13,747   —  
Share of loss (income) from equity investee 598   ( 2,498 )
Unrealized foreign currency exchange loss (gain) 159   ( 300 )

Deferred income taxes, net ( 51,875 ) ( 76,078 )
Other non-cash income, net
( 8,705 ) ( 4,125 )
Changes in operating assets and liabilities:
Accounts receivable, net (including changes in related party balances of $( 1,571 ) and $ 6,026 during the six months ended December 31, 2025 and 2024, respectively)
( 8,792,828 ) ( 319,374 )
Inventories ( 6,088,819 ) 699,613  
Prepaid expenses and other assets (including changes in related party balances of $ 13,016 and $( 5,411 ) during the six months ended December 31, 2025 and 2024, respectively)
( 58,855 ) ( 398,769 )
Accounts payable (including changes in related party balances of $ 20,096 and $( 55,468 ) during the six months ended December 31, 2025 and 2024, respectively)
12,466,768   ( 906,916 )
Accrued liabilities (including changes in related party balances of $ 575 and $ 148 during the six months ended December 31, 2025 and 2024, respectively)
( 39,661 ) ( 59,654 )
Income taxes payable 68,041   96,845  
Deferred revenue 571,373   182,276  
Other long-term liabilities (including changes in related party balances of $ 50 and $ 154 during the six months ended December 31, 2025 and 2024, respectively)
8,533   4,073  
Net cash (used in) provided by operating activities
( 941,421 ) 169,147  
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (including payments to related parties of $ 5,700 and $ 6,882 during the six months ended December 31, 2025 and 2024, respectively)
( 53,491 ) ( 71,836 )
Investment in equity securities
( 25,000 ) —  
Net cash used in investing activities
( 78,491 ) ( 71,836 )
FINANCING ACTIVITIES:
Proceeds from lines of credit and term loans 238,800   1,306,777  
Repayment of lines of credit and term loans ( 123,391 ) ( 1,574,059 )
Payment of debt issuance costs ( 9,785 ) —  
Proceeds from exercise of stock options 12,925   6,869  
Payment for withholding taxes related to settlement of equity awards ( 71,066 ) ( 77,036 )

Other 14   15  
Net cash provided by (used in) financing activities 47,497   ( 337,434 )
Effect of exchange rate fluctuations on cash ( 6,161 ) 837  
Net decrease in cash, cash equivalents and restricted cash ( 978,576 ) ( 239,286 )
Cash, cash equivalents and restricted cash at the beginning of the period 5,172,301   1,670,273  
Cash, cash equivalents and restricted cash at the end of the period $ 4,193,725   $ 1,430,987  

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Six Months Ended December 31,
  2025 2024

Supplemental disclosure of cash flow information:
Cash paid for interest $ 40,470   $ 19,006  
Cash paid for taxes, net of refunds $ 90,574   $ 57,029  

Non-cash investing and financing activities:
Unpaid property, plant and equipment purchases (including due to related parties of $ 1,807 and $ 2,960 as of December 31, 2025 and 2024, respectively)
$ 17,131   $ 26,674  
ROU assets obtained in exchange for operating lease commitments
$ 94,073   $ 18,472  

Transfer of inventory to property, plant and equipment
$ 4,646   $ 3,238  

See accompanying notes to condensed consolidated financial statements.
SMCI | Q2 2026 Form 10-Q | 6

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Organization and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, of Super Micro Computer, Inc., a Delaware corporation, and its consolidated entities (collectively, the “Company”). The condensed consolidated balance sheet as of June 30, 2025 included herein was derived from the audited financial statements as of that date but does not include all disclosures including notes required by U.S. GAAP.

The unaudited condensed consolidated financial statements included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial condition, results of operations, and cash flows for the periods presented. All intercompany balances and transactions have been eliminated. Interim results are not necessarily indicative of the results for the full year ending June 30, 2026.

Significant Accounting Policies

Revenue Recognition

We generate revenues from the sale of server and storage systems, subsystems, accessories and services.

Product sales . We recognize revenue from sales of products as control is transferred to customers, which generally happens at the point of shipment or upon delivery, unless customer acceptance is required. Determining the point in time that control transfers to the customer requires judgment. Products sold by us are shipped from our facilities or drop shipped from our vendors. We may use distributors to sell products to end customers. Revenue from distributors is recognized when the distributor obtains control of the product, which generally happens at the point of shipment or upon delivery.

We apply judgment in determining the transaction price as our contracts may include forms of variable consideration, including customer rebates, returns, and cash discounts for prompt payment. Variable consideration is estimated using either the expected value or most likely amount method, depending on which method better predicts the amount of consideration to which we expect to be entitled. We include estimated variable consideration in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are reassessed each reporting period and recorded as an adjustment to revenue, as applicable.

Services sales . Our sale of services mainly consists of extended warranty and on-site services as well as system rack installation and integration services. Revenue related to extended warranty commences upon the expiration of the standard warranty period and is recognized ratably over the contractual period as we stand ready to perform any required warranty service. Revenue related to on-site services commences upon recognition of the product sale and is recognized ratably over the contractual period as the on-site services are made available to the customer. These service contracts are typically one to five years in length. Revenue related to system rack installation and integration services is recognized when we perform the services and the customer receives and consumes the benefits.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Contracts with multiple promised goods and services. Certain of our contracts contain multiple promised goods and services. We assess whether each promised good or service is distinct for the purpose of identifying the performance obligations in the contract. This assessment requires management to make judgments about the individual promised goods or services and whether such goods or services are separable from the other aspects of the contractual relationship. Performance obligations in a contract are identified based on the promised goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each customer contract to each performance obligation based on the relative Stand-alone Selling Price ("SSP") for each performance obligation within each contract. We recognize the amount of transaction price allocated to each performance obligation within a customer contract as revenue at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer. Determining the relative SSP for contracts that contain multiple performance obligations requires significant judgment. We determine SSP based on the price at which the performance obligation is sold separately. If the SSP is not observable through past transactions, we apply judgment to estimate the SSP. For all performance obligations, we are able to establish the SSP by maximizing the use of observable inputs. We typically establish an SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change. SSP for our products and services can evolve over time due to changes in our pricing practices, internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives for the related performance obligations which can also be influenced by intense competition, changes in demand for our products and services, economic and other factors.

Our credit terms are predominantly short-term in nature; however, we also grant extended payment terms for certain customers. For the contracts with the extended payment terms in which the financing component is determined to be significant to the contract, the contract transaction price is adjusted for the effect of a financing component.

When we receive consideration from a customer prior to transferring goods or services to the customer, we record a contract liability (deferred revenue). We also recognize deferred revenue when we have an unconditional right to consideration (i.e., a receivable) before transfer of control of goods or services to a customer.

Shipping and handling fees collected from customers are included in net sales when control of the product is transferred to the customer, and the related shipping and handling costs are included in cost of sales. We have elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost rather than as an additional promised service. Taxes imposed by governmental authorities on our revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

For our other significant accounting policies, refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Concentration of Credit Risk and Significant Customers

Financial instruments that potentially subject us to a significant concentration of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. Cash and cash equivalents are maintained with high-quality financial institutions, the composition and maturities of which are regularly monitored by management.

We believe that the concentration of credit risk in our trade receivables is substantially mitigated by our credit evaluation process, relatively short collection terms and the high level of credit worthiness of our customers. For customers including distributors and direct customers, we perform ongoing credit evaluations of their financial conditions and limit the amount of credit extended when deemed necessary based upon payment history and their current credit worthiness, but we generally require no collateral other than the products that we deliver to them, in which we sometimes hold a purchase money security interest under our standard terms. We regularly review the allowance for credit losses by considering factors such as
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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

Significant customer information is as follows:

December 31, 2025 June 30, 2025
Percentage of accounts receivable
Customer A 71.6 % *
Customer B 12.9 % 33.4 %
Customer C * 13.6 %

^The customer references of A-C above may represent different customers than those reported in a previous period.
*Below 10%

Receivables Purchase Agreement

On July 16, 2025, we entered into a Receivables Purchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), by and among, us, as seller and guarantor, MUFG Bank, Ltd. (“MUFG”), Crédit Agricole Corporate and Investment Bank, and certain other entities from time to time party thereto as purchasers (the “Purchasers”), and MUFG as administrative agent (in such capacity, the “Administrative Agent”).

Pursuant to the Receivables Purchase Agreement, we may, subject to the terms and conditions set out therein, sell certain of our accounts receivable and related rights to the Purchasers (the “Purchased Receivables”). The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate facility limit of $ 1,790.0 million. The Purchasers may elect in their sole direction to purchase eligible accounts receivable offered by us under the Receivables Purchase Agreement at the applicable purchase discount. The purchase price for any Purchased Receivable will be the net invoice amount of the Purchased Receivable, minus the applicable discount, which is set at Term SOFR (as defined in the Receivables Purchase Agreement) plus a specified discount assigned to each account debtor in the range of 1.15 % - 2.80 %, and calculated on the basis of a specified discount period. In the event the purchase of such Purchased Receivables is not characterized as a sale, we will be deemed to have granted a security interest in such Purchased Receivables and the proceeds thereof in favor of the Purchasers.

Either us, the Administrative Agent, or the Required Purchasers (as defined in the Receivables Purchase Agreement) have the right to terminate the Receivables Purchase Agreement with 30 days’ prior written notice to the other party, or, if a Termination Event (as defined in the Receivables Purchase Agreement) shall have occurred and be continuing, the Receivables Purchase Agreement may be terminated by the Administrative Agent or the Required Purchasers immediately upon written notice to us.

As of December 31, 2025, no receivables have been sold under the agreement.

Accounting Pronouncements Recently Adopted

In March 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2024-02 which removes references to the FASB’s concepts statements from the FASB Accounting Standards Codification. The ASU is part of the FASB’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. We adopted ASU 2024-02 on July 1, 2025, which did not have a material impact on our condensed consolidated financial statements and related disclosures.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively, with retrospective application permitted. The ASU is effective for our fiscal year beginning July 1, 2025. We are currently assessing the effect of the adoption of this standard on our disclosures that will be included in our Form 10-K for the fiscal year ending June 30, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement, but it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which was issued to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). The update clarified that ASU 2024-03 shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We do not expect this ASU to have a material impact on our condensed consolidated financial statements other than additional disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We do not expect this ASU to have a material impact on our condensed consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient and entities other than public business entities with an accounting policy election when applying the guidance in Topic 326, Financial Instruments–Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2026. We do not expect this ASU to have a material impact on our condensed consolidated financial statements and disclosures.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments–Credit Losses (Topic 326): Purchased Loans, which expands the population of acquired financial assets subject to the gross-up approach in Topic 326. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We do not expect this ASU to have a material impact on our condensed consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-scope Improvements. This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU is effective for interim reporting periods beginning in our fiscal year beginning July 1, 2028. We are currently evaluating the effects of ASU on our condensed consolidated financial statements and disclosures.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes 33 technical corrections, clarifications, and minor refinements across multiple ASC Topics intended to improve consistency and usability of U.S. GAAP. Transition is applied on an issue-by-issue basis: the EPS clarification (ASC 260, Issue 4) is applied retrospectively to all prior periods presented, while all other amendments may be applied prospectively or retrospectively, with appropriate disclosures about the nature/reason for the change (and additional disclosures if applied retrospectively). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The ASU is effective for our fiscal year beginning July 1, 2027. We are currently evaluating the effects of ASU on our condensed consolidated financial statements and disclosures.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications did not result in changes to condensed consolidated balance sheets, statements of operations, or statements of cash flows.

Note 2. Segment Information

We operate in one operating segment that develops and provides high-performance server solutions based upon an innovative, modular and open-standard architecture. Our Chief Executive Officer is the chief operating decision maker (“CODM”) and is responsible for assessing our performance. Our organizational structure is based on functional lines, with department heads and shared resources reporting either directly to the CODM or to a direct report of the CODM. The CODM reviews financial information presented on a consolidated basis and uses net income for purposes of evaluating financial performance and making operating decisions for us.

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

Additionally, the CODM reviews significant segment expenses including the inventory valuation adjustment write-downs, recorded to cost of sales, which is separately disclosed in Note 6, “Balance Sheet Components”, and stock-based compensation, which is separately disclosed in Note 11, “Stock-based Compensation and Stockholders’ Equity” in the notes to the condensed consolidated financial statements.

The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. The accounting policies of our consolidated segment are the same as those described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Disaggregation of Revenue

Total revenue recognized from all services and software for the three months ended December 31, 2025 and 2024 was $ 140.4 million and $ 76.9 million , respectively. Of this, revenue related to services recognized on an over time basis during the contract term was $ 104.1 million and $ 54.4 million for the three months ended December 31, 2025 and 2024, respectively.

Total revenue recognized from all service and software for the six months ended December 31, 2025 and 2024 was $ 228.0 million and $ 172.7 million, respectively. Of this, revenue related to services recognized on an over time basis during the contract term was $ 176.0 million and $ 104.6 million for the six months ended December 31, 2025 and 2024, respectively.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

International net sales are based on the country to which the products were shipped. The following is a summary of net sales by geographic region (in thousands):

  Three Months Ended December 31, Six Months Ended December 31,
  2025 % of Total
2024 % of Total
2025 % of Total 2024 % of Total
United States $ 10,928,946   86.2   % $ 3,846,960   67.8   % $ 12,763,423   72.1   % $ 8,088,309   69.6   %
Other (1)
1,753,545   13.8   % 1,831,002   32.2   % 4,936,858   27.9   % 3,526,909   30.4   %
Total $ 12,682,491   100.0   % $ 5,677,962   100.0   % $ 17,700,281   100.0   % $ 11,615,218   100.0   %

(1) all other countries were individually less than 10%.

Concentration of Customer Risk

Significant customer information is as follows:

Three Months Ended December 31, Six Months Ended December 31,
2025 2024 2025 2024
Percentage of total net sales
Customer A 62.6 % 30.6 % 45.1 % 21.0 %
Customer B * 27.1 % * 23.9 %
Customer C * * * 14.9 %

^The customer references of A-C above may represent different customers than those reported in a previous period.
*Below 10%

Contract Balances

Generally, the payment terms of our offerings range from 30 to 60 days, however occasionally we might offer longer payment terms to certain customers. In certain instances, customers may prepay for products and services in advance of delivery. Receivables represent our unconditional right to consideration for performance obligations that are either partially or fully completed.

Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when such right is conditional on something other than the passage of time. Such contract assets have not been material to our condensed consolidated financial statements.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to or advance consideration received from customers, which precede our satisfaction of the associated performance obligations. Our deferred revenue primarily results from customer payments received upfront for extended warranties and on-site services because these performance obligations are satisfied over time. Additionally, at times, deferred revenue may fluctuate due to the timing of non-refundable advance consideration received from non-cancelable contracts relating to the sale of future products. Revenue recognized during the three and six months ended December 31, 2025, which was included in the opening deferred revenue balance as of June 30, 2025 of $ 731.4 million, was $ 63.0 million and $ 245.8 million, respectively. Revenue recognized during the three and six months ended December 31, 2024, which was included in the opening deferred revenue balance as of June 30, 2024 of $ 416.4 million, was $ 47.3 million and $ 115.5 million, respectively.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Transaction Price Allocated to the Remaining Performance Obligations

Remaining performance obligations represent in aggregate the amount of transaction price that has been allocated to performance obligations not delivered, or only partially delivered, as of the end of the reporting period. We apply the exemption to not disclose information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less. These performance obligations generally consist of services, such as on-site services, integration services, and extended warranty services, that are contracted for one year or less, and products for which control has not yet been transferred. The value of the transaction price allocated to the remaining performance obligations as of December 31, 2025 was approximately $ 1,302.8 million. We expect to recognize approximately 59 % of such value in the next 12 months, and the remainder thereafter.

Note 3. Financial Instruments and Fair Value Measurements

We classify our financial instruments, except for our investment in an auction rate security and other investments in privately held companies, within Level 1 or Level 2 in the fair value hierarchy because we use quoted prices in active markets or alternative pricing sources and models using market observable inputs to determine their fair value.

Financial Instruments Measured at Fair Value on a Recurring Basis

Cash and cash equivalents, certificates of deposit, investment in an auction rate security, and marketable securities, included in prepaid expenses and other current assets and other assets in the condensed consolidated balance sheets, are carried at fair value.

The following table sets forth our financial instruments as of December 31, 2025 and June 30, 2025, which are measured at fair value on a recurring basis by level within the fair value hierarchy. These are classified based on the lowest level of input that is significant to the fair value measurement (in thousands):

As of December 31, 2025
As of June 30, 2025

Level 1 Level 2 Level 3 Asset at Fair Value
Level 1 Level 2 Level 3 Asset at Fair Value
Assets
Money market funds (1)
$ 42   $ —   $ —   $ 42   $ 44   $ —   $ —   $ 44  
Certificates of deposit —   100,498   —   100,498   —   519   —   519  
Marketable equity security
15,192   —   —   15,192   6,239   —   —   6,239  
Available-for-Sale Investment:

Auction rate security (2)
—   —   —   —   —   —   1,750   1,750  
Total assets
$ 15,234   $ 100,498   $ —   $ 115,732   $ 6,283   $ 519   $ 1,750   $ 8,552  

(1) All of the money market funds are included in cash and cash equivalents in the condensed consolidated balance sheets as of December 31, 2025 and June 30, 2025 , respectively.
(2) Our fair value of auction rate security was immaterial as of period ended December 31, 2025.

The investment in marketable equity security is carried at fair value using values available on a public exchange, is based on a Level 1 input, and is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheets. The unrealized gains and losses of the investment are included in other income, net in our condensed consolidated statements of operations. For the three and six months ended December 31, 2025, an unrealized loss of $ 0.8 million and an unrealized gain of $ 7.2 million , respectively, were recorded in o ther income, net in the condensed consolidated statements of operations. For the three and six months ended December 31, 2024, an unrealized loss of $ 0.4 million and an unrealized gain of $ 1.0 million, respectively, were recorded in other income, net in the condensed consolidated statements of operations.

On a quarterly basis, we also evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, current economic conditions, and reasonable economic forecasts that affect collectability. For the three and six months ended December 31, 2025 and 2024, the credit losses related to our investments were not material.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

There were no transfers between Level 1, Level 2, or Level 3 financial instruments during the three and six months ended December 31, 2025 and 2024.

Financial Instruments Not Recorded at Fair Value

Accounts receivable, accounts payable, and accrued liabilities are carried at cost, which approximates fair value due to the short maturity of these instruments. We estimate the fair value of outstanding debt, including our 3.50 % Convertible Senior Notes due 2029 (“2029 Convertible Notes”), 2.25 % Convertible Senior Notes due 2028 (“2028 Convertible Notes”), and 0.00 % Convertible Senior Notes due 2030 (“2030 Convertible Notes”), for disclosure purposes on a recurring basis. Non-current accounts receivable, included in other assets in the condensed consolidated balance sheets, are carried at amortized cost, and bear interest at rates that approximate current market rates for similar credit. We believe the carrying amounts approximate fair value because there have been no significant changes in market rates or credit risk.

As of December 31, 2025 and June 30, 2025, our total lines of credit and term loans of $ 223.2 million and $ 112.5 million, respectively, are reported at amortized cost. The outstanding debt was categorized as Level 2 as it is not actively traded. The carrying value approximates fair value.

The estimated fair value as of December 31, 2025 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,543.3 million, $ 667.5 million, and $ 1,946.7 million, respectively. The estimated fair values as of June 30, 2025 of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes were $ 1,801.9 million, $ 818.5 million, and $ 2,576.6 million. The estimated fair value of the 2029 Convertible Notes, the 2028 Convertible Notes, and the 2030 Convertible Notes was determined based on level 2 inputs of quoted market prices.

Note 4. Non-marketable Equity Securities

Our non-marketable equity securities, included in other assets in the condensed consolidated balance sheets, consist of investments in privately held companies without readily determinable fair values. The following table shows our non-marketable equity securities that were measured using the measurement alternative and equity method (in thousands):

December 31, 2025 June 30, 2025
Non-marketable equity securities:

Opening gross investment balance
$ 122,217   $ 66,217  
Investment made during the period
25,000   56,000  

Cumulative impairment adjustment
( 23,600 ) ( 11,600 )
Total carrying value - before the adjustments under equity method
123,617   110,617  
Securities under equity method - cumulative adjustment
( 332 ) —  
Total carrying value
$ 123,285   $ 110,617  

Our non-marketable equity securities include $ 92.5 million invested in an unrelated party (the "Sub-licensee") to which we have subleased the entire space in Vernon, California. The Sub-licensee does not meet the criteria of a related party. Additionally, the Sub-licensee has been a customer of ours, and we concluded that equity investment agreements and sub-licensing agreements are separate from revenue contracts as all transactions have been recorded at the respective fair values. Please refer to Note 9, “Leases” for further discussion.

During the three and six months ended December 31, 2025, we recognized an impairment loss of $ 0.0 million and $ 12.0 million, respectively.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 5. Net Income per Common Share

The following table shows the computation of basic and diluted net income per common share for the three and six months ended December 31, 2025 and 2024 (in thousands, except per share amounts):

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Numerator:
Net income - basic $ 400,564   $ 320,596   $ 568,849   $ 744,923  
Convertible notes interest charge, net of tax
17,888   1,110   10,986   3,859  
Net income - diluted
$ 418,452   $ 321,706   $ 579,835   $ 748,782  

Denominator:
Weighted-average shares outstanding - basic 598,004   592,507   596,814   591,033  
Effect of dilutive convertible notes
73,803   12,860   53,130   12,860  
Effect of dilutive securities 22,182   30,680   24,124   33,704  
Weighted-average shares outstanding - diluted 693,989   636,047   674,068   637,597  

Net income per common share - basic $ 0.67   $ 0.54   $ 0.95   $ 1.26  
Net income per common share - diluted $ 0.60   $ 0.51   $ 0.86   $ 1.17  

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

Stock-based awards 20,443   11,668   17,880   7,627  
Convertible notes —   —   20,673   —  

Note 6. Balance Sheet Components

The following tables provide details of the selected balance sheet items (in thousands):

Cash, Cash Equivalents, and Restricted Cash

  December 31, 2025 June 30, 2025
Cash and cash equivalents $ 4,091,083   $ 5,169,911  

Restricted cash included in prepaid expenses and other current assets and other assets 102,642   2,390  
Total cash, cash equivalents and restricted cash $ 4,193,725   $ 5,172,301  

Inventories

December 31, 2025 June 30, 2025
Finished goods $ 7,510,625   $ 3,465,352  
Work in process 2,331,526   674,613  
Purchased parts and raw materials 753,297   540,410  
Total inventories $ 10,595,448   $ 4,680,375  

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

During the three months ended December 31, 2025 and 2024, we recorded write down adjustments for excess and obsolete inventory and lower of cost and net realizable value adjustments to cost of sales totaling $ 132.9 million and $ 24.9 million, respectively, and recorded adjustments totaling $ 169.1 million and $ 34.0 million, respectively, during the six months ended December 31, 2025 and 2024.

Property, Plant, and Equipment, net

  December 31, 2025 June 30, 2025
Land $ 172,328   $ 162,848  
Buildings 186,781   182,466  
Machinery and equipment 132,447   111,331  
Building and leasehold improvements 129,174   121,665  
Furniture and fixtures 41,439   36,268  
Software 7,346   7,117  
Construction in progress
11,527   1,038  
Property, plant, and equipment, gross 681,042   622,733  
Accumulated depreciation and amortization ( 142,458 ) ( 118,245 )
Property, plant, and equipment, net $ 538,584   $ 504,488  

Depreciation expense for the three months ended December 31, 2025 and 2024 was $ 12.8 million and $ 9.5 million, respectively, and for the six months ended December 31, 2025 and 2024 was $ 24.9 million and $ 18.5 million, respectively.

Other Assets

  December 31, 2025 June 30, 2025
Non-current accounts receivable
$ 141,128   $ 166,405  
Operating lease ROU asset
370,095   293,692  
Long-term investments 123,288   112,367  
Deferred service costs, non-current 11,483   10,713  
Deposits 3,669   4,980  
Restricted cash, non-current 2,642   2,390  
Other 30,757   14,324  
Total other assets $ 683,062   $ 604,871  

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Accrued Liabilities

December 31, 2025 June 30, 2025

Accrued payroll and related expenses $ 96,122   $ 82,156  

Customer deposits 122,032   260,131  
Accrued cooperative marketing expenses 40,418   26,775  
Accrued warranty costs 15,191   9,753  
Operating lease liability 31,823   21,189  

Accrued professional fees 5,189   8,098  

Accrued interest - convertible notes
27,388   27,701  
Customer-related liabilities
34,523   32,858  
Input tax payable 53,249   39,161  
Accrued tariff 66,563   18,012  
Other 55,681   39,803  
Total accrued liabilities $ 548,179   $ 565,637  

Product Warranties

Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Balance, beginning of the period $ 21,264   $ 17,953   $ 16,954   $ 17,815  
Provision for warranty 54,313   17,162   71,215   28,695  
Costs utilized ( 52,662 ) ( 15,855 ) ( 65,535 ) ( 26,853 )
Change in estimated liability for pre-existing warranties 97   ( 972 ) 378   ( 1,369 )
Balance, end of the period $ 23,012   $ 18,288   $ 23,012   $ 18,288  

The portion of the accrued warranty costs expected to be incurred within the next 12 months is included within accrued liabilities, while the remaining balance is included within other long-term liabilities on the condensed consolidated balance sheets.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Note 7. Lines of Credit, Revolving Credit Facilities, and Term Loans

Short-term and long-term loan obligations with respect to lines of credit and term loans as of December 31, 2025 and June 30, 2025 consisted of the following (in thousands):
 

  December 31, June 30,
  2025 2025
Line of credit:

CTBC Credit Lines $ 57,389   $ —  

E.SUN Bank Credit Lines 60,000   30,000  
Mega Bank Credit Lines 30,000   —  
First Bank Credit Lines 19,934   —  

Total line of credit 167,323   30,000  
Term loan facilities:

Chang Hwa Bank Credit Facility due October 15, 2026 6,642   11,399  
CTBC Term Loan Facility, due June 4, 2030 24,140   28,822  
CTBC Term Loan Facility, due August 15, 2026 983   1,846  
E.SUN Bank Term Loan Facility, due September 15, 2026 7,652   13,678  
E.SUN Bank Term Loan Facility, due August 15, 2027 6,908   9,632  
Mega Bank Term Loan Facility, due October 3, 2026 9,565   17,098  
Total term loans 55,890   82,475  
Total lines of credit and term loans $ 223,213   $ 112,475  
Lines of credit and current portion of term loans $ 201,776   $ 75,060  
Term loans, non-current $ 21,437   $ 37,415  

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

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

Available borrowings and interest rates as of December 31, 2025 and June 30, 2025 consisted of the following (in thousands except for percentages):

  December 31, 2025 June 30, 2025
Available borrowings Interest rate Available borrowings Interest rate
Line of credit:

CTBC Credit Lines $ 127,611   2.14 % - 5.79 %
$ 185,000   2.63 % - 5.79 %

Chang Hwa Bank Credit Lines $ 25,240   1.88 % - 4.48 %
$ 30,259   1.88 % - 5.16 %

E.SUN Bank Credit Lines $ —   2.02 % - 4.56 %
$ 30,000   2.02 % - 5.12 %

Mega Bank Credit Lines $ 20,000   1.90 % - 4.50 %
$ 50,000   1.90 % - 5.26 %

First Bank Credit Lines $ 66   2.03 % - 4.49 %
$ —   n/a

JP Morgan Revolving Credit Facility $ 2,000,000   4.84 % - 5.87 %
$ —   n/a

Term loan facilities:

Chang Hwa Bank Credit Facility due October 15, 2026 $ —   2.08 % $ —   2.08 %
CTBC Term Loan Facility, due June 4, 2030 $ —   1.33 % - 1.83 %
$ —   1.33 % - 1.83 %

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

E.SUN Bank Term Loan Facility, due September 15, 2026 $ —   2.22 %
$ —   2.22 %
E.SUN Bank Term Loan Facility, due August 15, 2027 $ —   2.22 % $ —   1.92 %
 Mega Bank Term Loan Facility, due October 3, 2026 $ —     2.02 %
$ —   2.02 %

See Note 7, “Lines of Credit, Revolving Credit Facilities, and Term Loans” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a more complete description of our credit facilities.

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

 Fiscal Year:
 Principal Payments

Remainder of 2026 $ 188,329  
2027 18,252  
2028 6,156  
2029 5,466  
2030 5,010  

Total lines of credit and term loans $ 223,213  

As of December 31, 2025, we were in compliance with all the covenants for the revolving lines of credit and term loans on our condensed consolidated balance sheets.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

We entered into new agreements during the six months ended December 31, 2025 with the following terms:

Revolving Credit Facility

On December 29, 2025, we entered into a credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., (“JP Morgan”) as administrative agent and collateral agent, and a syndicate of lenders, which provides for a revolving credit facility of up to $ 2,000.0  million (the “Revolving Credit Facility”), including a $ 200.0  million letter of credit sub-limit and a $ 150.0  million same-day borrowing sub-limit, with an option to increase total commitments by up to $ 1,000.0  million subject to certain conditions. Borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The upfront fees totaling $ 9.8  million incurred in connection with the credit agreement were capitalized as deferred cost and recorded as a non-current asset included within other assets on the condensed consolidated balance sheet as of December 31, 2025.

As of December 31, 2025, we had no borrowings outstanding under the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility bear interest, at our option, at either an alternate base rate (“ABR”) or a term rate, in each case plus an applicable margin. The applicable margin varies based on (i) during a non-investment grade period, our leverage ratio (ranging from 1.25 % to 2.00 % for term rate loans and 0.25 % to 1.00 % for ABR loans), or (ii) during an investment grade period, our corporate family rating (ranging from 1.13 % to 1.38 % for term rate loans and 0.13 % to 0.38 % for ABR loans). We also pay a quarterly commitment fee on unused commitments ranging from 0.15 % to 0.30 % during a non-investment grade period (or 0.12 % to 0.15 % during an investment grade period). Investment grade period refers to the period beginning on the date (no earlier than September 30, 2026) when we attain an investment grade corporate family rating from at least two of Moody’s (Baa3 or higher), S&P (BBB- or higher), and Fitch (BBB- or higher), in each case with a stable or better outlook, and delivers an officer’s certificate to the administrative agent confirming such ratings, and continuing until the occurrence of a subsequent non-investment grade trigger event. The Revolving Credit Facility matures on December 29, 2030.

During any non-investment grade period, the Revolving Credit Facility is guaranteed by us and certain qualifying domestic subsidiaries (subject to customary exclusions) and is secured by a first-priority lien on substantially all assets of the applicable loan parties (subject to customary exclusions). The Credit Agreement includes customary restrictive covenants (some of which are not applicable during an investment grade period), including limitations on indebtedness, investments, and restricted payments, and a maximum total net leverage ratio covenant of 4.00 :1.00 for the first four full fiscal quarters after inception, stepping down to 3.50 :1.00 for the next four full fiscal quarters, and 3.00 :1.00 thereafter. The Credit Agreement contains customary events of default (including change of control), which upon occurrence may result in the acceleration of amounts outstanding and termination of lender commitments.

Chang Hwa Bank

Chang Hwa Bank Credit Lines

On September 18, 2025 (the “CHB Effective Date”), our Taiwan subsidiary entered into a credit facility (the “2025 Credit Facility”) with Chang Hwa Commercial Bank, Ltd. (“Chang Hwa Bank”) which was substantially similar to the “New Credit Facility” in 2024 to renew a Loan Contract for a general working capital loan (the “General Working Capital Loan”). The credit limit thereunder has been adjusted to a total cap of NTD 1,000.0  million, which includes $ 20.0  million from the Chang Hwa Bank Credit Facility, a credit limit of NTD 300.0  million (together, the “CHB Credit Lines”), and the remaining balance of “Chang Hwa Bank Term Loan Facility.”

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Terms for specific drawdown instruments issued under the 2025 Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in separate loan contracts (each, a “Loan Contract”) negotiated with the Chang Hwa Bank. Under three Loan Contracts entered into on the CHB Effective Date, our Taiwan subsidiary and the Chang Hwa Bank have agreed to each of the following: (a) our Taiwan subsidiary may choose one of the following, subject to a cap of $ 20.0  million under the CHB Credit Lines: (i) a Loan Contract providing for the drawdown of up to $ 20.0  million for an import loan (the “Import Open Account O/A Loan”), with the interest rate thereunder based on Taipei Forex Inc (“TAIFX”) plus a fixed margin; or (ii) a Loan Contract providing for the drawdown of up to $ 20.0  million for an export loan (the “Export Open Account O/A Loan”), with the interest rate thereunder based on TAIFX plus a fixed margin; and (b) a Loan Contract for a general working capital loan (the “General Working Capital Loan”), subject to a cap of NTD 300.0  million under the CHB Credit Lines, with the interest rate set at a fixed premium to a specified one-year time savings deposit rate, subject to a floor of 1.4 %. Only the Loan Contract referred to in (b) is subject to renewal or re-execution, while the other agreements under (a) remain unchanged. As of December 31, 2025, the outstanding borrowings under the Chang Hwa Bank credit line was $ 6.6  million.

First Bank

On July 18, 2025, our Taiwan subsidiary renewed the Credit Agreement and the Foreign Currency Agreement with First Commercial Bank Co., Ltd. (“First Bank”). The credit lines are reduced from $ 30.0  million to $ 20.0  million, including a sub-item credit limit of NTD 600.0  million designed for short-term working capital loans. As of December 31, 2025, the outstanding borrowings under the First Bank credit line was $ 19.9  million.

Note 8. Convertible Notes

The following table summarizes our convertible notes as of December 31, 2025:

  Issuance Date
Principal (in millions)
Coupon Interest
Maturity Conversion price Carrying Value (in millions)
Effective Interest Rate
2028 Convertible Notes
2/20/2025 $ 700.0   2.25   % 7/15/2028 $ 61.06   $ 687.7   2.97   %
2029 Convertible Notes
2/27/2024 $ 1,725.0   3.50   % 3/1/2029 $ 83.44   $ 1,706.4   3.86   %
2030 Convertible Notes
6/23/2025 $ 2,300.0   0.00   % 6/15/2030 $ 55.20   $ 2,260.5   0.39   %

All notes are senior unsecured obligations ranking equally in right of payment with one another and senior to any future subordinated indebtedness. Each series is convertible, at our election, into cash, shares of our common stock, or a combination thereof, and none were eligible for early conversion as of December 31, 2025.

2029 Convertible Notes

We issued $ 1,725.0 million of 0.00 % Convertible Senior Notes due 2029 (“Original 2029 Notes”) in February 2024. On February 20, 2025, we executed privately negotiated subscription and supplemental indenture agreements to amend the Original 2029 Notes (the “2029 Amendments”). Key changes included (i) establishing a 3.50 % annual coupon, payable semi-annually on March 1 and September 1 beginning September 2025, and (ii) adjusting the conversion rate to 11.9842 shares per $1,000 principal amount, equivalent to a conversion price of approximately $ 83.44 per share. All other material terms remained substantially unchanged.

The amendment was accounted for as an extinguishment of the original debt and issuance of new debt under Accounting Standards Codification (“ASC”) 470-50, resulting in a $ 30.3 million extinguishment loss recorded in other income, net, during the quarter ended March 31, 2025. Debt issuance costs are amortized to interest expense using the effective interest method.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Holders may convert their notes upon the occurrence of certain conditions, including: (1) if our stock price exceeds 130 % of the conversion price for 20 of 30 consecutive trading days; (2) if the trading price of the notes is below 98 % of the product of the stock price and conversion rate; (3) upon certain corporate events or distributions; (4) if we call the notes for redemption; or (5) at any time from and after September 1, 2028 until the second scheduled trading day before maturity. The notes are redeemable, in whole or in part, at our option beginning March 1, 2027 if our stock price exceeds 130 % of the conversion price for a specified period, at a price equal to the principal amount plus accrued and unpaid interest.

As of December 31, 2025 and June 30, 2025, unamortized issuance costs are $ 18.6 million and $ 21.3 million, respectively. The interest expense for the three months ended December 31, 2025 and 2024 totaled $ 16.5 million and $ 1.5 million, respectively, including $ 1.3 million and $ 1.5 million, respectively, from the amortization of debt issuance costs. Interest expense for the six months ended December 31, 2025 and 2024 totaled $ 32.9 million and $ 3.0 million, including $ 2.7 million and $ 3.0 million, respectively, from the amortization of debt issuance costs.

In connection with the issuance, we entered into 2029 Capped Call Transactions with certain financial institutions to reduce potential dilution upon conversion or offset cash payments exceeding principal. The capped calls were initially structured with a $ 134.14 strike price and $ 195.10 cap price and were amended in February 2025 to reflect the updated conversion rate. The amended cap price is $ 94.17 per share. These instruments are equity-classified under ASC 815-40, and no incremental value was recorded upon amendment.

2028 Convertible Notes

On February 20, 2025, we issued $ 700.0 million aggregate principal amount of 2028 Convertible Notes under an indenture with U.S. Bank Trust Company, N.A., as trustee. The notes were issued concurrently with the amended 2029 Convertible Notes and are convertible, at our election, into cash, shares of common stock, or a combination of both. The initial conversion rate is 16.3784 shares per $1,000 principal amount, equivalent to a conversion price of approximately $ 61.06 per share.

Holders may convert their 2028 Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2025, if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “2028 Convertible Note measurement period”) in which the trading price per $1,000 principal amount of 2028 Convertible Notes for each trading day of the 2028 Convertible Note measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on our common stock, as described in the 2028 Convertible Notes Indenture; (4) if we call the 2028 Convertible Notes for redemption; and (5) at any time from, and including, January 15, 2028 until the close of business on the second scheduled trading day immediately before the maturity date irrespective of the circumstances in (1) - (4) above.

Interest accrues from February 20, 2025, and is payable semi-annually on January 15 and July 15, beginning July 15, 2025. The notes mature on July 15, 2028, unless earlier converted, redeemed, or repurchased. Redemption may occur on or after March 1, 2026, if the stock price exceeds 150 % of the conversion price for a specified period.

The notes include customary provisions for conversion, redemption, and repurchase following a fundamental change. Upon such an event, holders may require us to repurchase all or part of their notes for cash equal to 100 % of principal plus accrued interest, and the conversion rate may be increased for holders converting in connection with a qualifying corporate event or redemption.

We accounted for the 2028 Convertible Notes as a single liability measured at amortized cost, as no embedded features required bifurcation as derivatives. As of December 31, 2025 and June 30, 2025, unamortized issuance costs are $ 12.3 million and $ 14.6 million, respectively. Interest expense for the three months ended December 31, 2025 totaled $ 5.1 million, including $ 1.2 million from the amortization of debt issuance costs. Interest expense for the six months ended December 31, 2025 totaled $ 10.2 million, including $ 2.3 million from the amortization of debt issuance costs.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

2030 Convertible Notes

On June 23, 2025, we issued $ 2,300 million aggregate principal amount of 2030 Convertible Notes, including the $ 300.0 million overallotment option. Net proceeds were approximately $ 2,256.0 million after issuance costs.

The 2030 Convertible Notes are convertible at an initial rate of 18.1154 shares per $1,000 principal amount, equivalent to a conversion price of approximately $ 55.20 per share. Conversion prior to December 17, 2029 is permitted only if specified conditions are met (similar to those of the 2028 Convertible Notes and the 2029 Convertible Notes). After that date, the notes become convertible at any time up to two trading days before maturity.

Holders may convert their 2030 Convertible Notes upon the occurrence of certain conditions, including: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2025, if our stock price exceeds 130 % of the conversion price for 20 of 30 consecutive trading days; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) upon certain corporate events or distributions on our common stock, as described in the Indenture; (4) if we call the notes for redemption; or (5) at any time from and after December 17, 2029 until the second scheduled trading day before maturity. The notes are redeemable, in whole or in part, beginning June 15, 2028 if our stock price exceeds 130 % of the conversion price for a specified period, at a price equal to the principal amount plus accrued and unpaid interest.

As of December 31, 2025 and June 30, 2025, unamortized issuance costs are $ 39.5 million and $ 43.9 million, respectively. Interest expense for the three and six months ended December 31, 2025 totaled $ 2.2 million and $ 4.4 million, respectively, all of which are amortization of debt issuance costs.

We entered into 2030 Capped Call Transactions with certain counterparties to mitigate dilution or cash outflows above principal upon conversion. The capped calls have an initial cap price of $ 81.78 per share, representing a 100 % premium to the $ 40.89 share price on the issuance date. These instruments are equity-classified under ASC 815-40.

Note 9. Leases

We lease offices, warehouses and other premises, vehicles and certain equipment under non-cancelable operating leases. Operating lease expense recognized and supplemental cash flow information related to operating leases for the three and six months ended December 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended December 31, Six Months Ended December 31,
2025 2024 2025 2024
Operating lease expense (including expense for lease agreements with related parties of $ 262 and $ 165 for the three months ended December 31, 2025 and 2024, respectively, and $ 466 and $ 330 for the six months ended December 31, 2025, respectively)
$ 14,989   $ 3,747   $ 28,019   $ 6,973  
Cash payments for operating leases (including payments to related parties of $ 271 and $ 153 for the three months ended December 31, 2025 and 2024, respectively, and $ 491 and $ 306 for the six months ended December 31, 2025, respectively)
$ 13,213   $ 3,716   $ 22,349   $ 6,579  
New operating lease assets obtained in exchange for operating lease liabilities $ 3,531   $ 690   $ 94,073   $ 18,472  

During the three and six months ended December 31, 2025 and 2024, our costs related to short-term lease arrangements were immaterial. Variable lease payments expensed in the three and six months ended December 31, 2025 and 2024 were immaterial.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

ROU assets and lease liabilities are recorded in the condensed consolidated balance sheets as follows (in thousands):

December 31, 2025 June 30, 2025
Other assets
$ 370,095   $ 293,692  

Accrued liabilities
$ 31,823   $ 21,189  
Other long-term liabilities
354,055   280,368  
Total lease liabilities
$ 385,878   $ 301,557  

Weighted average remaining lease term
8.9 years
9.1 years
Weighted average discount rate (1)
5.8   % 5.8   %

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

In June 2024, we entered into a lease agreement for a 21 megawatt (“MW”) data center co-location space located in Vernon, California (the “Data Center Space”) that will expire on September 30, 2035. We do not have an option to extend (or to terminate) the lease. The lease agreement consists of three tranches, with the first tranche of 6 MW having commenced on January 24, 2025, the second tranche of 9 MW commenced on May 12, 2025, and the third tranche of 6 MW commenced on August 15, 2025. As of December 31, 2025, the ROU assets and lease liabilities related to all three tranches totaled $ 289.6 million and $ 299.3  million, respectively. Variable lease payments not dependent on a rate or index associated with our leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the condensed consolidated statements of operations.

Simultaneously, we entered into a Sublicense agreement, the term of which coincides with our Data Center Space lease. We accounted for the lease as an operating lease and the Sublicense as a sublease under Accounting Standards Codification Topic 842, Leases. The Sublicense did not relieve our original obligation under the Data Center Space lease, and therefore we did not adjust the operating lease ROU asset and related liability. Sublicense income is recognized on a straight-line basis and the rental income is included in other income, net on the condensed consolidated statements of operations.

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

Three Months Ended December 31, Six Months Ended December 31,
2025 2024 2025 2024
Sublease income
$ 10,524   $ —   $ 18,657   $ —  

As of December 31, 2025, the future total minimum Sublicense receipts expected to be received are as follows (in thousands):

Fiscal Year: Future minimum Sublicense receipts

Remainder of 2026 $ 18,800  
2027 38,348  
2028 39,499  
2029 40,684  
2030 41,904  
2031 and beyond 241,533  
Total Sublicense receipts - Lessor $ 420,768  

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Maturities of operating lease liabilities under non-cancelable operating lease arrangements as of December 31, 2025 were as follows (in thousands):

Fiscal Year: Maturities of operating leases

Remainder of 2026 $ 26,974  
2027 55,880  
2028 55,380  
2029 55,781  
2030 57,320  
2031 and beyond 251,800  
Total future lease payments 503,135  
Less: Imputed interest ( 117,257 )
Present value of operating lease liabilities 385,878  
Less: Current portion
31,823  
Long-term portion of operating lease liabilities $ 354,055  

Related party leases

We have entered into lease agreements with related parties. See Note 10, “Related Party Transactions” for further discussion.

Note 10. Related Party Transactions

We have a variety of business relationships with Ablecom Technology Inc (“Ablecom”) and Compuware Technology Inc (“Compuware”), both of which are Taiwan-based corporations. Ablecom is a major contract manufacturer for us and its Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board. As of December 31, 2025, Steve Liang and his family members owned approximately 35.0 % of Ablecom’s stock. Charles Liang and his spouse, Sara Liu, who is also an officer and director for us, collectively owned approximately 10.5 % of Ablecom’s capital stock as of December 31, 2025. In addition, a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a board director, owns approximately 11.7 % of Ablecom’s capital stock. Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom. Bill Liang is also the Chief Executive Officer of Compuware, Chairman of Compuware’s board of directors and a holder of equity interest in Compuware. Steve Liang is also a member of Compuware’s board of directors and is an equity holder of Compuware. Compuware is also a major contract manufacturer for us and a distributor of our products in limited geographic regions. Neither Charles Liang nor Sara Liu own any capital stock of Compuware. The same sibling of Yih-Shyan (Wally) Liaw, owns approximately 8.7 % of Compuware’s capital stock. We otherwise do not own any of Ablecom or Compuware's capital stock.

In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $ 12.9 million from Chien-Tsun Chang, the spouse of Steve Liang. The loan was unsecured, had no maturity date and bore interest at 0.80 % per month for the first six months, increased to 0.85 % per month through February 28, 2020, and reduced to 0.25 % effective March 1, 2020. The loan was originally made at Mr. Liang's request to provide funds to repay margin loans to two financial institutions, which loans had been secured by shares of our common stock that he held. 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 December 31, 2025 and June 30, 2025, the amount due on the unsecured loan (including principal and accrued interest) was $ 0.0 million and approximately $ 16.8 million, respectively. On October 9, 2025, the outstanding loan principal and accrued interest through October 8, 2025, totaling $ 16.9 million was repaid in full.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Dealings with Ablecom

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

Under these agreements, we outsource to Ablecom a portion of our design activities and a significant part of our server chassis manufacturing as well as an immaterial portion of other components. Ablecom manufactured approximately 96.8 % and 96.1 % of the chassis purchased by us during the three months ended December 31, 2025 and 2024, respectively, and 96.7 % and 96.5 % of the chassis purchased by us during the six months ended December 31, 2025 and 2024, respectively. With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products. We pay Ablecom for the design and engineering services, and further agree to pay Ablecom for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling.

With respect to the manufacturing aspects of the relationship, Ablecom purchases most of the materials needed to manufacture the chassis from third parties and we provide certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions. Ablecom uses these materials and components to manufacture the completed chassis and then sell them back to us. For the components purchased from us, Ablecom sells the components back to us at a price equal to the price at which we sold the components to Ablecom. There is no revenue recognized by us from these transactions. We and Ablecom frequently review and negotiate the prices of the chassis we purchase from Ablecom. In addition to inventory purchases, we also incur other costs associated with design services, tooling and other miscellaneous costs from Ablecom.

Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products. Non-cancelable purchase orders from us to Ablecom on December 31, 2025 and June 30, 2025 were $ 69.9 million and $ 30.6 million, respectively, effectively representing the exposure to financial loss. We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer. Since Ablecom manufactures substantially all the chassis that we incorporate into our products, if Ablecom were to suddenly be unable to manufacture chassis for us, our business could suffer if we are unable to quickly qualify substitute suppliers who can supply high-quality chassis to us in volume and at acceptable prices. We have extended a $ 10.0 million trade credit line with a net 30 days payment term to Ablecom through a credit agreement that outlines the terms and conditions governing their business dealings.

Dealings with Compuware

We appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, Australia, Malaysia, and U.S. Compuware assumes the responsibility of installing our products at the site of the end customer, if required, and administers customer support in exchange for a discount from our standard price for its purchases. From time to time, Compuware acts as a sales representative for us in exchange for a fee that is based on a percentage of net sales generated from customers introduced to us. The fee structure for Compuware is comparable to the fee structure offered to other sales representatives in the same geographic region.

We have entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space. We extended a $ 200.0 million trade credit line on November 19, 2025, with a net 90 days payment term to Compuware through a credit agreement that outlines the terms and conditions governing their business dealings.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Under these agreements, we outsource a portion of our design activities, a significant part of our power supplies manufacturing and an immaterial portion of other components to Compuware. With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications and further agree to build the tools needed to manufacture the products. We pay Compuware for the design and engineering services and further agrees to pay Compuware for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from third parties and uses these materials to manufacture the products and then sell those products to us. We and Compuware frequently review and negotiate the prices of the power supplies we purchase from Compuware.

Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for us. We sell to Compuware most of the components needed to manufacture the above products. Compuware uses the components to manufacture the products and then sells the products back to us at a purchase price equal to the price at which we sold the components to Compuware, plus a “manufacturing value added” fee and other miscellaneous material charges and costs, including overhead and labor. There is no revenue recognized by us from these transactions. We and Compuware frequently review and negotiate the amount of the “manufacturing value added” fee that will be included in the price of the products we purchase from Compuware. In addition to the inventory purchases, we also incur costs associated with design services, tooling assets, and miscellaneous costs.

Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products. Non-cancelable purchase orders from us to Compuware on December 31, 2025 and June 30, 2025 were $ 206.4 million and $ 118.3 million, respectively, effectively representing the exposure to financial loss. We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.

Dealings with Leadtek Research Inc.

In October 2023, Ablecom and Compuware acquired an approximately 30 % interest in Leadtek Research Inc. (“Leadtek”), a Taiwan company specializing in providing professional graphics cards and workstation solutions (the “Leadtek Investment”). As of December 31, 2025 this interest came down to approximately 29 %. Prior to the Leadtek Investment, none of our related parties had direct or indirect material interests in any transactions in which we were a participant with Leadtek. Commencing with the closing of the Leadtek Investment, Steve Liang and Bill Liang have served as two of the seven members of the Leadtek board of directors. We engaged in transactions whereby we sold servers worth $ 0.5  million and $ 0.2  million to Leadtek during the three months ended December 31, 2025 and 2024, respectively, and $ 0.8  million and $ 0.3  million to Leadtek during the six months ended December 31, 2025 and 2024, respectively. We purchased graphic cards worth $ 0.0 million and $ 0.1  million from Leadtek during the three months ended December 31, 2025 and 2024, respectively, and $ 0.0 million and $ 0.5  million from Leadtek during the six months ended December 31, 2025 and 2024, respectively.

Dealings with Investment in a Corporate Venture

In October 2016, we entered into agreements pursuant to which we contributed certain technology rights in connection with an investment in a privately held company (the “Corporate Venture”) located in China to expand our presence in China. The Corporate Venture was 30 % owned by us and 70 % owned by another company in China. The agreement was signed in the third quarter of the fiscal year ended June 30, 2017, and the investment was accounted for using the equity method of accounting. The Corporate Venture was also a related party.

We monitor the investment for events or circumstances indicative of potential impairment and make appropriate reductions in carrying values if we determine that an impairment charge is required. As of June 30, 2025, we concluded the Corporate Venture would be divested in the fiscal year ending June 2026. We performed an impairment analysis on this investment and concluded the remaining carrying value of the equity investment of $ 6.7  million was impaired as of June 30, 2025. On November 25, 2025, the Equity Transfer Agreement was signed, and the divestiture of our 30 % interest was completed on December 23, 2025, and the Corporate Venture ceased to be a related party as of December 23, 2025.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

We sold products worth $ 5.3 million and $ 0.0 million to the Corporate Venture during the three months ended December 31, 2025 and 2024, respectively, and $ 8.1 million and $ 4.8 million to the Corporate Venture during the six months ended December 31, 2025 and 2024, respectively. Our share of intra-entity profits on the products that remained unsold by the Corporate Venture as of December 31, 2025 has been eliminated and have reduced the carrying value of our investment in the Corporate Venture due to prior impairment write-off. To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities. We had $ 1.5 million and less than $ 0.1 million due from the Corporate Venture in accounts receivable, net as of December 31, 2025 and June 30, 2025, respectively.

Other Transactions

For the three months ended December 31, 2025 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 three months ended December 31, 2024, we had no transactions from Green Earth Liang’s Inc. For the six months ended December 31, 2025, we had no sales to and immaterial purchases from Green Earth Liang’s Inc. For the six months ended December 31, 2024, we had immaterial expense reimbursement from Green Earth Liang's Inc. As of December 31, 2025 and June 30, 2025, there was no amount due to and from Green Earth.

We had the following balances related to transactions with our related parties as of December 31, 2025 and June 30, 2025 (in thousands):

Accounts receivable
Other receivables (1)
Other assets Accounts payable Accrued liabilities (2)
Other long-term liabilities (3)

Ablecom
As of December 31, 2025
$ 1   $ 618   $ 97   $ 88,961   $ 841   $ 339  
As of June 30, 2025
$ 1   $ 1,059   $ —   $ 55,460   $ 753   $ 114  

Compuware
As of December 31, 2025
$ 88   $ 14   $ —   $ 60,887   $ 778   $ 319  
As of June 30, 2025
$ 285   $ 12,686   $ —   $ 74,292   $ 291   $ 494  

Corporate Venture
As of December 31, 2025
$ 1,528   $ —   $ —   $ —   $ —   $ —  
As of June 30, 2025
$ 30   $ —   $ —   $ —   $ —   $ —  

Leadtek
As of December 31, 2025
$ 347   $ —   $ —   $ —   $ —   $ —  
As of June 30, 2025
$ 77   $ —   $ —   $ —   $ —   $ —  

Total
As of December 31, 2025
$ 1,964   $ 632   $ 97   $ 149,848   $ 1,619   $ 658  
As of June 30, 2025
$ 393   $ 13,745   $ —   $ 129,752   $ 1,044   $ 608  

(1) Other receivables include receivables from vendors included in prepaid expenses and other current assets.
(2) Includes current portion of operating lease liabilities included in other current liabilities.
(3) Other long-term liabilities include non-current portion of lease liabilities.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Our results from transactions with our related parties for each of the three months ended December 31, 2025 and 2024, are as follows (in thousands):

Net sales Cost of sales Purchase of fixed assets Research and Development Sales and marketing
Ablecom
Three months ended December 31, 2025 $ 46   $ 111,921   $ 1,824   $ 1,579   $ —  
Three months ended December 31, 2024 $ 5   $ 64,773   $ 2,639   $ 1,125   $ —  

Compuware
Three months ended December 31, 2025 $ 4,129   $ 79,873   $ —   $ 505   $ 699  
Three months ended December 31, 2024 $ 11,065   $ 71,230   $ 14   $ 280   $ —  

Corporate Venture
Three months ended December 31, 2025 $ 5,379   $ —   $ —   $ —   $ —  
Three months ended December 31, 2024 $ ( 51 ) $ —   $ —   $ —   $ —  

Leadtek
Three months ended December 31, 2025 $ 556   $ —   $ —   $ —   $ —  
Three months ended December 31, 2024 $ 258   $ 106   $ —   $ —   $ —  

Green Earth
Three months ended December 31, 2025 $ —   $ —   $ —   $ —   $ 44  
Three months ended December 31, 2024 $ —   $ —   $ —   $ —   $ —  
Total
Three months ended December 31, 2025 $ 10,110   $ 191,794   $ 1,824   $ 2,084   $ 743  
Three months ended December 31, 2024 $ 11,277   $ 136,109   $ 2,653   $ 1,405   $ —  

Our results from transactions with our related parties for each of the six months ended December 31, 2025 and 2024, are as follows (in thousands):

Net sales Cost of sales Purchase of fixed assets Research and Development Sales and marketing
Ablecom
Six months ended December 31, 2025 $ 88   $ 181,762   $ 3,479   $ 2,407   $ —  
Six months ended December 31, 2024 $ 7   $ 202,279   $ 7,131   $ 2,987   $ —  

Compuware
Six months ended December 31, 2025 $ 10,003   $ 165,360   $ 149   $ 693   $ 635  
Six months ended December 31, 2024 $ 21,040   $ 173,348   $ 371   $ 660   $ —  

Corporate Venture
Six months ended December 31, 2025 $ 8,147   $ —   $ —   $ —   $ —  
Six months ended December 31, 2024 $ 4,776   $ —   $ —   $ —   $ —  

Leadtek
Six months ended December 31, 2025 $ 823   $ —   $ —   $ —   $ —  
Six months ended December 31, 2024 $ 329   $ 534   $ —   $ —   $ —  

Green Earth
Six months ended December 31, 2025 $ —   $ —   $ —   $ —   $ 46  
Six months ended December 31, 2024 $ —   $ —   $ —   $ —   $ ( 6 )
Total
Six months ended December 31, 2025 $ 19,061   $ 347,122   $ 3,628   $ 3,100   $ 681  
Six months ended December 31, 2024 $ 26,152   $ 376,161   $ 7,502   $ 3,647   $ ( 6 )

SMCI | Q2 2026 Form 10-Q | 29

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Our cash flow impact from transactions with our related parties for each of the six months ended December 31, 2025 and 2024, are as follows (in thousands):

Changes in accounts receivable Changes in prepaid expenses and other assets Changes in accounts payable Changes in accrued liabilities Changes in other long-term liabilities Cash payment for property, plant, and equipment Unpaid property, plant, and equipment
Ablecom
Six months ended December 31, 2025 $ —   $ 344   $ 33,501   $ 88   $ 225   $ 5,551   $ 1,807  
Six months ended December 31, 2024 $ ( 1 ) $ 330   $ ( 45,875 ) $ 294   $ 154   $ 6,525   $ 2,946  

Compuware
Six months ended December 31, 2025 $ 197   $ 12,672   $ ( 13,405 ) $ 487   $ ( 175 ) $ 149   $ —  
Six months ended December 31, 2024 $ 108   $ ( 5,741 ) $ ( 9,739 ) $ ( 146 ) $ —   $ 357   $ 14  

Corporate Venture
Six months ended December 31, 2025 $ ( 1,498 ) $ —   $ —   $ —   $ —   $ —   $ —  
Six months ended December 31, 2024 $ 5,077   $ —   $ —   $ —   $ —   $ —   $ —  

Leadtek
Six months ended December 31, 2025 $ ( 270 ) $ —   $ —   $ —   $ —   $ —   $ —  
Six months ended December 31, 2024 $ 842   $ —   $ 146   $ —   $ —   $ —   $ —  

Total
Six months ended December 31, 2025 $ ( 1,571 ) $ 13,016   $ 20,096   $ 575   $ 50   $ 5,700   $ 1,807  
Six months ended December 31, 2024 $ 6,026   $ ( 5,411 ) $ ( 55,468 ) $ 148   $ 154   $ 6,882   $ 2,960  

Note 11. Stock-based Compensation and Stockholders’ Equity

Preferred Stock

We have 10,000,000 shares of undesignated preferred stock, $ 0.001 par value per share, authorized but not issued with rights and preferences determined by our board of directors at the time of issuance of such shares. As of December 31, 2025 and June 30, 2025, there were no shares of preferred stock issued and outstanding.

Common Stock

We may issue up to 1,000,000,000 shares of common stock, $ 0.001 par value per share. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

SMCI | Q2 2026 Form 10-Q | 30

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Equity Incentive Plan

Our 2020 Equity and Incentive Compensation Plan (the “2020 Plan”) was approved by stockholders on June 5, 2020, authorizing 50,000,000 plus 10,450,000 shares carried over from the 2016 Equity Incentive Plan (the “2016 Plan”). No new awards may be granted under the 2016 Plan, though 72,460,000 shares remained reserved for outstanding awards at the time of adoption. Stockholders approved amendments to the 2020 Plan in May 2022, January 2024, and June 2025, increasing the share reserve by 20,000,000 , 15,000,000 , and 18,000,000 respectively. Awards under the 2020 Plan include stock options, restricted stock units, performance shares, and other equity-based awards. Stock options are granted at a price not less than fair value ( 110 % for 10 % stockholders) and generally expire ten years after the date of the grant. Stock options and RSUs generally vest over four years ( 25 % after one year and quarterly thereafter).

As of December 31, 2025, we had 11,639,859 authorized shares available for future issuance under the 2020 Plan.

Determining Fair Value

We measure RSUs at the grant-date stock price and stock options using the Black-Scholes model, with inputs for expected term, volatility, zero dividend yield, and U.S. Treasury risk-free rates, amortized over the vesting period.

The weighted-average estimated fair value of employee stock options granted during the three and six months ended December 31, 2025 was $ 36.16 and $ 38.01 per share, respectively, and three and six months ended December 31, 2024 was $ 20.82 and $ 30.29 , respectively using the below assumptions.

The fair value of stock option grants for the three and six months ended December 31, 2025 and 2024 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Risk-free interest rate 3.68 %
4.17 % - 4.20 %
3.68 % - 4.00 %
3.82 % - 4.20 %

Expected term 5.95 years
5.98 years
3.44 years - 5.95 years
3.00 years - 5.98 years

Dividend yield — % — % — % — %
Volatility 77.25 %
67.17 %
76.16 % - 92.16 %
63.67 % - 69.97 %

The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended December 31, 2025 and 2024 (in thousands):
 

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Cost of sales $ 6,803   $ 6,694   $ 13,878   $ 10,653  
Research and development 59,542   50,809   116,975   87,336  
Sales and marketing 10,324   9,559   21,424   17,322  
General and administrative 13,816   15,060   27,347   30,825  
Stock-based compensation expense before taxes 90,485   82,122   179,624   146,136  
Income tax impact ( 22,459 ) ( 19,136 ) ( 41,660 ) ( 35,009 )
Stock-based compensation expense, net $ 68,026   $ 62,986   $ 137,964   $ 111,127  

During the three and six months ended December 31, 2025, there was no stock-based compensation expense capitalized to our condensed consolidated balance sheets. During the three and six months ended December 31, 2024, stock-based compensation expense capitalized to our condensed consolidated balance sheets was $ 0.1 million and $ 0.3 million, respectively.

SMCI | Q2 2026 Form 10-Q | 31

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Stock Option Activity

2023 CEO Performance Award

In November 2023, the Compensation Committee granted the CEO a stock option for 5,000,000 shares at an exercise price of $ 45.00 . Vesting occurs in five tranches upon achievement of specified stock price targets ($ 45.00 to $ 110.00 per share) and revenue-based operational milestones, subject to continued service. Shares exercised before November 14, 2026 must be held until that date, except for those sold to cover exercise costs and taxes.

The achievement status of the operational and stock price milestones as of December 31, 2025 was as follows:

Annualized Revenue Milestone
(in billions) (1)
Achievement Status Stock Price Milestone (1)
Achievement Status
$ 13.0 Achieved (6)
$ 45.00 Achieved (2)

$ 15.0 Achieved (7)
$ 60.00 Achieved (3)

$ 17.0 Achieved (8)
$ 75.00 Achieved (4)

$ 19.0 Achieved (9)
$ 90.00 Achieved (5)

$ 21.0 Achieved (10)
$ 110.00 Not yet achieved

(1) Under the terms of the 2023 CEO Performance Stock Option, the annualized revenue milestones and stock price milestones set forth in the table above must be achieved by December 31, 2028 and March 31, 2029, respectively.
(2) On March 2, 2024, the Compensation Committee certified achievement of the $ 45.00 stock price milestone based upon the 60 trading day average stock price from November 29, 2023 through February 26, 2024.
(3) On April 1, 2024, the Compensation Committee certified achievement of the $ 60.00 stock price milestone based upon the 60 trading day average stock price from December 15, 2023 through March 13, 2024.
(4) On April 1, 2024, the Compensation Committee certified achievement of the $ 75.00 stock price milestone based upon the 60 trading day average stock price from January 4, 2024 through April 1, 2024.
(5) On May 5, 2024, the Compensation Committee certified achievement of the $ 90.00 stock price milestone based upon the 60 trading day average stock price from January 31, 2024 through April 25, 2024.
(6) On February 27, 2025, the Compensation Committee certified achievement of the $ 13.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of June 30, 2024.
(7) 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.
(8) 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.
(9) 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.
(10) On August 26, 2025, the Compensation Committee certified achievement of the $ 21.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of March 31, 2025.

During the three and six months ended December 31, 2025, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 1.0 million and $ 1.9 million, respectively. During the three and six months ended December 31, 2024, we recognized compensation expense related to the 2023 CEO Performance Stock Option of $ 3.8 million and $ 11.5 million, respectively. As of December 31, 2025, we had $ 3.6 million in unrecognized compensation cost related to the 2023 CEO Performance Stock Option. The unrecognized compensation cost as of December 31, 2025 is expected to be recognized over a period of 1 year.

SMCI | Q2 2026 Form 10-Q | 32

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

The following table summarizes stock option activity during the six months ended December 31, 2025 under all plans: 

Options
Outstanding Weighted
Average
Exercise
Price per
Share Weighted
Average
Grant Date Fair Value Weighted
Average
Remaining
Contractual
Term (in Years) Aggregate
Intrinsic
Value
(in thousands)
Balance as of June 30, 2025
34,848,133   $ 22.47   $ —  —  $ — 
Granted 2,394,317   $ 55.33   $ 38.01   —  $ — 
Exercised ( 1,132,758 ) $ 7.46   $ —  —  $ — 
Forfeited/Cancelled ( 581,829 ) $ 39.57   $ —  —  $ — 
Balance as of December 31, 2025
35,527,863   $ 24.88   $ —  6.69 $ 453,138  

Options exercisable at December 31, 2025
24,445,698   $ 16.92   $ —  5.83 $ 421,961  

The total pretax intrinsic value of options exercised during the three and six months ended December 31, 2025 was $ 16.4 million and $ 39.7 million, respectively. The total pretax intrinsic value of options exercised during the three and six months ended December 31, 2024 was $ 52.7 million and $ 115.8 million, respectively.

As of December 31, 2025, $ 250.2 million of unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.62 years.

RSU Activity

The following table summarizes RSU activity during the six months ended December 31, 2025 under all plans: 

Time-Based RSUs
Outstanding Weighted
Average
Grant-Date Fair Value per Share
Balance as of June 30, 2025
20,428,647   $ 34.22  
Granted 4,644,054   $ 55.41  
Released ( 5,205,548 ) $ 28.66  
Forfeited ( 879,343 ) $ 40.71  
Balance as of December 31, 2025
18,987,810   $ 40.63  

As of December 31, 2025, $ 701.7 million of unrecognized compensation cost related to unvested RSUs is expected to be recognized over a weighted-average period of 2.62 years.

Note 12. Income Taxes

We recorded a provision for income taxes of $ 99.2 million and $ 139.3 million for the three and six months ended December 31, 2025, respectively, and provision of $ 57.0 million and $ 131.7 million for the three and six months ended December 31, 2024, respectively. The effective tax rate was 19.8 % and 19.7 % for the three and six months ended December 31, 2025, respectively, and 15.2 % and 15.1 % for the three and six months ended December 31, 2024, respectively. The effective tax rate for the three and six months ended December 31, 2025 was higher than that for the three and six months ended December 31, 2024, primarily due to the significant decrease in tax deductions related to stock-based compensation and research tax credit, due to a lower stock vesting price in the three and six months ended December 31, 2025, combined with an increase of state taxes which was attributable to a change in our jurisdictional mix of income. The effective tax rate for the three and six months ended December 31, 2025 were lower than the U.S. federal statutory rate of 21.0%, primarily due to tax benefits from the foreign-derived intangible income deduction, stock-based compensation, and the U.S. federal research tax credit.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law and contains several changes to key U.S. federal income tax laws, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. As of December 31, 2025, we have recognized the tax effects of certain OBBBA provisions. We will continue to evaluate the impact of the OBBBA upon our future effective tax rate, tax liabilities, and cash taxes.

We believe that we have adequately provided reserves for all uncertain tax positions; however, amounts asserted by tax authorities could be greater or less than our current position. Accordingly, our provision on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or as the underlying matters are settled or otherwise resolved.

In general, the federal statute of limitations remains open for tax years ended June 30, 2022 through 2025. Various states' statutes of limitations remain open in general for tax years ended June 30, 2021 through 2025. Certain statutes of limitations in major foreign jurisdictions remain open for the tax years ended June 30, 2019 through 2025. It is reasonably possible that our gross unrecognized tax benefits will decrease by approximately $ 4.1 million, in the next 12 months, due to the lapse of the statute of limitations in certain jurisdictions. These adjustments, if recognized, would positively impact our effective tax rate, and would be recognized as additional tax benefits.

Note 13. Commitments and Contingencies

Litigation and claims

On August 30, 2024, a putative class action complaint was filed against the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer in the U.S. District Court for the Northern District of California ( Averza v. Super Micro Computer, Inc., et al. , No. 5:24-cv-06147). On October 4, 2024, a putative class action complaint was filed in the same court ( Norfolk County Retirement System v. Super Micro Computer, Inc., et al. , No. 5:24-cv-06980). On October 18, 2024, a putative class action complaint was filed in the same court ( Covey Financial Inc., et al. v. Super Micro Computer, Inc., et al. , No. 5:24-cv-07274). The complaints contain similar allegations, claiming that (i) each of the defendants violated Section 10(b) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder and (ii) each of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer violated Section 20(a) of the Securities Exchange Act as controlling persons of the Company for the alleged violations under (i), due (in each case) to alleged misrepresentations and/or omissions in public statements regarding the Company’s financial results and its internal controls and procedures. The Court then appointed Universal-Investment-Gesellschaft mbH as the Lead Plaintiff, who thereafter filed a Consolidated Amended Complaint on September 22, 2025. The appointment of Lead Plaintiff has been appealed to the Supreme Court of California. Company filed its Motion to Dismiss on November 21, 2025, with the hearing scheduled for March 12, 2026. These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

On September 11, 2024, certain current and former directors and certain current officers of the Company were named as defendants in a putative derivative lawsuit filed in the U.S. District Court for the Northern District of California, captioned Hollin v. Liang, et al. , Case No. 5:24-cv-06410 (the “ Hollin Action”). Four additional putative derivative lawsuits have been filed in the same court, captioned Latypov v. Liang, et al. , Case No. 5:24-cv-06779 (filed Sept. 26, 2024), Keritsis v. Liang, et al. , Case No. 5:24-cv-07753 (filed Nov. 6, 2024), Roy v. Liang, et al. , Case No. 5:24-cv-08006 (filed Nov. 14, 2024), and Jha v. Liang, et al. , No. 5:24-cv-08792 (filed Dec. 5, 2024) (together with the Hollin Action, the “Federal Derivative Litigation”). On November 20, 2024, a similar putative derivative lawsuit was filed in the Superior Court of California, County of Santa Clara, captioned Spatz v. Liang, et al. , Case No. 24CV452241 (the “ Spatz Action”). Two additional putative derivative lawsuits have been filed in the same court, captioned Clark v. Liang, et al. , Case No. 24CV454416 (filed Dec. 17, 2024) and Carter, et al. v. Liang, et al. , Case No. 24CV454689 (filed Dec. 20, 2024) (together with the Spatz Action, the “State Court Derivative Litigation,” and together with the Federal Derivative Litigation, the “Derivative Litigation”). The Company was also named as a nominal defendant in the Derivative Litigation. The Federal Derivative Litigation purports to allege derivative claims for breaches of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution arising out of allegations that the Company’s officers and directors caused the Company to issue materially false and misleading statements concerning the Company’s business operations and financial results. The State Court Derivative Litigation purports to allege claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider trading arising out of similar allegations as the Federal Derivative Litigation. The plaintiffs in the Derivative Litigation seek unspecified money damages, in addition to punitive damages and other relief. The Court in the Hollin Action consolidated the five previously stayed Federal Derivative Litigation actions. The Court in the Spatz Action stayed all proceedings and consolidating the three State Court Derivative Litigation actions. On August 29, 2025, certain current and former directors and certain current officers of the Company were named as defendants in another putative derivative lawsuit filed in the Delaware Court of Chancery, captioned Anderson v. Liang, et al. , C.A. No. 2025-0986-KSJM. On January 6, 2026, a substantially similar lawsuit was filed in the Delaware Court of Chancery, captioned Mathiyalagan v. Liang, et. al . On January 29, 2026, another substantially similar lawsuit was filed in Northern District of California by plaintiffs Employees’ Retirement System of the State of Rhode Island and Bucks County Employees’ Retirement System. These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any

On November 19, 2024, the Company received a subpoena from the U.S. Securities and Exchange Commission Enforcement Staff in connection with an investigation entitled In the Matter of Super Micro Computer, Inc. The Company continues to produce documents in response to the subpoena. The matter is too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.

Other legal proceedings and indemnifications

In the ordinary course of our business, we periodically receive subpoenas, civil investigative demands, and other formal requests for information from various courts, regulatory bodies, and government agencies. These requests typically seek documents or information related to our customers, products, or transactions in connection with matters that do not directly name or involve us as a party or target. Our general policy is to cooperate and respond fully to such requests as required by law. We are not aware of any such matters that, individually or in the aggregate, are expected to have a material adverse effect on the Company’s financial position.

We have entered into indemnification agreements with our current and former directors and executive officers. Under these agreements, we have agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings. It is not possible to determine the maximum potential amount of payments we could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim. However, we maintain directors and officers liability insurance coverage to reduce its exposure to such obligations.

SMCI | Q2 2026 Form 10-Q | 35

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SUPER MICRO COMPUTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Purchase Commitments — We have agreements to purchase inventory and non-inventory items primarily through the next 12 months. As of December 31, 2025 , these remaining non-cancelable commitments were $ 3.9 billion , including $ 276.3 million for related parties. We also review and assess the need for expected loss liabilities on a quarterly basis for all products we do not expect to sell for but have committed purchases from suppliers. There were no loss liabilities recognized as of December 31, 2025 and June 30, 2025.

Lease Commitments — See Note 9, “Leases”, for a discussion of our operating lease commitments.

Note 14. Subsequent Events

CTBC credit agreement

On January 21, 2026, we entered into a credit agreement with a group of lenders led by CTBC Bank Co., Ltd., along with Credit Agricole CIB, Taipei Branch and E.Sun Commercial Bank, Ltd. as lead arrangers. The agreement provides for two revolving credit facilities totaling $ 710.0  million, with an option to increase total commitments to up to $ 2.0  billion, subject to certain conditions. On January 30, 2026, we entered into an increased facilities letter under this credit agreement, providing for additional revolving credit facilities in an aggregate amount of $ 1.1  billion. As a result, the total lender commitments under the credit agreement increased to $ 1.8  billion.

SMCI | Q2 2026 Form 10-Q | 36

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Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related footnotes included elsewhere in this Quarterly Report on Form 10-Q, and the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which includes our consolidated financial statements for the fiscal years ended June 30, 2025 and 2024.

Overview

We are a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, we are committed to delivering first-to-market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. As a Total IT Solutions manufacturer, our offerings include server, artificial intelligence (“AI”) systems, storage, IoT devices, switches, software, and support services. Supermicro's expertise in motherboard, power, and chassis design drives our ability to develop and produce next-generation innovations, from cloud to edge, for our global customers. Our products are designed and manufactured in-house across facilities in the United States, Taiwan, and the Netherlands. Leveraging our global operations for scale and efficiency, we optimize solutions to improve TCO while reducing environmental impact through Green Computing initiatives. Our award-winning portfolio of Server Building Block Solutions empowers customers to tailor systems precisely to their exact workloads and applications. By selecting from a broad family of flexible and reusable building blocks, customers can configure a comprehensive range of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions, including air-conditioned, free air, and liquid cooling solutions.

We commenced operations in 1993 and have been profitable every year since inception. For the three months ended December 31, 2025 and 2024, our net income was $400.6 million and $320.6 million, respectively. For the six months ended December 31, 2025 and 2024, our net income was $568.8 million and $744.9 million, respectively.

In order to increase our sales and profits, we believe that we must continue to develop flexible application optimized server and storage solutions while being among the first to market with new features and products. Our focus is on delivering Total IT Solutions that integrate, validate, and deliver server, storage, networking and software at the rack and cluster (multi-rack) level. Additionally, we will continue to expand our software offerings and enhance customer service and support, particularly as we increase our focus on large enterprise and data center customers. A key component of our strategy is our Data Center Building Block Solutions (“DCBBS”), which significantly reduces data center build time and enables full integration of AI computing, server, storage, networking, rack, cabling, liquid cooling, end-to-end management software, onsite deployment services, and ongoing maintenance. To further expand our market share, we also recognize the need to strengthen our network of sales partners and distribution channels.

We measure our financial success based on various key indicators, including growth in net sales, gross profit margin, operating margin, and net income per common share. In addition to these financial metrics, a critical non-financial indicator of our success is our ability to rapidly introduce new products and deliver the latest application-optimized server and storage solutions. To support this, we work closely with the developers and manufacturers of key components, allowing us to integrate emerging technologies as they become available. Our ability to quickly bring new products to market, which we believe is enabled by our Building Block Solution architecture and has historically enabled us to capitalize on major technology transitions such as the launch of new GPUs, microprocessors and storage technologies. Accordingly, we closely monitor the product introduction cycles of industry leaders, including NVIDIA Corporation, Intel Corporation, Advanced Micro Devices, Inc., Broadcom Inc., Samsung Electronics Company Limited, Micron Technology, Inc. and others. This strategic focus directly informs our research and development investments, as we continue to allocate resources toward both our current initiatives and future product innovation.

SMCI | Q2 2026 Form 10-Q | 37

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AI and Data Centers

The growing use of AI, which requires enhanced datacenter capabilities, has substantially increased demand for our products. We expect this trend to continue, with further demand for datacenter expansion driven by the AI market. As a result, we will continue to enhance our product capabilities and expand our service offerings, including DCBBS to address the growing demand in the AI market and datacenter markets. We believe that our ability to tailor certain products to the unique needs of these sectors sets us apart from many competitors and positions us to capture an even greater market share going forward.

Macroeconomic Factors

Macroeconomic factors, including inflation, interest rate changes, capital market volatility, global supply chain constraints, tariffs, and global economic and geopolitical developments, have had and may continue to have direct and indirect impacts on our business and results of operations, particularly demand for our products and net sales. While difficult to isolate and quantify, these macroeconomic factors have also impacted and may continue to impact our supply chain and manufacturing costs, employee wages, costs for capital equipment and value of our investments. Further, while many of these macroeconomic factors could have a long-term impact, others may have a short-term impact which could lead to our financial results not being comparable on a period-to-period basis.

Financial Highlights

The following is a summary of our financial highlights for the three months ended December 31, 2025 and 2024:

Three Months Ended December 31,
2025 2024
Net sales $ 12,682,491  $ 5,677,962 
Gross profit $ 798,567  $ 670,022 
Total operating expenses $ 324,269  $ 301,398 
Income from operations $ 474,298  $ 368,624 
Net income
$ 400,564  $ 320,596 
Net income per diluted share $ 0.60  $ 0.51 

• Net sales increased by 123.4% in the three months ended December 31, 2025 as compared to the three months ended December 31, 2024 primarily driven by fulfillment and shipment of orders to support our customers' datacenter deployment, including a large design win from one customer, during the second quarter, some of which were originally delayed in the previous quarter, due to customer configuration upgrades and data center readiness matters. An increase in our average selling price also contributed modestly by product mix.
• Gross margin decreased to 6.3% in the three months ended December 31, 2025 from 11.8% in the three months ended December 31, 2024, primarily due to our strategy to offer competitive pricing to gain market share and a change in product and customer mix.
• Operating expenses increased by 7.6% in the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily due to higher headcount and increases in salary and stock-based compensation.
• Net income increased to $400.6 million in the three months ended December 31, 2025 as compared to $320.6 million in the three months ended December 31, 2024, which was primarily due to a higher increase in net sales.

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. On an ongoing basis, we regularly evaluate our accounting estimates based on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The actual impact on our financial performance could differ from these estimates under different assumptions or conditions.

An accounting estimate is considered critical if both (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and (ii) the impact within a reasonable range of outcomes of the estimates and assumptions is material to our condensed consolidated financial statements. Critical accounting estimates in the areas of inventories, revenue recognition, and income taxes, when applicable, have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting estimates.

There have been no material changes to our critical estimates as compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Results of Operations

Components of Results of Operations

Net Sales

Net sales primarily consist of sales of our server and storage solutions, including systems and related services, subsystems, and accessories. The key factors that impact net sales of our server and storage systems are the number of servers and racks sold, as well as the average selling prices per server or rack. For subsystems and accessories, the main drivers of net sales are the number of units shipped and the average selling price per unit. The prices for our server and storage systems can vary widely depending on the configuration, including factors such as speed, functionality and performance of key components, including CPUs, GPUs, SSDs, cooling systems, and memory. Similarly, the prices for our subsystems and accessories fluctuate depending on the relative value of the specific item being purchased, such as power supplies, server boards, chassis or other accessories.

Cost of Sales, Gross Profit and Gross Margin

Cost of sales primarily consists of the costs to manufacture our products, which includes: the costs of components and materials, contract manufacturing, shipping, personnel expenses (salaries, benefits, stock-based compensation and incentive bonuses), equipment and facility expenses, warranty costs and inventory reserve charges.

We use several suppliers and contract manufacturers to design and manufacture subsystems in accordance with our specifications, with most final assembly and testing performed at our manufacturing facilities in the region where our products are sold. We work with Ablecom, one of our key contract manufacturers and a related party, for our chassis and certain other components. We also outsource a significant part of the manufacturing of certain components, particularly power supplies, to Compuware, also a related party. We also collaborate on design and development activities with Ablecom and Compuware, where we substantially fund the design costs and retain the intellectual property rights. Our purchases of products from Ablecom and Compuware combined represented 1.6% and 2.1% of cost of sales on our condensed consolidated statements of operations for the three and six months ended December 31, 2025, respectively, and 2.7% and 3.7% of cost of sales on our condensed consolidated statements of operations for the three and six months ended December 31, 2024, respectively. For further details on our dealings with related parties, see Note 10, “Related Party Transactions” in the notes to the condensed consolidated financial statements.

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Research and Development

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

Sales and Marketing

Sales and marketing expenses consist primarily of personnel expenses including salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for our sales and marketing personnel, cost for trade shows, sales representative fees and marketing programs. From time to time, we receive marketing development funding from certain suppliers. Under these arrangements, we are reimbursed for certain marketing costs that we incur as part of the joint promotion of our products and those of our suppliers. These amounts offset a portion of the related expenses and have the effect of reducing our reported sales and marketing expenses.

General and Administrative

General and administrative expenses consist primarily of general corporate costs, including personnel expenses such as salaries, benefits, stock-based compensation and incentive bonuses, and related expenses for our general and administrative personnel, financial reporting, corporate governance and compliance, outside legal, audit, tax fees, insurance and credit losses on accounts receivable.

Other Income, Net, Interest Income, and Interest Expense

Other income, net, interest income, and interest expense consists primarily of interest earned on our investments and cash balances, interest incurred on our debt, and foreign exchange gains and losses.

Income Tax Provision

Our income tax provision is based on our taxable income generated in the jurisdictions in which we operate, which primarily include the United States, Taiwan, and the Netherlands. Our effective tax rate differs from the statutory rate primarily due to research and development tax credits, certain non-deductible expenses, tax benefits from foreign derived intangible income, and stock-based compensation.

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The following table presents certain items of our condensed consolidated statements of operations for the three and six months ended December 31, 2025 and 2024 (in millions):