Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of July 31, 2022, by:

• Each of the named executive officers during fiscal year 2022;

• Each of our directors;

• All directors and executive officers as a group; and

• All persons known to us who beneficially own 5% or more of our outstanding common stock.

• Represents beneficial ownership of less than one percent of the outstanding shares of common stock

(1)Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws applicable and to the information contained in the footnotes to this table. Except as otherwise provided, the address of each stockholder listed in the table is 980 Rock Avenue, San Jose, CA 95131.

(2)Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or RSUs subject to vesting.

(3)Calculated on the basis of 52,347,039 shares of common stock outstanding as of July 31, 2022, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after July 31, 2022, are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4)Includes 728,010 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2022. Also includes 2,663,752 shares jointly held by Mr. Liang and Sara Liu, his spouse, 46,051 shares held directly by Ms. Liu and 38,996 options exercisable and 433 RSU shares issuable within 60 days after July 31, 2022. See footnote 9.

(5)Includes 34,218 options exercisable and 211 RSU shares issuable within 60 days after July 31,2022.

(6)Includes 29,396 options exercisable and 364 RSU shares issuable within 60 days after July 31, 2022.

(7)Includes 28,250 options exercisable and 225 RSU share issuable within 60 days after July 31, 2022.

(8)Includes 5,000 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2022.

(9)Includes 38,996 options exercisable and 433 RSU shares issuable within 60 days after July 31, 2022. Also includes 2,663,752 shares jointly held by Ms. Liu and Mr. Liang, her spouse, 3,987,477 shares held by Charles Liang, and 728,010 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2022. See footnote 4.

(10)Includes 865,103 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2022.

(11)The information is based solely on the Schedule 13-F filed on May 16, 2022. The address for the reporting person is 150 S. Fifth St. Suite 2550, Minneapolis, MN 55402.

(12)The information is based solely on the Amendment No. 1 to Schedule 13G filed on February 3, 2022. BlackRock, Inc. has sole voting power over 3,080,779 shares of common stock and sole dispositive power over 3,169,548 shares of common stock. The address for the reporting person is 55 East 52nd Street, New York, New York 10055.

SMCI | 2022 Form 10-K | 134

(13)The information is based solely on the Amendment No. 1 to Schedule 13G filed on February 10, 2022. The Vanguard Group has shared voting power over 37,940 shares of common stock, sole dispositive power over 4,278,159 shares of common stock and shared dispositive power over 70,753 shares of common stock. The address for the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

Equity Compensation Plan Information

We currently maintain three compensation plans that provide for the issuance of our Common Stock to officers and other employees, directors and consultants. These plans consist of the 2006 Equity Incentive Plan, the 2016 Equity Incentive Plan and the 2020 Equity and Incentive Compensation Plan. All three of these plans have been approved by our stockholders. We no longer grant any equity-based awards under the 2006 Equity Incentive Plan or the 2016 Equity Incentive Plan. On May 18, 2022, our stockholders approved an amendment and restatement of our 2020 Equity and Incentive Compensation Plan (the “2020 Plan”) which (among other things) made available for awards under the 2020 Plan an additional 2,000,000 shares of our common stock. The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2022:

(1)This number includes 4,311,416 shares subject to outstanding options and 1,879,073 shares subject to outstanding RSU awards.

(2)The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs which have no exercise price.

(3)The weighted-average remaining contractual term of our outstanding options as of June 30, 2022 was 5.6 years.

(4)All of these shares may be issued with respect to award vehicles other than just stock options or other rights to acquire shares.