Super Micro Computer (SMCI) 10-K risk factor changes: FY2026 vs FY2025

You should carefully consider the risks and uncertainties described below, together with all the other information in this Annual Report, including [removed: “Management’s] [added: “Legal Proceedings,” “Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations,” “Quantitative] and [added: Qualitative Disclosures About Market Risk,” “Controls and Procedures” and] the consolidated financial statements and the related notes.

[removed: Risks Related] [added: We expect] to [removed: Previously] [added: continue to face many of the risks and challenges related to previously] being [removed: Delinquent] [added: delinquent] in [added: our] SEC [removed: Reporting Obligations][added: reporting obligations, including the following:]

- We [removed: have] [added: previously] identified material weaknesses in our internal control over financial reporting, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.

[removed: If] [added: - Our sales are concentrated in a few large customers, and if] we lose or experience a significant reduction in sales to any [removed: of these] key [removed: customers, if] [added: customer, or] any [removed: of these] key [removed: customers experience] [added: customer experiences] a significant decline in market share, or [removed: if any of these customers experience] significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed;

- We may be unable to secure additional financing on favorable terms, or at all, which in turn could impair the rate of our [removed: growth;][added: growth, and any financing that we do obtain may dilute our stockholders, restrict our growth, or contain other unfavorable terms;]

[removed: - Any] [added: Any] failure, disruption or security breach or incident of or impacting our [removed: information technology] [added: IT] infrastructure or information management systems could have an adverse impact on our business and [removed: operations;][added: operations.]

Conversely, we may have insufficient inventory or be unable to obtain the supplies or contract manufacturing capacity to meet demand, which would result in lost revenue opportunities and potential loss of market share as well as damaged [removed: customer;][added: customer relationships;]

- The AI industry has driven a [added: significant] portion of our recent success.

- [removed: Our operations] [added: We] are [removed: impacted by complex laws, rules and regulations related to export control] [added: subject] to [removed: which our business is subject, and rapid changes in such] [added: complex] laws, rules, [added: regulations,] and [removed: regulations as well as] political and other [removed: actions related thereto] [added: actions, including restrictions on the export of our products, which] may adversely impact our business;

- Because our products and services may store, process and use data, some of which contains personal information, we are subject to complex and evolving domestic and international laws and regulations regarding privacy, data protection and other matters, which are subject to [removed: change;][added: change and may adversely impact our business and operating results;]

- Provisions of our certificate of incorporation and bylaws and Delaware law and provisions in our governing documents could [removed: discourage,] delay or prevent a change of control of our [removed: company or changes in our management and, as a result, depress the trading price of our common stock;][added: company;]

- The concentration of our capital stock ownership [removed: with insiders likely limits] [added: may limit] your ability to influence corporate matters.

- Provisions in [removed: the] [added: our] 2029 Convertible Notes Indenture, the 2028 Convertible Notes Indenture, and the 2030 Convertible Notes [removed: Indenture could delay] [added: Indenture, the conversion of our Mandatory Convertible Preferred Stock] or [removed: prevent an otherwise beneficial takeover] [added: Depositary Shares, or the payment] of [removed: us,] [added: dividends on Mandatory Convertible Preferred Stock in shares of common stock,] may dilute the ownership interest of [removed: existing stockholders or may otherwise depress the price of] our [removed: common stock;][added: existing stockholders;]

- We do not expect to pay any cash dividends in the foreseeable [removed: future.][added: future, except for the 7.00% dividend on our Mandatory Convertible Preferred Stock.]

We [removed: have] [added: previously] identified material weaknesses in our internal control over financial reporting, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate [removed: manner.][added: manner.]

We have concluded that our internal control over financial reporting was not effective as of June 30, [removed: 2025] [added: 2026] due to the existence of [added: a] material [removed: weaknesses] [added: weakness] in such controls, and we have also concluded that our disclosure controls and procedures were not effective as of June 30, [removed: 2025] [added: 2026] due to material [removed: weaknesses] [added: weakness] in our internal control over financial reporting, [removed: all] as described in Part II, Item 9A, “Controls and Procedures” of this Annual Report.

While we have initiated remediation measures to address the identified material [removed: weaknesses,] [added: weakness,] we cannot provide assurance that our remediation efforts will be adequate to allow us to conclude that such controls will be effective in the future.

We intend to continue our control remediation activities and to continue to improve our overall control environment and our operational, [removed: information technology,] [added: IT,] financial systems, and infrastructure procedures and controls, as well as to continue to train and develop our personnel who are essential to effective internal controls.

Moreover, customers may hesitate to purchase, or not continue to purchase, our products due to ongoing reputational harm, negative publicity or other concerns related to our previously [removed: Delinquent Reports.][added: late filings of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2024 and December 31, 2024 (together the “Delinquent Reports”).]

[removed: If] [added: Our sales are concentrated in a few large customers, and if] we lose or experience a significant reduction in sales to any [removed: of these] key [removed: customers, if] [added: customer, or] any [removed: of these] key [removed: customers experience] [added: customer experiences] a significant decline in market [removed: share, or if any of these customers experience] [added: share or,] significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed.

We had [removed: four customers] [added: one customer] account for 10% or more of our net sales in fiscal [removed: years 2025 and one customer] [added: year 2026, four customers] account for 10% or more of our net sales in fiscal [removed: 2024, while we had no single] [added: year 2025, and one] customer account for 10% or more of net sales in fiscal year [removed: 2023.][added: 2024.]

Such larger orders may require greater commitments of working capital, which may require increased borrowings under our credit facilities to fund purchases of key components (such as CPUs, memory, [removed: SSDs] [added: solid-state drives ("SSDs")] and GPUs) necessary for such orders, which could adversely affect our cash flow and expose us to the risk of holding excess and obsolete inventory, if there are delays or cancellations.

We may be unable to secure additional financing on favorable terms, or at all, which in turn could impair the rate of our [removed: growth.][added: growth, and any financing that we do obtain may dilute our stockholders, restrict our growth, or contain other unfavorable terms.]

We had net income of [removed: $1,048.9] [added: $2,230.5] million, [removed: $1,152.7] [added: $1,048.9] million, and [removed: $640.0] [added: $1,152.7] million in fiscal years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

[removed: Our] [added: In addition, during fiscal year 2026, our] Taiwan subsidiary, where we maintain significant operations, [removed: also] increased [removed: their] [added: its] lines of credit, or entered into new lines of credit, with various commercial banks in [removed: Taiwan.][added: Taiwan, including also entering into a credit agreement with CTBC Bank Co., Ltd. (“CTBC”) which provides for two revolving credit facilities totaling $1,765.0 million.]

We believe that our current cash, cash [removed: equivalents, borrowing capacity available from our credit facilities] [added: equivalents] and internally generated cash flows [added: that we expect to generate] will be sufficient to support our operating businesses and maturing debt and interest payments for the 12 months following the issuance of the financial statements included in this Annual Report.

Our business depends significantly on effective and efficient information management systems, and the reliability and security of our [removed: information technology] [added: IT] infrastructure are essential to the operation, health and expansion of our business.

In some cases, we may rely upon third-party providers of hosting, support and other services to meet our [removed: information technology] [added: IT] requirements.

Any failure to manage, expand and update our [removed: information technology] [added: IT] infrastructure, including our [removed: ERP] [added: enterprise resource planning ("ERP")] system and other applications, any failure in the extension implementation or operation of this infrastructure, or any failure by our hosting and support partners or other third-party service providers in the performance of their services could materially harm our business.

In addition, we have partnered with third parties to support our [removed: information technology] [added: IT] systems and to help design, build, test, implement and maintain our information management systems.

Further, our third-party service providers may have been and may be in the future subject to such attacks or otherwise may suffer security breaches or [removed: incidents.][added: incidents, and if these third parties do not maintain adequate safeguards, a breach of their systems could in turn compromise our networks, products or customer data.]

Further, a breach or compromise of our [removed: information technology] [added: IT] infrastructure or that of our third-party service providers could result in the misappropriation of intellectual property, business plans, trade secrets or other information.

Our purchases of products from Ablecom and Compuware represented [added: 2.1%,] 3.3%, [removed: 4.3%,] and [removed: 6.6%] [added: 4.3%] of our cost of sales for fiscal years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

In addition, we have appointed Compuware as a nonexclusive authorized distributor of our products in Taiwan, [removed: China and] [added: China,] Australia, [added: Malaysia, and U.S.] in addition to acting as our sales [removed: representative on certain transactions in Asia.][added: representative.]

Steve Liang owned no shares of our common stock as of June 30, [added: 2026,] 2025, [removed: 2024,] or [removed: 2023.][added: 2024.]

Charles Liang and his spouse, Sara Liu, our Co-Founder, Senior Vice President and Director, jointly owned approximately 10.5% of Ablecom’s [removed: capital] [added: common] stock, while Mr. Steve Liang and his family members owned approximately [removed: 35.0%] [added: 35.5%] of Ablecom’s outstanding common stock as of June 30, [removed: 2025.][added: 2026.]

Bill Liang, a brother of both Charles Liang and Steve Liang, is [removed: also] a member of the [removed: Board] [added: board] of [removed: Directors] [added: directors] of Ablecom.

[removed: In addition,] Bill Liang is [added: also] the Chief Executive Officer of Compuware, Chairman of Compuware’s [removed: Board] [added: board] of [removed: Directors] [added: directors] and a holder of equity interest in Compuware.

Charles Liang and Sara Liu are both significant stockholders of [removed: our company,] [added: the Company,] and have considerable influence over the management of our business relationships.

In addition, a sibling of Yih-Shyan (Wally) Liaw, [removed: who is our] [added: former] Senior Vice President, Business Development and [removed: a] director on our Board, owns approximately 11.7% of Ablecom’s capital stock and 8.7% of Compuware’s capital stock.

- Climate change may have a long-term impact on our business;

*•*We were delinquent in certain SEC reporting obligations in prior fiscal years, which may increase the risk of SEC enforcement actions, damage investor confidence, and require significant resources to correct.

We have since implemented enhanced compliance controls to prevent recurrence;

We are implementing measures to remediate these material weaknesses.

- Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related factors;

During fiscal year 2026, we entered into a credit agreement with JP Morgan for a Revolving Credit Facility of $2,000.0 million.

Cybersecurity threats may also be enhanced, accelerated or facilitated by artificial intelligence, including through more sophisticated phishing, malware, social engineering, vulnerability discovery, credential attacks, deepfakes, automated intrusion attempts and other techniques.

The use of AI by malicious actors may increase the frequency, scale, speed and effectiveness of attacks against us, our suppliers, customers, service providers, partners and products, and may make such attacks more difficult to detect, investigate, contain or remediate.

Our systems may also be accessed by contractors, consultants, or other third-party vendors in connection with their services to us, and inconsistent screening, onboarding, or monitoring of such access could increase the risk of unauthorized access to our systems or data compromise.

These risks may be heightened as cyber threats evolve through the use of artificial intelligence and other advanced technologies, which could enable attackers to more rapidly identify and exploit vulnerabilities, impersonate employees, customers or business partners, bypass security controls, or target our supply chain, products or customer deployment environments.

We are particularly dependent on the continued service of our existing research and development personnel because of the complexity of our products and technologies.

As of June 30, 2026, Wally Liaw is no longer an employee of the Company and is not a member of the Company’s Board of Directors.

On March 19, 2026, the U.S. Attorney’s Office for the Southern District of New York unsealed an indictment of three individuals either employed or associated with the Company at the time, including Yih-Shyan (Wally) Liaw, a former Senior Vice President, Business Development and director on our Board, in connection with an alleged conspiracy to commit export control violations (the “Indictment”).

Although the Company is not named as a defendant or alleged to be a co-conspirator in the Indictment, and the three individuals are no longer employed or associated with the Company, the Company has been cooperating with the government’s investigation.

In addition, most of our competitors have longer operating histories, significantly greater resources, greater name recognition, or deeper market penetration.

They may be able to allocate more resources to the development, promotion, and sale of their products, which could allow them to respond more quickly to new technologies and changes in customer needs.

It is also possible that new competitors could emerge and gain significant market share.

Moreover, with the use of certain AI and other machine learning technologies, including those licensed from third parties, there may be a lack of transparency of the sources of data used to train or develop such technologies or how inputs are converted to outputs, and we may not be able to fully validate this process and its accuracy.

However, our policies, controls, training and monitoring may not be sufficient to prevent unauthorized, inappropriate or harmful uses of AI technologies.

AI or machine learning technologies usage by our service providers in their business activities, whether or not known to us, could also expose us to risks.

The failure of one or more such service providers to meet our expectations, including by use of AI tools in contravention of agreements with us, inputting our confidential or proprietary information into AI tools, or roll-out of new AI tools without our approval, may have an adverse effect on our operations or financial condition, result in legal or regulatory violations, jeopardize our intellectual property rights or give rise to issues pertaining to data privacy and data protection.

Furthermore, laws and regulations focused on the use and provision of AI or machine learning technologies may impose certain obligations on us and could result in monetary penalties or other regulatory actions.

The regulatory framework for AI continues to evolve and is largely unsettled and fast-moving to varying extents in the jurisdictions in which we operate.

Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with laws, the nature of which cannot be determined at this time.

These obligations may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our product offerings or business practices, or prevent or limit our use of AI.

If we cannot use AI, or that use is restricted, it could lead to business disruption, our business may be less efficient, or we may be at a competitive disadvantage.

Replacement of these technologies with compliant alternatives could require substantial capital expenditures or lead to a loss of proprietary data or historical optimization.

Our failure, or perceived failure, to comply fully with developing interpretations of AI or machine learning technologies laws and regulations, or meet evolving and varied stakeholder expectations and industry standards, could harm our business, reputation, financial condition, and operating results.

Climate change may have a long-term impact on our business.

Climate change may have an increasingly adverse impact on our business and on our customers, partners and vendors.

Water and energy availability and reliability in the regions where we conduct business is critical, and certain of our facilities may be vulnerable to the impacts of extreme weather events.

Extreme heat and wind coupled with dry conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse implications for our offices and data centers, including impairing the ability of our employees to work effectively.

Climate change, its impact on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations.

Our business and those of our suppliers and customers are subject to sustainability-related laws, regulations and lawsuits.

New or proposed regulations relating to carbon taxes, fuel or energy taxes, pollution limits, sustainability-related disclosure and governance and supply chain governance could result in greater direct costs, including costs associated with changes to manufacturing processes or the procurement of raw materials used in manufacturing processes, increased capital expenditures to improve facilities and equipment, higher compliance and energy costs to reduce emissions, other compliance costs, and greater indirect costs resulting from our customers and/or suppliers incurring additional compliance costs that are passed on to us.

These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities.

Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may face legal action or reputational harm.

Our business could be negatively impacted by concerns around the high absolute energy requirements of our GPUs, despite their much more energy efficient design and operation relative to alternative computing platforms.

We were delinquent in certain SEC reporting obligations in prior fiscal years, which may increase the risk of SEC enforcement actions, damage investor confidence, and require significant resources to correct.

We have since implemented enhanced compliance controls to prevent recurrence.

If any of the following risks actually occurs, our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed.

- We face risks related to previously being delinquent in our SEC reporting obligations;

- We have incurred and expect to continue to incur significant expenses related to the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” section in this Annual Report, the remediation of deficiencies in our internal control over financial reporting and disclosure controls and procedures discussed in Item 9A.

“Controls and Procedures” of this Annual Report, and any resulting litigation;

- Matters relating to or arising from the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” section in this Annual Report, including adverse publicity and potential concerns from our customers, have had and could continue to have an adverse effect on our business and financial condition;

- Our sales are concentrated in a few large customers.

- Changes in U.S. or foreign policies, geopolitical conditions, general economic conditions, and other factors beyond our control may adversely impact our business and operating results;

- Our future effective income tax rates could be affected by changes in the relative mix of our operations, our relative income among different geographic regions, and domestic and foreign income tax laws, which could affect our future operating results, financial condition and cash flows;

General Risks

- Our products may not be viewed as supporting climate change mitigation in the IT sector;

- Expectations and evolving laws and regulations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business.

Risks Related to Previous Delinquent SEC Reporting Obligations

We face risks related to previously being delinquent in our SEC reporting obligations.

Due to the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report, our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“FY2024 10-K”), and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2024 and December 31, 2024 (the “Delinquent Reports”) were delinquent.

While we filed all of the Delinquent Reports within the extension period granted by Nasdaq, we expect to continue to face many of the risks and challenges related to previously being delinquent in our SEC reporting obligations, including the following:

We have incurred and expect to continue to incur significant expenses related to the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report and the remediation of deficiencies in our internal control over financial reporting and disclosure controls and procedures, and any resulting litigation.

We have devoted and expect to continue to devote substantial internal and external resources towards remediation efforts relating to the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report, and management’s review of the circumstances and processes that led to those circumstances.

As a result of these efforts, we have incurred and expect that we will continue to incur significant incremental fees and expenses for additional accounting, financial and other consulting and professional services.

Matters relating to or arising from the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report, including adverse publicity and potential concerns from our customers, have had and could continue to have an adverse effect on our business and financial condition.

We have been and could continue to be the subject of negative publicity focused on the matters underlying the circumstances discussed in Item 9.

“Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report.

We may be adversely impacted by negative reactions to this publicity from our customers or others with whom we do business, who may have concerns including the time and effort required to address our accounting and control environment and our ability to be a long-term provider to our customers.

The continued occurrence of any of the foregoing could harm our business and have an adverse effect on our financial condition.

Our sales are concentrated in a few large customers.

Changes in U.S. or foreign policies, geopolitical conditions, general economic conditions, and other factors beyond our control may adversely impact our business and operating results.

Our business is subject to risks generally associated with doing business abroad, such as U.S. and foreign governmental regulation in the countries in which we operate and the countries in which our contract manufacturers, component suppliers, and other business partners are located.

Our operations and performance depend significantly on global, regional, and U.S. economic and geopolitical conditions.

For example, tensions between the United States and China have led to the United States’ imposition of a series of tariffs, sanctions, and other restrictions on imports from China and sourcing from certain Chinese persons or entities, as well as other business restrictions.

The U.S. government has recently imposed tariffs on certain foreign goods, and some foreign governments have threatened or instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products, which could increase tensions and create greater uncertainty in our business dealings.

Further, such actions by the U.S. could result in other retaliatory actions by those countries which could impact our ability to profitably commercialize our products in those jurisdictions.

Several countries are considering or have implemented tariffs or other trade barriers or restrictions, as well as other measures affecting cross-border commerce and the flow of information, which could have broad economic consequences, impact global supply chains and negatively affect our business, customers and partners.

Global events may present challenges and risks to us.

For example, the crises in Eastern Europe and the Middle East continue to pose challenges to global companies, including us, which have customers in the impacted regions.

The U.S. and other global governments have placed restrictions on how companies may transact with businesses in these regions, particularly Russia, Belarus and restricted areas in Ukraine.

As a Total IT Solutions manufacturer, our offerings include server, [removed: AI] [added: artificial intelligence (“AI”)] systems, storage, IoT devices, switches, software, and support services.

Supermicro's expertise in motherboard, power, and chassis design [removed: expertise] drives our ability to develop and produce next-generation innovations, from cloud to edge, for our global customers.

For fiscal years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] our net income was [removed: $1,048.9] [added: $2,230.5] million, [removed: $1,152.7] [added: $1,048.9] million, and [removed: $640.0] [added: $1,152.7] million, respectively.

To further expand our market share, we [removed: also recognize the need] [added: intend] 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 [removed: profit margin, operating margin,] [added: profit, income from operations,] and net income per common share.

In [removed: additional] [added: 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.

Our ability to quickly bring new products to market, which we believe is enabled by our Building Block Solution [removed: architecture and] [added: architecture,] has historically enabled us to capitalize on major technology transitions such as the launch of new GPUs, microprocessors and storage technologies.

The growing use of AI, which requires enhanced [removed: datacenter] [added: data center] capabilities, has substantially increased demand for our products.

We expect this trend to continue, with further demand for [removed: datacenter] [added: data center] 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 [removed: datacenter] [added: data center] markets.

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 [removed: equipment and] [added: equipment, the] value of our [removed: investments.][added: investments, revenue and competitive position.]

Further, while many of these macroeconomic factors could have a [removed: long term] [added: long-term] impact, others may have a [removed: short term] [added: short-term] impact which could lead to our financial results not being comparable on a [removed: period to period] [added: period-to-period] basis.

The following is a summary of our financial highlights for fiscal years [removed: 2025] [added: 2026] and [removed: 2024:][added: 2025 (in thousands, except per share amounts):]

| | | | [added: 2026] | | | [added: | | |] 2025 | | | | | | [removed: 2024] [added: 2024*] | | |

| Net sales | | | | | | $ | [removed: 21,972,042] [added: 39,063,072] | | | | | $ | [removed: 14,989,251] [added: 21,972,042] | |

| Gross profit | | | | | | [removed: 2,429,922] [added: $] | [added: 4,227,251] | | | | | [removed: 2,061,410] [added: $] | [added: 2,429,922] | |

| Total operating expenses | | | | | | [removed: 1,176,928] [added: $] | [added: 1,456,765] | | | | | [removed: 850,636] [added: $] | [added: 1,176,928] | |

| Income from operations | | | | | | [removed: 1,252,994] [added: $] | [added: 2,770,486] | | | | | [removed: 1,210,774] [added: $] | [added: 1,252,994] | |

| Net income | | | | | | [removed: 1,048,854] [added: $] | [added: 2,230,453] | | | | | [removed: 1,152,666] [added: $] | [added: 1,048,854] | |

| Net income per [removed: diluted] [added: common] share [added: - diluted] | | | | | | [removed: 1.68] [added: $] | [added: 3.26] | | | | | [removed: 1.92] [added: $] | [added: 1.68] | |

- Gross margin decreased to [removed: 11.1%] [added: 10.8%] in fiscal year [removed: 2025] [added: 2026,] from [removed: 13.8%] [added: 11.1%] in fiscal year [removed: 2024,] [added: 2025,] primarily due to our strategy to offer competitive pricing to gain market share, change in product and customer mix, and higher manufacturing related expenses.

- Operating expenses increased by [removed: 38.4%] [added: 23.8%] in fiscal year [removed: 2025] [added: 2026,] as compared to fiscal year [removed: 2024,] [added: 2025,] primarily due to higher headcount and increases in salary and stock-based compensation.

- Net income [removed: decreased] [added: increased] to [removed: $1,048.9] [added: $2,230.5] million in fiscal year [removed: 2025] [added: 2026,] as compared to [removed: $1,152.7] [added: $1,048.9] million in fiscal year [removed: 2024, which was primarily due to decrease] [added: 2025, as the increase] in [removed: gross profit and] [added: net sales was greater than the] increase in operating [added: costs,] and [removed: other expenses partially,] [added: was also sufficient to] offset [removed: by] the [removed: increase in net sales] [added: decline] in [removed: fiscal year 2025 as compared to fiscal year 2024.][added: gross margin percentage.]

Our [added: discussion and analysis of our financial condition and results of operations are based upon our] consolidated financial [removed: statements] [added: statements, which] are prepared in accordance with generally accepted accounting principles in the United States [removed: (“U.S. GAAP”).][added: ("U.S. GAAP").]

[removed: We have critical] [added: Critical] accounting estimates in the areas of [removed: inventories,] revenue recognition, [added: inventories, and] income taxes, when applicable, have the greatest potential impact on our consolidated financial statements.

We generate [removed: revenue] [added: revenues] from the sale of server and storage systems, [removed: including systems and related services, subsystems] [added: subsystems, accessories] and [removed: accessories.][added: services.]

We allocate the transaction price [removed: of] [added: for] each customer contract to each performance obligation based on the relative [removed: Standalone] [added: 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 [removed: respective] [added: related] performance obligation is satisfied by transferring control of the promised good or service to a customer.

For [removed: substantially] all [removed: of the] performance obligations, we are able to establish the SSP [removed: based on] [added: by maximizing] the [removed: observable prices] [added: use] of [removed: products or services sold separately in comparable circumstances to similar customers.][added: observable inputs.]

Revenue is recognized over time for extended [removed: warranty and] [added: warranty,] on-site services [removed: provided and at a point in time for other services such as rack installation and integration services.][added: provided.]

Inventories consist of raw materials (principally electronic components), work in process (principally products being [removed: assembled)] [added: assembled),] and finished goods (principally finished products and products ready for sale).

Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management [removed: judgment.][added: judgment, that vary based on inventory aging.]

Similarly, the prices for our subsystems and accessories fluctuate depending on the relative value of the specific item being [removed: purchased.][added: purchased, such as power supplies, server boards, chassis or other accessories.]

Cost of Sales, Gross [removed: Profit] [added: 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 [removed: costs] [added: costs,] and inventory [removed: reserve charges.][added: valuation adjustment write-downs.]

Our purchases of products from Ablecom and Compuware combined represented [added: 2.1%,] 3.3%, [removed: 4.3%,] and [removed: 6.6%] [added: 4.3%] of [removed: our] cost of sales [added: on our consolidated statements of operations] for fiscal years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

For further details on our dealings with related parties, see Note [removed: 10,] [added: 11,] “Related Party Transactions” in the notes to the consolidated financial [removed: statements.][added: statements in this Annual Report.]

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 [removed: services] [added: services,] and equipment and facility expenses related to our research and development activities.

Sales and marketing expenses consist primarily of personnel expenses including salaries, benefits, stock-based [removed: compensation] [added: compensation, commissions] and incentive bonuses, and related expenses for our sales and marketing personnel, cost for trade shows, sales representative [removed: fees] [added: fees,] and marketing programs.

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, [removed: insurance] [added: insurance,] and credit losses on accounts receivable.

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

Within our supply chain, we continuously manage product availability and costs with our vendors.

| | | | | | | 2026 | | | | | | 2025 | | |

- Net sales increased by 77.8% in fiscal year 2026, as compared to fiscal year 2025, primarily driven by fulfillment and shipment of orders to support our customers' data center deployment, including large design wins from a few customers.

The strong year-on-year growth was driven by our product mix, customer diversification, growth in enterprise and channel revenues and an increase in our average selling prices.

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.

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

| Other income (expense), net | | | 26.5 | | | | | | (41.3) | | | | | | (6.3) | | |

| Interest income | | | 186.9 | | | | | | 59.8 | | | | | | 29.0 | | |

| | | | | | | | | | | | | | | | | | | | | |

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| Interest income | | | 0.4 | | % | | | | 0.3 | | % | | | | 0.2 | | % | | | |

During fiscal year 2026, we continued to experience increased net sales from server rack and storage systems due to fulfillment and shipment of orders to support our customers' data centers deployment, including large design wins from a few customers.

Our services and software net sales increased from $330.5 million, in fiscal year 2025, to $538.3 million, in fiscal year 2026, and contributed to overall growth, although product revenue remained the primary driver.

The $15,293.7 million or 78.3% year-over-year increase in cost of sales was primarily driven by an increase of $14,699.8 million or 73.3% in certain products including GPU servers, HPC systems, and rack-scale solutions, consistent with the higher shipment volume during fiscal year 2026, as compared to fiscal year 2025.

The remaining increases in cost of sales were driven by a $237.7 million or 228.3% increase in tariff expenses driven by new trade policies enacted during the year and a $312.9 million or 24.9% increase due to a decrease in vendor rebates, partially offset by a $43.8 million or 18.8% decrease in inventory write-down adjustments resulting from increased sales related to some of our aged inventory products during the year.

These increases, along with other immaterial cost increases, were partially offset by a $6.1 million or 9.7% decrease in product development costs.

These increases were partially offset by $29.8 million or 81.6% higher marketing development funds received from certain business partners related to co-marketing and advertising events to promote products, which reduced sales and marketing expense, and a $3.3 million or 4.1% decrease in standard marketing and advertising activities during fiscal 2026 as compared to fiscal 2025.

*General and administrative expenses.* The $65.8 million or 24.6% year-over-year increase in general and administrative expenses was primarily driven by an increase in legal and internal investigation-related expenses of $31.7 million or 98.4%, and an increase in employee-related costs of $14.5 million or 10.6%, mainly comprised of a $8.4 million or 10.4% increase in salaries and benefits, and a $6.1 million or 10.8% increase in stock-based compensation, due to stock awards granted related to hiring and retention of key talent.

Additionally, there was a $13.4 million or 248.1% increase in excise and franchise tax expense directly related to the increase in sales compared to prior-year, which increased the related tax expense, a $6.4 million or 711.1% increase in financing charges primarily driven by a $5.7 million or 100.0% increase in factoring fees for the receivables sold under the Receivables Purchase Agreement, and an increase of a $7.1 million or 54.6% in indirect facilities costs such as rental costs, utility costs, and depreciation costs.

These increases were partially offset by a $12.0 million or 48.8% reduction in audit and tax fees, which were driven by an absence of additional costs related to the delayed filing of our Annual Report on Form 10-K for fiscal year 2024.

| Other income (expense), net | | | $ | 26.5 | | | | | $ | (41.3) | | | | | $ | (6.3) | | | | | $ | 67.8 | | | | | (164.2) | | % | | | | $ | (35.0) | | | | | 555.6 | | % |

| Interest income | | | $ | 186.9 | | | | | $ | 59.8 | | | | | $ | 29.0 | | | | | $ | 127.1 | | | | | 212.5 | | % | | | | $ | 30.8 | | | | | 106.2 | | % |

The $67.8 million or 164.2% year-over-year increase in other income (expense), net was primarily driven by a $14.3 million or 550.0% gain from mark-to-market adjustments on a marketable equity security investment for fiscal year 2026, as compared to fiscal year 2025, a $17.5 million or 150.9% increase due to favorable foreign currency exchange rate fluctuations during fiscal year 2026, and a $30.3 million loss on extinguishment of our Original 2029 Convertible Notes resulting from the 2029 Convertible Notes Amendments (see Note 9, “Convertible Notes” in the notes to the consolidated financial statements in this Annual Report) recorded during fiscal year 2025 which did not recur in fiscal year 2026.

The $127.1 million or 212.5% year-over-year increase in interest income was primarily driven by higher interest income as a result of increased cash deposits funded by the proceeds from our convertible notes issuance and financing arrangements with a customer.

The $135.0 million or 226.5% increase in interest expense was primarily driven by a $58.6 million or 160.5% increase in interest and amortization related to the amendment of the 2029 Convertible Notes and new issuance of the 2028 Convertible Notes and the 2030 Convertible Notes during the second half of fiscal 2025, as well as $83.0 million additional interest expense related to the drawdown on our revolving credit facilities during the second half of fiscal 2026.

These increases were partially offset by a $10.6 million decrease in interest expense associated with our Bank of America and Cathay Bank line of credit and term loans, which were fully repaid during the first half of fiscal 2025.

The $30.8 million or 106.2% year-over-year increase in interest income was primarily attributable to a $31.0 million or 104.8% increase in interest income due to higher average monthly cash balances held in interest-bearing demand deposit accounts.

Income tax provision increased by $399.5 million or 254.8% primarily due to an increase in worldwide income before income tax provision that increased tax expense by $331.2 million, a lower tax benefit from stock-based compensation of approximately $30.2 million, a lower tax benefit from U.S. federal research tax credit of $18.7 million, an increase of state tax expense by $35.1 million, an increase of unrecognized tax benefits by $10.0 million, and other miscellaneous immaterial tax items of approximately $5.4 million.

These increases were partially offset by a higher tax benefit from foreign derived intangible income of $31.2 million.

The total effective tax rate increased by 7.0%, from 12.9% in the fiscal year ended June 30, 2025, to 19.9% in the fiscal year ended June 30, 2026.

As of June 30, 2026, 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.

On June 29, 2026, California enacted Senate Bill 122, which extends the existing limitation of $5 million on the utilization of California business tax credits, including research and development credits, through taxable years beginning before January 1, 2030.

For taxable years beginning on or after January 1, 2030, business credits generally may not reduce California tax liability by more than 70% of the tax imposed or $5 million, whichever is greater.

We have evaluated the impact of this legislation on our California deferred tax assets and the realizability of our state tax credit carryforwards and concluded that the enactment did not have a material impact on our consolidated financial statements as of June 30, 2026.

We will continue to evaluate its ongoing impact on our future effective tax rate, tax liabilities, and cash taxes.

Our effective tax rate also reflects our expectation that future income generated by our Malaysian subsidiary will substantially benefit from a Malaysian government tax incentive program for which we have applied but have not yet received final approval.

Qualification is conditioned on satisfying a minimum eligible investment threshold by December 16, 2026.

- Net sales increased by 46.6% in fiscal year 2025 as compared to fiscal year 2024.

driven by an increase in demand from customers for GPU servers, HPC and rack-scale solutions which have higher average selling prices, primarily due to large enterprise and data center customers from the United States, Asia, and Europe where we experienced significant growth.

General

As part of determining the transaction price in contracts with customers, we estimate reserves for future sales returns based on our history of actual returns for each major product line.

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

We receive various rebate incentives from certain suppliers based on our contractual arrangements, including volume-based rebates.

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

such as power supplies, server boards, chassis or other accessories.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other income, net | | | 18.5 | | | | | | 22.7 | | | | | | 3.6 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Server and storage systems | | | $ | 21,311.6 | | | | | $ | 14,185.2 | | | | | $ | 6,569.8 | | | | | $ | 7,126.4 | | | | | 50.2 | | % | | | | $ | 7,615.4 | | | | | 115.9 | | % |

| Subsystems and accessories | | | $ | 660.4 | | | | | 804.0 | | | | | | 553.7 | | | | | | (143.6) | | | | | | (17.9) | | % | | | | 250.3 | | | | | | 45.2 | | % |

The year-over-year decrease in net sales for our subsystems and accessories is primarily due to our strategic shift to focus on prioritizing sales of our server and storage systems.

During fiscal year 2024, we experienced increased net sales from server and storage systems, particularly from our large enterprise and datacenter customers.

The year-over-year increase in net sales for our subsystems and accessories is primarily due to increased demand of accessories sold to our larger enterprise and data center customers as more accessories and spares were purchased in conjunction with the increased volume of full systems and servers.

Our services and software net sales, included in server and storage systems net sales, increased by $53.8 million year-over-year.

Net Sales by Geography

The following table presents percentages of net sales by geographic region for fiscal years 2025, 2024, and 2023 (dollars in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | $ | 13,052.6 | | | | | $ | 10,187.2 | | | | | $ | 4,834.1 | | | | | $ | 2,865.4 | | | | | 28.1 | | % | | | | $ | 5,353.1 | | | | | 110.7 | | % |

| Asia | | | 5,494.1 | | | | | | 2,912.6 | | | | | | 1,050.8 | | | | | | 2,581.5 | | | | | | 88.6 | | % | | | | 1,861.8 | | | | | | 177.2 | | % |

| Europe | | | 2,727.0 | | | | | | 1,294.0 | | | | | | 1,003.1 | | | | | | 1,433.0 | | | | | | 110.7 | | % | | | | 290.9 | | | | | | 29.0 | | % |

| Others | | | 698.3 | | | | | | 595.4 | | | | | | 235.5 | | | | | | 102.9 | | | | | | 17.3 | | % | | | | 359.9 | | | | | | 152.8 | | % |

| Total net sales | | | $ | 21,972.0 | | | | | $ | 14,989.2 | | | | | $ | 7,123.5 | | | | | $ | 6,982.8 | | | | | 46.6 | | % | | | | $ | 7,865.7 | | | | | 110.4 | | % |

The year-over-year increase in total net sales is driven by an increase in demand from customers for GPU servers, HPC and rack-scale solutions which have higher average selling prices, especially from large enterprise and data center customers resulting in increased sales of 28.1% in the United States, 85.9% in Thailand and Japan, and 111.9% in the United Kingdom, Sweden, and Spain, where we have experienced significant growth.

The year-over-year increase in total net sales is driven by an increase in demand from customers for GPU servers, HPC and rack-scale solutions which have higher average selling prices, especially for large enterprise and data center customers from the United States.

The year-over-year increase of net sales in the regions outside the United States is mainly due to an increase in net sales in Singapore, Taiwan, South Africa and Germany, including the increase in demand from customers for GPU servers in those countries.

The year-over-year increase in cost of sales was primarily attributed to an increase of $7,006.7 million in costs of components, materials and contract manufacturing expenses primarily related to the increase in shipments of GPU servers, HPC, and rack scale solutions which have higher costs, a $52.3 million increase in inventory write-down adjustments, a $19.6 million increase in overhead costs which includes labor costs attributed to increase of operation activities and a $8.7 million increase in freight charges.

Looking ahead, we expect research and development expenses to continue to rise as we expand our workforce and invest in key talent to remain at the forefront of innovation in next-generation products and technologies.

We believe that sales and marketing expenses will continue to increase as we continue to expand our workforce and invest in key talent.

*General and administrative expenses.* The year-over-year increase in general and administrative expenses was driven by a $74.4 million increase in employee related costs primarily due to stock-based compensation increases of $65.0 million, salary increases and higher headcount as we expanded our workforce and invested in key talent, and a $23.4 million increase in professional and service fees and other expenses.

We believe that general and administrative expenses will continue to increase as we continue to expand our workforce and invest in key talent.

| Other income, net | | | $ | 18.5 | | | | | $ | 22.7 | | | | | $ | 3.6 | | | | | $ | (4.2) | | | | | (18.5) | | % | | | | $ | 19.1 | | | | | 530.6 | | % |

The increase in Other income, net of $19.1 million was driven by an increase of $26.1 million in interest income due to higher balances held in interest-bearing deposit accounts during the year, and an increase in foreign currency exchange gain of $6.1 million due to a strong US dollar, offset by a $13.1 million investment and impairment loss in equity securities.

The increase in interest expense of $8.9 million was due to higher borrowing and higher interest rates on our outstanding line of credit and term loan balances.

Subsequent to June 30, 2025, the OBBBA was enacted in the U.S. on July 4, 2025.

We are currently assessing its impact on our consolidated financial statements.

As of June 30, [removed: 2025,] [added: 2026,] our investments were in money market [removed: funds,] [added: funds and] certificates of [removed: deposits and auction rate securities.][added: deposit.]

The interest rates for the term loans and the revolving lines of credit ranged from 1.3% to [removed: 5.8%] [added: 5.7%] at June 30, [removed: 2025.][added: 2026.]

Based on the outstanding principal indebtedness of [removed: $112.5] [added: $4,056.1] million under our credit facilities as of June 30, [removed: 2025,] [added: 2026,] we believe that a 10% change in interest rates would not have a significant impact on the results of operations.

We consider our direct exposure to foreign exchange rate fluctuations to be minimal as substantially all of our sales and purchases are [added: denominated] in United States dollars.

The functional currency of our subsidiaries [added: including] in the Netherlands, Taiwan and Malaysia is the U.S. dollar.

Gains or losses from foreign currency remeasurement are included in other income [removed: or expenses.][added: (expense), net in our consolidated statements of operations.]

The investment portfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and growth of our businesses.

Our investment in an auction rate security has been classified as non-current due to the lack of a liquid market for these securities.

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

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

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

These turn-key solutions are designed, developed, validated and installed for leading AI [removed: datacenters.][added: data centers.]

Our server and storage systems, [removed: sub-systems] [added: sub-systems,] and accessories are architecturally designed for high reliability, quality, configurability, and scalability.

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

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

We conduct our operations principally from our Silicon Valley [removed: headquarters] [added: headquarters,] and facilities in [removed: Taiwan] [added: Taiwan, Malaysia,] and the Netherlands.

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

As of June 30, [removed: 2025,] [added: 2026,] we had over [removed: 3,200] [added: 3,500] employees in our research and development organization.

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

In particular, during the fiscal year ended June 30, [removed: 2025] [added: 2026] (“fiscal year [removed: 2025”):][added: 2026”):]

- We delivered a comprehensive portfolio of AI-focused [removed: solutions,] [added: solutions] specifically designed to support the latest AI workloads, including products compatible with [removed: NVIDIA’s Hopper (H100/H200)] [added: NVIDIA's Blackwell] and Blackwell [removed: (GB200/B200/RTX Pro 6000)] [added: Ultra] generation [removed: platforms;][added: platforms, such as the NVIDIA GB300 NVL72, GB200 NVL72, and HGX B300 and B200 systems, in air-cooled and liquid-cooled configurations;]

[removed: This solution includes] [added: - We continued to scale our DCBBS, which simplify the deployment of liquid-cooled AI factories by integrating] all critical infrastructure [removed: components - servers,] [added: components—servers,] storage, networking, racks, liquid cooling infrastructure, [added: power distribution,] software, services, and [removed: support;][added: support.]

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

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

- We broadened our storage offerings with [removed: an] AI-optimized storage [removed: solution] [added: solutions] built for large-scale AI training [removed: workloads,] and [removed: introduced new, enterprise-grade, scale-up storage products.][added: inference workloads, including systems designed for context memory extension.]

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

This strategic expansion allows us to serve our customers more [removed: efficiently while reducing] [added: efficiently, reduce time to delivery, mitigate the impact of tariffs and regional costs, and reduce] overall manufacturing costs.

Our storage systems are also designed for maximum performance for AI training [added: and inference] environments;

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

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

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

*Rack Level Services:* Our rack level services provide complete service from design to deployment for full rack and cluster level deployments of AI and HPC [removed: datacenters.][added: data centers.]

During each of the fiscal years ended June 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] we sold to over 1,000 customers in over 100 countries.

In addition, over the [added: last] three [removed: years ended June 30, 2025,] [added: fiscal years,] we have sold to thousands of end users through our indirect sales channel.

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

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

Sales to customers located outside of the United States represented [added: 29.1%,] 40.6%, [removed: 32.0%,] and [removed: 32.1%] [added: 32.0%] of net sales in fiscal years [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

Intellectual [removed: Property][added: Property ("IP")]

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

We use Ablecom Technology, Inc. (“Ablecom”) and its affiliate Compuware Technology, Inc. (“Compuware”), both of which are related [removed: parties,] [added: parties to us,] for contract design and manufacturing coordination support.

See Note [removed: 10,] [added: 11,] “Related Party Transactions” in the notes to the consolidated financial statements [added: in this Annual Report] and Part III, Item 13, “Certain Relationships and Related Transactions and Director Independence.”

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

We are subject to U.S. and other applicable trade control regulations that restrict with whom we may transact business, including the [removed: trade] [added: economic] sanctions [added: administered and] enforced by the U.S. [added: Department of the] Treasury, Office of Foreign Assets Control [added: (“OFAC”)] and the [removed: import and] export [removed: controls] [added: and import control regulations, including the Export Administration Regulations (“EAR”),] enforced by the U.S. [added: Department of] Commerce [removed: Department’s] Bureau of Industry and [removed: Security.][added: Security (“BIS”), among other U.S. and non-U.S. government agencies.]

The [removed: United States] [added: U.S.] and other countries continually update their lists of export-controlled [removed: items] [added: items, technologies,] and [removed: technologies] [added: restricted parties,] and may impose new or [removed: more-restrictive export] [added: more restrictive export, imports, or sanctions] requirements on our [removed: products] [added: products, customers, or markets] in the future.

Further escalations in trade restrictions or hostilities, particularly between the [removed: United States] [added: U.S.] and China, could impede our ability to [added: develop,] sell or support our products.

In January 2025, the U.S. export control regulations targeting advanced integrated circuits and computing were further revised to include a worldwide authorization requirement for certain of our advanced computing [removed: products.][added: products (the “AI Diffusion Rule”).]

[removed: The Commerce Department] [added: BIS] has [removed: indicated] [added: stated] that it [removed: will] [added: intends to] issue [removed: new] replacement export control regulations in the future, but the scope and timing of those regulatory changes remain uncertain.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition, certain inbound or outbound investments involving sensitive technologies, including advanced computing and semiconductor technologies, may be subject to review, notification, or prohibition under U.S. or other regulations, including foreign direct investment regimes such as the Committee on Foreign Investment in the United States and the U.S. Outbound Investment Security Program.

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

Demographics

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

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

Culture

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mission, Culture, and Engagement

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

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

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

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

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

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

Talent Development, Acquisition, Retention and Rewards

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

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

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

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

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

In addition to cash and equity compensation, we provide U.S. employees with a range of benefits, including life and health insurance (medical, dental, and vision), paid time off, sick leave, holiday pay, and a 401(k) plan.

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

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

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

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

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

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

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

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

The information required by this item is incorporated herein by reference to the information set forth in Note [removed: 13.][added: 15, “Commitments and Contingencies” in the notes to the consolidated financial statements included in this Annual Report.]

“Commitments and Contingencies” in the notes to the consolidated financial statements included in this Annual Report.

For the fiscal year ended June 30, [removed: 2025][added: 2026]

[removed: ][added: ]

Yes [removed: ☐ No] ☒ [added: No ☐]

The aggregate market value of the registrant’s common stock held by non-affiliates, based upon the closing price of the common stock on December 31, [removed: 2024,] [added: 2025,] as reported by the Nasdaq Global Select Market, was [removed: $15,529,499,954.][added: $15,104,749,459.]

Shares of common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common stock, based on filings with the Securities [added: and] Exchange Commission, have been excluded since such persons may be deemed affiliates.

As of July 31, [removed: 2025,] [added: 2026,] there were [removed: 594,273,308] [added: 656,965,384] shares of the registrant’s common stock, $0.001 par value, outstanding, which is the only class of common stock of the registrant issued.

FOR THE FISCAL YEAR ENDED JUNE 30, [removed: 2025][added: 2026]

| Item 1. | | | [removed: [Business](#ibcf3634478c641bd8ea8954d16e0e305_19)] [added: [Business](#id8c92fe23c2943f2a107d666a6dbc68f_19)] | | | [removed: [1](#ibcf3634478c641bd8ea8954d16e0e305_19)] [added: [1](#id8c92fe23c2943f2a107d666a6dbc68f_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ibcf3634478c641bd8ea8954d16e0e305_22)] [added: Factors](#id8c92fe23c2943f2a107d666a6dbc68f_22)] | | | [removed: [11](#ibcf3634478c641bd8ea8954d16e0e305_22)] [added: [12](#id8c92fe23c2943f2a107d666a6dbc68f_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ibcf3634478c641bd8ea8954d16e0e305_25)] [added: Comments](#id8c92fe23c2943f2a107d666a6dbc68f_25)] | | | [removed: [34](#ibcf3634478c641bd8ea8954d16e0e305_25)] [added: [34](#id8c92fe23c2943f2a107d666a6dbc68f_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ibcf3634478c641bd8ea8954d16e0e305_28)] [added: [Cybersecurity](#id8c92fe23c2943f2a107d666a6dbc68f_28)] | | | [removed: [34](#ibcf3634478c641bd8ea8954d16e0e305_28)] [added: [35](#id8c92fe23c2943f2a107d666a6dbc68f_28)] | | |

| Item 2. | | | [removed: [Properties](#ibcf3634478c641bd8ea8954d16e0e305_31)] [added: [Properties](#id8c92fe23c2943f2a107d666a6dbc68f_31)] | | | [removed: [35](#ibcf3634478c641bd8ea8954d16e0e305_31)] [added: [36](#id8c92fe23c2943f2a107d666a6dbc68f_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ibcf3634478c641bd8ea8954d16e0e305_34)] [added: Proceedings](#id8c92fe23c2943f2a107d666a6dbc68f_34)] | | | [removed: [36](#ibcf3634478c641bd8ea8954d16e0e305_34)] [added: [36](#id8c92fe23c2943f2a107d666a6dbc68f_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ibcf3634478c641bd8ea8954d16e0e305_37)] [added: Disclosures](#id8c92fe23c2943f2a107d666a6dbc68f_37)] | | | [removed: [36](#ibcf3634478c641bd8ea8954d16e0e305_37)] [added: [36](#id8c92fe23c2943f2a107d666a6dbc68f_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibcf3634478c641bd8ea8954d16e0e305_43)] [added: Securities](#id8c92fe23c2943f2a107d666a6dbc68f_43)] | | | [removed: [37](#ibcf3634478c641bd8ea8954d16e0e305_43)] [added: [37](#id8c92fe23c2943f2a107d666a6dbc68f_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ibcf3634478c641bd8ea8954d16e0e305_46)] [added: [\[Reserved\]](#id8c92fe23c2943f2a107d666a6dbc68f_46)] | | | [removed: [40](#ibcf3634478c641bd8ea8954d16e0e305_46)] [added: [39](#id8c92fe23c2943f2a107d666a6dbc68f_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibcf3634478c641bd8ea8954d16e0e305_49)] [added: Operations](#id8c92fe23c2943f2a107d666a6dbc68f_49)] | | | [removed: [41](#ibcf3634478c641bd8ea8954d16e0e305_49)] [added: [40](#id8c92fe23c2943f2a107d666a6dbc68f_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibcf3634478c641bd8ea8954d16e0e305_64)] [added: Risk](#id8c92fe23c2943f2a107d666a6dbc68f_64)] | | | [removed: [54](#ibcf3634478c641bd8ea8954d16e0e305_64)] [added: [54](#id8c92fe23c2943f2a107d666a6dbc68f_64)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ibcf3634478c641bd8ea8954d16e0e305_67)] [added: Data](#id8c92fe23c2943f2a107d666a6dbc68f_67)] | | | [removed: [55](#ibcf3634478c641bd8ea8954d16e0e305_67)] [added: [55](#id8c92fe23c2943f2a107d666a6dbc68f_67)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibcf3634478c641bd8ea8954d16e0e305_166)] [added: Disclosure](#id8c92fe23c2943f2a107d666a6dbc68f_166)] | | | [removed: [118](#ibcf3634478c641bd8ea8954d16e0e305_166)] [added: [122](#id8c92fe23c2943f2a107d666a6dbc68f_166)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ibcf3634478c641bd8ea8954d16e0e305_169)] [added: Procedures](#id8c92fe23c2943f2a107d666a6dbc68f_169)] | | | [removed: [119](#ibcf3634478c641bd8ea8954d16e0e305_169)] [added: [122](#id8c92fe23c2943f2a107d666a6dbc68f_169)] | | |

| Item 9B. | | | [Other [removed: Information](#ibcf3634478c641bd8ea8954d16e0e305_175)] [added: Information](#id8c92fe23c2943f2a107d666a6dbc68f_175)] | | | [removed: [125](#ibcf3634478c641bd8ea8954d16e0e305_175)] [added: [127](#id8c92fe23c2943f2a107d666a6dbc68f_175)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibcf3634478c641bd8ea8954d16e0e305_181)] [added: Inspections](#id8c92fe23c2943f2a107d666a6dbc68f_181)] | | | [removed: [125](#ibcf3634478c641bd8ea8954d16e0e305_181)] [added: [128](#id8c92fe23c2943f2a107d666a6dbc68f_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibcf3634478c641bd8ea8954d16e0e305_187)] [added: Governance](#id8c92fe23c2943f2a107d666a6dbc68f_187)] | | | [removed: [126](#ibcf3634478c641bd8ea8954d16e0e305_187)] [added: [129](#id8c92fe23c2943f2a107d666a6dbc68f_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ibcf3634478c641bd8ea8954d16e0e305_190)] [added: Compensation](#id8c92fe23c2943f2a107d666a6dbc68f_190)] | | | [removed: [135](#ibcf3634478c641bd8ea8954d16e0e305_190)] [added: [138](#id8c92fe23c2943f2a107d666a6dbc68f_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibcf3634478c641bd8ea8954d16e0e305_193)] [added: Matters](#id8c92fe23c2943f2a107d666a6dbc68f_196)] | | | [removed: [164](#ibcf3634478c641bd8ea8954d16e0e305_193)] [added: [164](#id8c92fe23c2943f2a107d666a6dbc68f_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ibcf3634478c641bd8ea8954d16e0e305_196)] [added: Independence](#id8c92fe23c2943f2a107d666a6dbc68f_199)] | | | [removed: [165](#ibcf3634478c641bd8ea8954d16e0e305_196)] [added: [166](#id8c92fe23c2943f2a107d666a6dbc68f_199)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ibcf3634478c641bd8ea8954d16e0e305_199)] [added: Services](#id8c92fe23c2943f2a107d666a6dbc68f_202)] | | | [removed: [169](#ibcf3634478c641bd8ea8954d16e0e305_199)] [added: [170](#id8c92fe23c2943f2a107d666a6dbc68f_202)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ibcf3634478c641bd8ea8954d16e0e305_205)] [added: Schedules](#id8c92fe23c2943f2a107d666a6dbc68f_208)] | | | [removed: [169](#ibcf3634478c641bd8ea8954d16e0e305_205)] [added: [170](#id8c92fe23c2943f2a107d666a6dbc68f_208)] | | |

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

| Depositary Shares, each representing a 1/20th interest in a share of 7.00% Series A Mandatory Convertible Preferred Stock, par value $0.001 | | | SMCIP | | | Nasdaq Global Select Market | | |

| Item 16. | | | [Form 10-K Summary](#id8c92fe23c2943f2a107d666a6dbc68f_214) | | | [175](#id8c92fe23c2943f2a107d666a6dbc68f_214) | | |

| | | | [Signatures](#id8c92fe23c2943f2a107d666a6dbc68f_217) | | | [176](#id8c92fe23c2943f2a107d666a6dbc68f_217) | | |

This Annual Report includes, among others, forward-looking statements regarding: our future results of operations and financial performance; our business strategy and objectives; our planned product development and innovation; our goals for manufacturing and operational expansion; market opportunities and outlook, including technological trends, such as artificial intelligence; the potential impact of the uncertain macroeconomic and global economic conditions on our financial results; our ability to successfully compete in the markets in which we serve; the impact of current and future U.S. and foreign trade regulations, government actions and regulatory changes; the impact of tariffs on our business; the status or expected outcome of litigation and/or regulatory investigations; our capital allocation strategy, including our intention not to pay dividends on our common stock; and our cash, cash equivalents and cash generated from operations and our future liquidity requirements.

The foregoing reflects a forward stock split of the registrant’s common stock that became effective on September 30, 2024, and began trading on a post-split adjusted basis on October 1, 2024.

| Item 16. | | | [F](#ibcf3634478c641bd8ea8954d16e0e305_211)[orm 10-K Summary](#ibcf3634478c641bd8ea8954d16e0e305_211) | | | [174](#ibcf3634478c641bd8ea8954d16e0e305_211) | | |

| | | | [Signatures](#ibcf3634478c641bd8ea8954d16e0e305_214) | | | [175](#ibcf3634478c641bd8ea8954d16e0e305_214) | | |

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.

We routinely assess our high-risk suppliers’ conformance to industry standards [added: (e.g., ISO 27001, ISO 28001,] and [added: C-TPAT), and] evaluate them for additional information, product, and physical security requirements.

Additionally, we have established a cross-functional Cybersecurity Committee, consisting of executive-level leadership, including representatives from Finance, IT, Legal, and other teams, that meets [removed: periodically] [added: regularly] to review cybersecurity risks, incidents, and assess emerging threats.

The incident response plan is periodically tested through tabletop exercises, simulations, and management and operational reviews, and is updated based on lessons learned, threat intelligence, and changes in the Company's operating environment.

Third-party risk assessments are prioritized based on the nature of services provided, access to systems or data, criticality to operations, and applicable regulatory obligations.

Additional cybersecurity measures include security monitoring, vulnerability and patch management processes, identity and access controls, network security controls, data protection technologies, threat intelligence activities, and incident detection and response capabilities.

As of the date of this filing, we have not identified any cybersecurity threats, including as a result of prior incidents, that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial conditions.

The Audit Committee receives periodic updates regarding cybersecurity risks, threat trends, significant incidents, third-party risks, remediation activities, and the status of key cybersecurity initiatives.

Our cybersecurity efforts are managed by a team of executive cybersecurity, IT, engineering, and operations professionals, including senior information security and IT leadership (comprised of the Senior Director of Information Security and Senior Director of IT Security) who possess extensive experience in cybersecurity, incident response, risk management, and security operations.

The Company continuously evaluates emerging cybersecurity risks, including risks associated with artificial intelligence technologies, enhanced social engineering techniques, and evolving threat actor capabilities.

We maintain a cybersecurity incident response plan that we practice and update as needed.

We employ a number of protective measures, including firewalls, endpoint detection and response technologies, regular annual training of employees with respect to cybersecurity and testing employee competence with anti-phishing policies followed up by additional remedial training as needed.

While there have been cyber incidents in the past, none of these incidents, individually or in aggregate, had a material adverse effect on our business strategy, operations, or financial conditions.

The Audit Committee and the Board receive regular information security updates relating to cybersecurity risk from management, including from our Director of Information Security.

Cybersecurity risk is primarily managed by our Directors of Information Security and Information Technology.

We believe that our existing facilities [removed: in San Jose, California, Taiwan, and the Netherlands, in addition to our new facility in Malaysia,] are suitable and adequate for our present purposes, and that the productive capacity of such facilities is substantially being utilized or we have plans to utilize such capacity.

Our principal executive offices and headquarters are located in San Jose, California.

As of June 30, 2026, we owned and leased approximately 5,717,000 square feet of office and manufacturing space worldwide, as shown below (in thousands):

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Square Feet | | | | | | | | | | | | | | |

| | | | | | | Owned Facilities | | | | | | Leased Facilities(1) | | | | | | Total(2) | | |

| U.S. facilities | | | | | | 2,081 | | | | | | 1,644 | | | | | | 3,725 | | |

| International facilities(3) | | | | | | 1,294 | | | | | | 698 | | | | | | 1,992 | | |

| Total | | | | | | 3,375 | | | | | | 2,342 | | | | | | 5,717 | | |

(1) Our lease terms expire over various years from 2026 through 2037, however, we have the option to extend certain leases past the current lease term.

(2) Leases executed but not commenced are not included.

(3) Our international facilities include manufacturing facilities primarily located in Taiwan, Malaysia, and the Netherlands.

As of June 30, 2026, our facilities consisted of principal executive offices, research and development centers, manufacturing facilities, service operations, and data center colocation capacities to support our DCBBS strategy.

In addition, we own approximately 36.7 acres of land across our Taiwan and Malaysia facilities.

As of June 30, 2025, we owned approximately 3,157,000 square feet and leased approximately 1,539,000 square feet of office and manufacturing space, which does not include any leases executed but not commenced.

Our long-lived assets, excluding leases, located outside of the United States represented 37.8% of total value of long-lived assets in fiscal year 2025.

In addition, we lease various offices, warehouses and other premises in United States and throughout the world.

See Note 15, “Segment Reporting” in the notes to the consolidated financial statements in this Annual Report for a summary of long-lived assets by geographic region.

Our principal executive offices, research and development center, and production operations are in San Jose, California where we own approximately 1,601,000 square feet of office and manufacturing space.

We lease approximately 459,479 square feet of warehouse space in San Jose, California under a lease that expires in October 2030, lease approximately 246,000 square feet of warehouse space in Fremont, California under a lease that expires in October 2030, lease approximately 46,000 square feet of office space in San Jose, California under a lease that expires in January 2028, lease approximately 28,000 square feet of warehouse space in Milpitas, California under a lease that expires in March 2027, lease approximately 5,000 square feet of office space in Jersey City, New Jersey under a lease that expires in May 2027, lease approximately 63,000 square feet of office space in Milpitas, California under a lease that expires in August 2035, and lease approximately 72,000 square feet of data center space in Vernon, California under a lease that expires in October 2035.

Additionally, we own 36 acres of land in San Jose, California that would allow us to expand our Green Computing Park.

Our European headquarters for manufacturing and service operations is located in Den Bosch, the Netherlands where we own approximately 12,000 square feet of office space and lease approximately 350,000 square feet of office and manufacturing space under six leases, which expire at various dates ranging from June 2026 to June 2035.

In Asia, our manufacturing facilities are located in Taoyuan County, Taiwan where we own approximately 954,000 square feet of office and manufacturing space across 6.77 acres of land, and in Malaysia where we own approximately 590,000 square feet of dormitory, office, and manufacturing space on 30 acres of land.

These manufacturing facilities are pledged as security under the existing loans with $28.8 million remaining outstanding as of June 30, 2025.

Our research and development center, service operations, and warehouse space in Asia are in an approximately 153,000 square feet facility in Taipei and Hsinchu, Taiwan under nineteen leases that expire at various dates ranging from January 2026 through March 2029 and approximately 93,000 square feet facilities in Taoyuan, Taiwan under three leases that expire at various dates ranging from June 2026 through December 2028.

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the Nasdaq Global Select Market under the symbol SMCI.

Public trading of our common stock began on March 29, 2007.

Prior to that, there was no public market for our common stock.

Our Mandatory Convertible Preferred Stock in the form of depositary shares are listed on the Nasdaq Global Select Market under the symbol SMCIP.

Holders

As of July 31, 2026, there were 24 registered stockholders of record of our common stock not including those shares held in street or nominee name.

Because most of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these holders of record.

Dividend Policy

We have never declared or paid cash dividends on our common stock.

We intend to retain any future earnings and do not expect to pay any cash dividends in the foreseeable future, except for the dividend on our Mandatory Convertible Preferred Stock which will be paid on a quarterly basis, at our election, if and when declared by our Board of Directors.

Equity Compensation Plan

Please see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report for disclosure relating to our equity compensation plans.

Stock Performance Graph

*This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of Super Micro Computer, Inc. with the SEC, whether made before or after the date of this Annual Report and irrespective of any general incorporation language in those filings, except to the extent that such filing specifically states that such graph and related information are incorporated by reference into such filing.*

The following graph shows a comparison of the cumulative total return for our common stock, the Nasdaq 100 Index and the Standard & Poor's 500 Stock Index (the “S&P 500”) for the five years ended June 30, 2026.

The annual changes for the five-year period shown in the graph assume that $100 was invested in our common stock and each index at the market close on the last trading day for the fiscal year ended June 30, 2021, and that all dividends (if any were issued) were reinvested.

The stock price performance of the following graph is not indicative of future stock price performance.

In prior years, we have used the Nasdaq Composite Index as our broad equity market index and the Nasdaq Computer Index as our published industry or line-of-business index.

Due to the Company’s inclusion within the S&P 500, we have included the S&P 500 Index as our broad equity market index, as required by SEC Rules.

We believe this index is a more relevant benchmark to measure our performance.

Accordingly, we have presented both indices for comparison in the following graph.

We have continued to present the Nasdaq Composite Index and the Nasdaq Computer Index in this Annual Report on Form 10-K as a transitional measure.


*$100 invested on 6/30/2021 in stock and in indices, including reinvestment of dividends.

Source: FactSet financial data and analytics.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 6/30/2021 | | | | | | 6/30/2022 | | | | | | 6/30/2023 | | | | | | 6/30/2024 | | | | | | 6/30/2025 | | | | | | 6/30/2026 | | |

| Super Micro Computer, Inc. | | | | | | 100.00 | | | | | | 114.49 | | | | | | 707.95 | | | | | | 2,327.56 | | | | | | 1,392.33 | | | | | | 833.24 | | |

| Nasdaq 100 Index | | | | | | 100.00 | | | | | | 79.62 | | | | | | 106.00 | | | | | | 138.62 | | | | | | 160.94 | | | | | | 216.28 | | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 89.38 | | | | | | 106.90 | | | | | | 133.15 | | | | | | 153.34 | | | | | | 187.57 | | |

| Nasdaq Composite Index | | | | | | 100.00 | | | | | | 76.04 | | | | | | 95.06 | | | | | | 122.26 | | | | | | 140.44 | | | | | | 180.74 | | |

| Nasdaq Computer Index | | | | | | 100.00 | | | | | | 81.56 | | | | | | 111.92 | | | | | | 161.79 | | | | | | 183.67 | | | | | | 260.07 | | |

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

During the three months ended June 30, 2026, we did not repurchase shares of our common stock.

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ibcf3634478c641bd8ea8954d16e0e305_70)[:](#ibcf3634478c641bd8ea8954d16e0e305_70)] [added: ID](#id8c92fe23c2943f2a107d666a6dbc68f_70)[:](#id8c92fe23c2943f2a107d666a6dbc68f_70)] 243) | | | | | | [removed: [56](#ibcf3634478c641bd8ea8954d16e0e305_70)] [added: [56](#id8c92fe23c2943f2a107d666a6dbc68f_70)] | | |

| [Consolidated Balance [removed: Sheets](#ibcf3634478c641bd8ea8954d16e0e305_76)] [added: Sheets](#id8c92fe23c2943f2a107d666a6dbc68f_76)] | | | | | | [removed: [59](#ibcf3634478c641bd8ea8954d16e0e305_76)] [added: [58](#id8c92fe23c2943f2a107d666a6dbc68f_76)] | | |

| [Consolidated Statements of [removed: Operations](#ibcf3634478c641bd8ea8954d16e0e305_79)] [added: Operations](#id8c92fe23c2943f2a107d666a6dbc68f_79)] | | | | | | [removed: [60](#ibcf3634478c641bd8ea8954d16e0e305_79)] [added: [59](#id8c92fe23c2943f2a107d666a6dbc68f_79)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ibcf3634478c641bd8ea8954d16e0e305_82)] [added: Income](#id8c92fe23c2943f2a107d666a6dbc68f_82)] | | | | | | [removed: [61](#ibcf3634478c641bd8ea8954d16e0e305_82)] [added: [60](#id8c92fe23c2943f2a107d666a6dbc68f_82)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#ibcf3634478c641bd8ea8954d16e0e305_85)] [added: Equity](#id8c92fe23c2943f2a107d666a6dbc68f_85)] | | | | | | [removed: [62](#ibcf3634478c641bd8ea8954d16e0e305_85)] [added: [61](#id8c92fe23c2943f2a107d666a6dbc68f_85)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ibcf3634478c641bd8ea8954d16e0e305_88)] [added: Flows](#id8c92fe23c2943f2a107d666a6dbc68f_88)] | | | | | | [removed: [63](#ibcf3634478c641bd8ea8954d16e0e305_88)] [added: [63](#id8c92fe23c2943f2a107d666a6dbc68f_88)] | | |

[removed: | [Notes to Consolidated Financial Statements](#ibcf3634478c641bd8ea8954d16e0e305_91) | | | | | | [65](#ibcf3634478c641bd8ea8954d16e0e305_91) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

We have audited the accompanying consolidated balance sheets of Super Micro Computer, Inc. (the “Company”) as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the [added: three] years [removed: then ended,] [added: in the period ended June 30, 2026] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for [added: each of] the [added: three] years [removed: then ended,] in [added: the period ended June 30, 2026, in] conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated August [removed: 28, 2025] [added: 31, 2026] expressed an adverse opinion thereon.

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated inventories balance, which is stated at lower of cost, using [added: the] weighted average cost method, or net realizable value, was [removed: $4.68] [added: $12.9] billion as [added: of] June 30, [removed: 2025.][added: 2026.]

As described in Notes 1 and [removed: 4] [added: 2] to the consolidated financial statements, the Company’s net sales were [removed: $21.97] [added: $39.1] billion for the year ended June 30, [removed: 2025.][added: 2026.]

- Evaluating revenue transactions on a sample basis by obtaining and inspecting source documents, such as purchase orders, sales quotations, contracts, invoices, and proof of [removed: shipment or] [added: shipment,] proof of [removed: delivery.][added: delivery, or evidence of customer acceptance, as applicable.]

[removed: To the Stockholders and the Board of Directors of Super Micro Computer, Inc.][added: SUPER MICRO COMPUTER, INC.]

| | | | [added: 2026 | | | | | |] 2025 | | | | | | 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 5,169,911] [added: 7,521,474] | | | | | $ | [removed: 1,669,766] [added: 5,169,911] | |

| Accounts receivable, net of allowance for credit losses of [removed: $0] [added: $109] and [removed: $73] [added: $0] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively (including amounts receivable from related parties of [removed: $393] [added: $624] and [removed: $6,194] [added: $393] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively) | | | [removed: 2,203,942] [added: 6,125,414] | | | | | | [removed: 2,737,331] [added: 2,203,942] | | |

| Inventories | | | [removed: 4,680,375] [added: 12,895,949] | | | | | | [removed: 4,333,029] [added: 4,680,375] | | |

| Prepaid expenses and other current assets (including receivables from related parties of [removed: $13,745] [added: $905] and [removed: $11,939] [added: $13,745] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively) | | | [removed: 247,426] [added: 1,183,415] | | | | | | [removed: 191,834] [added: 247,426] | | |

| Total current assets | | | [removed: 12,301,654] [added: 27,726,252] | | | | | | [removed: 8,931,960] [added: 12,301,654] | | |

| Property, plant, and equipment, net | | | [removed: 504,488] [added: 625,553] | | | | | | [removed: 414,008] [added: 504,488] | | |

| Deferred income taxes, net | | | [removed: 607,416] [added: 697,441] | | | | | | [removed: 365,172] [added: 607,416] | | |

| Other assets | | | [removed: 604,871] [added: 896,221] | | | | | | [removed: 114,952] [added: 604,871] | | |

| Total assets | | | $ | [removed: 14,018,429] [added: 29,945,467] | | | | | $ | [removed: 9,826,092] [added: 14,018,429] | |

| Accounts payable (including amounts due to related parties of [removed: $129,752] [added: $117,062] and [removed: $165,295] [added: $129,752] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively) | | | $ | [removed: 1,281,977] [added: 2,247,003] | | | | | $ | [removed: 1,472,381] [added: 1,281,977] | |

| Accrued liabilities (including amounts due to related parties of [removed: $1,044] [added: $1,213] and [removed: $170] [added: $1,044] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively) | | | [removed: 565,637] [added: 1,032,716] | | | | | | [removed: 259,674] [added: 565,637] | | |

| Income taxes payable | | | [removed: 53,381] [added: 262,608] | | | | | | [removed: 18,268] [added: 53,381] | | |

| Lines of credit and [removed: current portion of] term [removed: loans] [added: loans, current] | | | [removed: 75,060] [added: 2,039,774] | | | | | | [removed: 402,346] [added: 75,060] | | |

| Deferred revenue | | | [removed: 368,737] [added: 1,578,005] | | | | | | [removed: 193,052] [added: 368,737] | | |

| Total current liabilities | | | [removed: 2,344,792] [added: 7,160,106] | | | | | | [removed: 2,345,721] [added: 2,344,792] | | |

| Deferred revenue, non-current | | | [removed: 362,645] [added: 1,034,027] | | | | | | [removed: 223,324] [added: 362,645] | | |

| [removed: Term] [added: Lines of credit and term] loans, non-current | | | [removed: 37,415] [added: 2,016,374] | | | | | | [removed: 74,083] [added: 37,415] | | |

| Convertible notes | | | [removed: 4,645,178] [added: 4,664,139] | | | | | | [removed: 1,697,716] [added: 4,645,178] | | |

| Other long-term liabilities (including amounts due to related parties of [removed: $608] [added: $362] and [removed: $0] [added: $608] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively) | | | [removed: 326,528] [added: 591,205] | | | | | | [removed: 67,878] [added: 326,528] | | |

| Total liabilities | | | [removed: 7,716,558] [added: 15,465,851] | | | | | | [removed: 4,408,722] [added: 7,716,558] | | |

| Commitments and contingencies (Note [removed: 13)] [added: 15)] | | | | | | | | | | | |

| Authorized shares: 1,000,000; Issued and outstanding shares: [removed: 594,137] [added: 656,882] and [removed: 588,087] [added: 594,137] at June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively | | | [removed: 2,866,449] [added: 4,600,893] | | | | | | [removed: 2,830,820] [added: 2,866,449] | | |

| Accumulated other comprehensive income | | | [removed: 705] [added: 397] | | | | | | [removed: 706] [added: 705] | | |

| Retained earnings | | | [removed: 3,434,539] [added: 5,651,904] | | | | | | [removed: 2,585,680] [added: 3,434,539] | | |

| Total Super Micro Computer, Inc. stockholders’ equity | | | [removed: 6,301,693] [added: 14,479,452] | | | | | | [removed: 5,417,206] [added: 6,301,693] | | |

| [Notes to Consolidated Financial Statements](#id8c92fe23c2943f2a107d666a6dbc68f_91) | | | | | | [65](#id8c92fe23c2943f2a107d666a6dbc68f_91) | | |

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

August 31, 2026

| | | | 2026 | | | | | | 2025 | | |

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

| Authorized shares: 10,000; Issued and outstanding shares of Series A Mandatory Convertible Preferred Stock: 4,313 and 0 at June 30, 2026 and 2025, respectively | | | 4,226,258 | | | | | | — | | |

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

| Interest income | | | 186,920 | | | | | | 59,834 | | | | | | 28,957 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| Balance at June 30, 2026 | | | 4,312,500 | | | | | | $ | 4,226,258 | | | | | 656,882,499 | | | | | | $ | 4,600,893 | | | | | | | | | | | | | | | | | $ | 397 | | | | | $ | 5,651,904 | | | | | $ | 164 | | | | | $ | 14,479,616 | |

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

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

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

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

| Inventories | | | (8,876,747) | | | | | | (587,689) | | | | | | (2,983,000) | | |

| Proceeds from disposal of equity investment | | | 13,333 | | | | | | — | | | | | | — | | |

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

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

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

| Payments of equity issuance costs | | | (996) | | | | | | — | | | | | | — | | |

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

The cost of maintenance and repairs is expensed as incurred.

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

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

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

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

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

| [Report of Independent Registered Public Accounting Firm (PCAOB ID:](#ibcf3634478c641bd8ea8954d16e0e305_73) 34[)](#ibcf3634478c641bd8ea8954d16e0e305_73) | | | | | | [58](#ibcf3634478c641bd8ea8954d16e0e305_73) | | |

Report of Independent Registered Public Accounting Firm

San Jose, California

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

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

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

Basis for Opinion

August 28, 2025

Opinion on the Financial Statements

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

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

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

Those retrospective adjustments were audited by the successor auditor.

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

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

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

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

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

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

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

/s/ DELOITTE & TOUCHE LLP

August 25, 2023

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

In 2023, we became the predecessor auditor.

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

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| Balance at June 30, 2022 | | | 523,110,140 | | | | | | $ | 481,741 | | | | | | | | | | | | | | | | | $ | 911 | | | | | $ | 942,923 | | | | | $ | 172 | | | | | $ | 1,425,747 | |

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

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

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

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| Depreciation and amortization | | | 58,344 | | | | | | 38,693 | | | | | | 34,904 | | |

| Inventories | | | (355,606) | | | | | | (2,899,996) | | | | | | 100,042 | | |

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Forward Stock Split

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

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

None.

Ernst and Young LLP (“EY”) was engaged on March 15, 2023 to perform an audit for the Company’s fiscal year 2024, and did not issue any report on the Company’s financial statements or the Company’s internal control over financial reporting.

EY resigned while conducting the audit for the Company’s fiscal year 2024, EY’s first audit on the Company’s behalf.

In late July 2024, EY communicated to the Audit Committee (the “Audit Committee”) of our Board of Directors (the “Board”) concerns about certain matters related to governance, transparency, and our internal control over financial reporting.

In response, the Board appointed a new director to the Board and formed an independent special committee (the “Special Committee”) to review these matters (the “Review”).

The Special Committee engaged independent outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC to aid in an investigation on behalf of and at the direction of the Special Committee.

The Special Committee’s investigation was intended to assess whether the information brought to the Audit Committee’s attention by EY, and certain other matters identified during the Review, raised substantial concerns about (i) the integrity of our senior management and Audit Committee, (ii) the commitment of our senior management and Audit Committee to ensuring that the Company’s financial statements are materially accurate, (iii) the Audit Committee’s independence and ability to provide proper oversight over matters relating to financial reporting, and (iv) the tone at the top of the Company with regard to rehiring certain former employees and financial reporting.

On October 2, 2024, the Special Committee reported its interim findings to EY and the Board.

After receiving additional information through the Review process, EY informed the Special Committee that the additional information EY received raised questions, including about whether the Company demonstrated a commitment to integrity and ethical values consistent with Principle 1 of the COSO Framework, about the ability and willingness of the Audit Committee and overall Board to demonstrate and act as an oversight body that is independent of the CEO and other members of management in accordance with Principle 2 of the COSO Framework, and whether EY could rely on representations from certain members of management and from the Audit Committee.

EY subsequently resigned as the Company’s independent public accounting firm, by letter dated October 24, 2024.

In that letter, EY stated, in part: “we are resigning due to information that has recently come to our attention which has led us to no longer be able to rely on management's and the Audit Committee’s representations and to be unwilling to be associated with the financial statements prepared by management, and after concluding we can no longer provide the Audit Services in accordance with applicable law or professional obligations.”

As described in the Form 8-K we filed on October 30, 2024 (“October 2024 8-K”), other than what’s described in the October 2024 8-K, during the fiscal years ended June 30, 2024 and 2023, and the subsequent interim period preceding EY’s resignation, (1) there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to EY’s satisfaction to our knowledge would have caused it to make reference to the subject matter thereof in connection with that report, and (2) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

The points raised by EY as set forth in this Item 9 did not have any effect on the Company’s financial statements.

We disagreed with EY’s decision to resign as our independent registered public accounting firm for a number of reasons, including that a significant number of audit procedures were incomplete and the Special Committee had not yet obtained all information relevant for the Review and had not concluded the Review.

On December 2, 2024, we announced that the Special Committee completed its Review.

Among the findings by the Special Committee were:

- The evidence reviewed by the Special Committee did not give rise to any substantial concerns about the integrity of our senior management or the Audit Committee, or their commitment to ensuring that our financial statements are materially accurate.

- With respect to the matters investigated by the Special Committee, the Audit Committee demonstrated appropriate independence and generally provided proper oversight over matters relating to financial reporting.

- With respect to the rehiring of former employees, the tone at the top of our company was appropriate and fully consistent with a commitment to proper financial reporting and legal compliance.