Item 11. Executive Compensation

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

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

Our NEOs for the fiscal year 2026 were:

Charles Liang			President, Chief Executive Officer (“CEO”) and Chairman of the Board
David Weigand			Senior Vice President, Chief Financial Officer(3)
Jin Xiao (Tom Xiao)(1)			Senior Corporate Vice President of Engineering
Vikranth Malyala			Chief Business Officer
Don Clegg(2)			Former Senior Vice President, Worldwide Sales

(1) Effective December 31, 2025, following the retirement of Mr. George Kao from his position as the Company’s Senior Vice President of Operations, Mr. Xiao assumed Mr. Kao’s responsibilities in addition to his existing responsibilities as the Company’s Senior Corporate Vice President of Engineering.

(2) Effective May 15, 2026, Mr. Clegg retired from his position as the Company’s Senior Vice President of Worldwide Sales. Pursuant to an Independent Contractor Agreement, dated as of May 16, 2026 (the “Clegg Consulting Agreement”), Mr. Clegg will continue to provide services to the Company as a consultant until November 15, 2026, unless otherwise renewed by the Company. See “—Other Benefits— Employment Arrangements, Severance and Change of Control Benefits” for additional information regarding the Clegg Consulting Agreement.

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

Overview of Compensation

FY2026 Other NEO Compensation Mix

(Aggregate Compensation)(1)

(1)The chart presents the percentage of each compensation component received by our four non-CEO NEOs in the aggregate as a group, as well as the allocation of cash and equity compensation received by all such persons in the aggregate as a group. No equivalent chart is presented for CEO compensation because, for fiscal year 2026, other than a nominal base salary of $1.00, Mr. Liang’s compensation consisted solely of his ability to earn his 2023 CEO Performance Award (which was granted during fiscal year 2024 and partially vested during fiscal year 2025), as further described below. The terms established in connection with the 2021 CEO Performance Award (which vested in its entirety during fiscal year 2024) also remained in effect during fiscal year 2026, as further described below.

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

Our executive compensation philosophy is designed to align a significant portion of named executive officer compensation with corporate performance and long-term stockholder value. Consistent with this philosophy, we emphasize performance-based equity awards, including restricted stock units (“RSUs”) and stock options, while seeking to reduce our reliance on fixed compensation such as base salary, fixed bonus (the “Fixed Bonus”) and equity awards that vest solely based on continued service. We continued this approach during fiscal year 2026. As further described below, during fiscal year 2026, our Chief Executive Officer, Charles Liang, continued to receive an annual base salary of $1.00 and did not receive any new equity awards. His compensation opportunity consisted primarily of the potential vesting of additional tranches under the performance-based stock option granted to him in November 2023 (the “2023 CEO Performance Award”). For our named executive officers other than Mr. Liang (the “Other NEOs”), we continued to utilize a performance-based compensation program with defined performance metrics, or key performance indicators (“KPIs”). Each Other NEO participated in this program during fiscal year 2026 (the “FY2026 Performance Program for Other NEOs”). See “FY2026 Performance Program for Other NEOs” below for additional information regarding the design and operation of the program.

CEO Performance Awards

Pursuant to the 2023 CEO Performance Award, Mr. Liang received options to purchase up to 5,000,000 shares of our common stock at an exercise price of $45.00 per share representing a premium of approximately 53% to the closing market price of $29.39 on the grant date. The 2023 CEO Performance Award consists of five tranches, each of which is eligible to vest only upon the achievement of both a specified stock-price target, ranging from $45.00 to $110.00 per share, and corresponding revenue goal, ranging from $13.0 billion to $21.0 billion measured over four consecutive fiscal quarters. In fiscal year 2021, Mr. Liang previously agreed to receive a de minimis annual base salary of $1.00 and no cash bonuses through June 30, 2026 in connection with receiving a performance-based stock option award that has since vested (the “2021 CEO Performance Award”). In connection with the 2023 CEO Performance Award, Mr. Liang agreed to continue receiving only a de minimis annual base salary of $1.00, or such higher amount as may be required by applicable law, and no cash bonuses through the earlier of (1) the vesting of all tranches under the 2023 CEO Performance Award and (2) March 31, 2029. Mr. Liang also must remain employed as our Chief Executive Officer, or in another position mutually agreed upon by Mr. Liang and the Board, when the applicable performance goals are achieved for the corresponding tranche to vest. These conditions are intended to promote Mr. Liang’s continued leadership and align his compensation with the Company's long-term performance. See “—Discussion and Analysis of 2023 CEO Performance Award” below for additional information regarding the terms of the 2023 CEO Performance Award and the achievement of the applicable performance goals.

As of June 30, 2026, all five revenue goals and four of the five stock-price goals under the 2023 CEO Performance Award had been achieved. The highest revenue goal under the 2023 CEO Performance Award required the Company to achieve revenue of $21.0 billion over four consecutive fiscal quarters, compared with fiscal year 2023 revenue of $7.1 billion, the last full fiscal year completed before the award was granted. The Company achieved the $21.0 billion revenue goal during the third quarter of fiscal year 2025, and the Compensation Committee certified its achievement on August 26, 2025.

Moreover, based on the applicable 60-trading-day average closing price of our common stock, four of the five stock price goals under the 2023 CEO Performance Award—$45.00, $60.00, $75.00, and $90.00 per share—were achieved during fiscal year 2024. The remaining stock price goal of $110.00 per share had not been achieved as of June 30, 2026. Accordingly, as of June 30, 2026, four tranches of the 2023 CEO Performance Award representing options to purchase 4,000,000 shares of our common stock had vested and the fifth tranche, representing options to purchase 1,000,000 shares of our common stock remained unvested.

Process Overview

The Compensation Committee oversees our executive compensation program and is responsible for reviewing and approving the compensation of our named executive officers. At the end of fiscal year 2026, the Compensation Committee consisted of three independent directors. Each director who served on the Compensation Committee during fiscal year 2026 was independent under the applicable Nasdaq listing rules.

Role of the Independent Compensation Consultant

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

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Peer Group

In making compensation decisions for fiscal year 2026, the Compensation Committee considered, among other factors: (1) the recommendations of our Chief Executive Officer regarding the compensation of the Other NEOs; (2) publicly available compensation information for comparable companies; and (3) compensation data and analysis prepared by Aon. The Compensation Committee considered the compensation data provided by Aon in assessing the competitiveness and appropriateness of the compensation of our named executive officers.

Factors utilized by the Compensation Committee in evaluating peer companies for the Company’s fiscal year 2026 peer group generally included consideration of their prior fiscal year number of employees, trailing 12-month revenue, year-over-year revenue growth, operating income and net income; market data such as 30-day average stock price, 20-day average market capitalization and market capitalization as a multiple of revenue; and recent total shareholder return metrics on both a one-year basis and three-year compounded annual growth rate basis.

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

CDW Corporation			Microchip Technology
Corning Inc.			Micron Technology
Electronic Arts Inc.			NetApp, Inc
Hewlett Packard Enterprise Company			ON Semiconductor Corporation
HP Inc.			Sanmina Corporation
Jabil Inc.			Seagate Technology Holdings plc
Juniper Networks			TE Connectivity
Keysight Technologies			Teledyne Technologies
KLA Corporation			Toast, Inc.
Lam Research			Western Digital Corporation
Marvell Technology, Inc.			Workday, Inc.

Role of Executive Officers in the Compensation Process

Each year, management provides recommendations to the Compensation Committee regarding compensation program design and evaluations of executive and Company performance. In particular, our Chief Financial Officer provides the Compensation Committee with information about our performance against the objective metrics set forth in the executive compensation performance program and the CEO provides the Compensation Committee with his subjective Compensation Adjustment Factor evaluation for the Other NEOs. This evaluation provided by the CEO includes his views as to the impact of individual Other NEOs on strategic initiatives and organizational goals, as well as their functional expertise and leadership, while also factoring in extrinsic considerations (such as any share price volatility during the fiscal year). The CEO also provides the Compensation Committee with his views of the nature and extent of our performance against expectations.

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

Key Fiscal Year 2026 Executive Compensation Decisions and Actions

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

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

◦Primarily formula-based;

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

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◦Utilizes company performance metrics tied closely to stockholder value, including percentage appreciation in stock price from the prior fiscal year and percentage increase in worldwide revenue from the prior fiscal year. See “―FY2026 Performance Program for Other NEOs” below for more information.

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

◦For Mr. Weigand, five KPIs were included in his program with varying weights as follows: Worldwide Revenue Performance (1x weighting), Worldwide Gross Margin (1x weighting), EPS (2x weighting), Inventory Reserves as Percentage of Revenue (2x weighting) and Material Weakness Remediation (1x weighting).

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

◦For Mr. Xiao, four KPIs were included in his program, each with equal weight: Worldwide Gross Margin, Engineering Change Orders Decline/Growth Rate, CPU Based Revenue as Percentage of Total Revenue and RMA Decline/Growth Rate.

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

◦For Mr. Malyala, four KPIs were included in his program, with varying weights as follows: Worldwide Revenue Growth (1x weighting), Customer Satisfaction (2x weighting), EMEA Connected Revenue Growth (2x weighting) and Percentage Growth in Direct Customer (2x weighting).

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

◦ Mr. Clegg did not participate in the performance-based annual incentive program in fiscal year 2026. The Fixed Bonus component for Mr. Clegg’s fiscal year 2026 compensation was 20% of his base salary (calculated as a Base Incentive Target of 10% of base salary multiplied by a Bonus Pool Multiplier of 2), consistent with the annual rate in place at the start of fiscal year 2025.

• The prior year’s performance program for Other NEOs utilized a compensation adjustment factor (the “Compensation Adjustment Factor”), and the Compensation Committee elected to retain this element for the fiscal year 2026 program. While the Compensation Adjustment Factor is subjective and evaluated by the CEO, the CEO may consider not only each executive’s individual performance but also external factors, including performance relative to expectations and share price volatility, and make adjustments accordingly. The Compensation Committee has noted that in recent fiscal years, performance has been highly volatile with respect to certain KPIs, and believes that the CEO should have discretion (on behalf of the Compensation Committee) to select a lower or higher result for the Compensation Adjustment Factor to manage overall compensation for the Other NEOs, rather than basing such factor solely on individual performance evaluations.

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

◦Mr. Weigand received a Fixed Bonus amount of $179,203 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $194,255 and earned an aggregate grant of $777,020 in RSUs. The RSUs generally vest in annual installments over four years from July 1, 2026;

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◦Mr. Xiao received a Fixed Bonus amount of $78,989 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $68,127 and an aggregate grant of $68,127 in RSUs. The RSUs generally vest in annual installments over four years from July 1, 2026;

◦Mr. Malyala received a Fixed Bonus amount of $136,811 paid in semi-monthly installments during fiscal year 2026, and based on performance against fiscal year 2026 goals earned a cash payment of $259,943 and an aggregate grant of $259,943 in RSUs. The RSUs vest in annual installments over four years from July 1, 2026;

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

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

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

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

Our last annual meeting of stockholders was held in April 2026 (the “Fiscal Year 2026 Annual Meeting”), and we provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers for fiscal year 2026 as disclosed in the proxy statement for such meeting. At the meeting, stockholders representing approximately 93% of the stock present and entitled to vote on this “say-on-pay” proposal approved the compensation of our named executive officers. Although the say-on-pay vote was non-binding, the Compensation Committee believes that the high level of approval is an indication that our stockholders generally support our approach to executive compensation, and the committee expects to continue to consider the outcome of that vote when making future compensation decisions for our named executive officers.

Fiscal Year 2026 CEO Compensation

Overview

As described above, Mr. Liang previously agreed to receive a de minimis annual base salary of $1.00 and no cash bonuses through June 30, 2026 in connection with the 2021 CEO Performance Award. In connection with the 2023 CEO Performance Award, Mr. Liang agreed to continue receiving a de minimis annual base salary of $1.00, with no cash bonuses, through the earlier of (1) the vesting of all tranches under the 2023 CEO Performance Award and (2) March 31, 2029. Mr. Liang must also remain as our CEO (or such other position as he and the Board may agree) at the time each performance goal is met in order for the corresponding tranche to vest. This condition is intended to help ensure Mr. Liang’s active leadership of the Company over the long term.

Discussion and Analysis of 2023 CEO Performance Award

During the second quarter of fiscal year 2024, in light of the progression of achievement under the 2021 CEO Performance Award and in order to continue to motivate and incentivize Mr. Liang, the Compensation Committee granted Mr. Liang the 2023 CEO Performance Award in November 2023.

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The 2023 CEO Performance Award granted to Mr. Liang is a long-term performance-based option award to purchase up to 5,000,000 shares of our common stock, which award may vest in five equal tranches. Each of the five tranches vests upon the achievement of both a specified revenue goal (each, a “New Revenue Goal”) and a specified stock price goal (each, a “New Stock Price Goal”). New Revenue Goals must be achieved by December 31, 2028 (the “New Revenue Performance Period") and New Stock Price Goals must be achieved by March 31, 2029 (the “New Stock Price Performance Period”). The 2023 CEO Performance Award was granted with an exercise price equal to $45.00 (the “New Exercise Price”), representing a premium of approximately 53% to the closing stock price reported on Nasdaq on the date of grant. The 2023 CEO Performance Award will generally expire on November 14, 2033 and includes, among other terms and conditions, a restriction on the sale of any shares issued upon exercise of the 2023 CEO Performance Award until November 14, 2026.

The Compensation Committee sought to ensure that the 2023 CEO Performance Award would further align Mr. Liang’s interests with those of our stockholders over the long term. In connection with the 2023 CEO Performance Award, the Compensation Committee extended the period during which Mr. Liang would continue to receive a de minimis annual base salary of $1.00 (or such other non-waivable minimum wage requirement, if deemed advisable) and no cash bonuses through the earlier of (1) the date all tranches under the 2023 CEO Performance Award shall have vested and (2) March 31, 2029. As described above, Mr. Liang must also remain as our CEO (or such other position as he and the Board may agree) at the time each performance goal is met in order for the corresponding tranche to vest. This condition is intended to help ensure Mr. Liang’s active leadership of the Company over the long term.

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

New Revenue Goals**(1)**						Absolute Change From Revenue Reported for the Fiscal Year Ended Prior to the Grant of the 2023 CEO Performance Award (June 30, 2023)****(2)						Achievement Status
$13.0 billion						82%						Achieved(3)
$15.0 billion						111%						Achieved(4)
$17.0 billion						139%						Achieved(5)
$19.0 billion						167%						Achieved(6)
$21.0 billion						195%						Achieved(7)

(1)Under the terms of the 2023 CEO Performance Stock Option, the rolling four-quarter revenue milestones and stock price milestones set forth in the table above must be achieved by December 31, 2028 and March 31, 2029, respectively.

(2)Rounded to the nearest whole percentage.

(3)On February 27, 2025, the Compensation Committee certified achievement of the $13.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of June 30, 2024.

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

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

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

(7)On August 26, 2025, the Compensation Committee certified achievement of the $21.0 billion revenue milestone based on our previous four consecutive fiscal quarters revenue as of March 31, 2025.

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

New Stock Price Goals**(1)**						Absolute Change in Stock Price from Grant Date Stock Price**(2)(3)**						Absolute Change in Stock Price From $45.00 Exercise Price**(3)**						Achievement Status
$45.00						53%						0%						Achieved(4)
$60.00						104%						33%						Achieved(5)
$75.00						155%						67%						Achieved(6)
$90.00						206%						100%						Achieved(7)
$110.00						274%						144%						Not yet achieved

(1)Sustained stock price performance is required for each New Stock Price Goal to be met, other than in connection with a change in control. For each New Stock Price Goal to be met, the trailing sixty trading day average stock price must equal or exceed the New Stock Price Goal.

(2)Utilizes closing stock price of $29.39 on November 14, 2023.

(3)Rounded to the nearest whole percentage.

(4)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from November 29, 2023 through February 26, 2024 was $45.70.

(5)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from December 15, 2023 through March 13, 2024 was $61.07.

(6)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from January 4, 2024 through April 1, 2024 was $75.28.

(7)Achieved prior to fiscal year 2025. The sixty-trading day average stock price from January 31, 2024 through April 25, 2024 was $90.31.

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

A New Revenue Goal and a New Stock Price Goal that are matched together may be achieved at different points in time, and vesting will occur upon the later of the Compensation Committee’s certification dates for the applicable New Revenue Goal and New Stock Price Goal. Subject to any applicable clawback provisions, policies or other forfeiture terms described in the 2023 CEO Performance Award, once a goal is achieved, it is permanently deemed achieved for purposes of determining the vesting of a tranche.

There is no full acceleration of vesting of the 2023 CEO Performance Award as a result of a “change in control” (as defined in the Company’s Amended and Restated 2020 Equity and Incentive Compensation Plan (the “2020 Plan”)). However, in connection with a change in control, whether any unvested tranches vest will depend solely on our attainment of the New Stock Price Goals (the New Revenue Goals will be disregarded). In addition, for purposes of determining whether the New Stock Price Goal has been achieved, the stock price shall equal the greater of (1) the most recent closing price per share immediately prior to the effective time of such change in control or (2) the per share common stock price (plus the per share of common stock value of any other consideration) received by the stockholders in the change in control. To the extent that any tranche has not vested as of immediately before the effective time of the change in control and does not otherwise vest as a result of the change in control, such unvested tranche will be forfeited automatically as of the effective time of the change in control.

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FY2026 Performance Program for Other NEOs

Overview

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

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

• Base Salary;

• Fixed Bonus; and

• Performance-based annual incentive award (“Performance Incentive Award”) which, for Mr. Weigand, is payable 20% in the form of cash (the “Performance Cash”) and 80% in the form of service-based RSUs and, for each of Mr. Xiao, and Mr. Malyala, is payable 50% in the form of Performance Cash and 50% in the form of service-based RSUs. Such RSUs will generally vest in equal annual installments over a period of approximately four years, subject to continued employment.

Base Salary

The following table sets forth base salaries for each of Mr. Weigand, Mr. Xiao, Mr. Malyala, and Mr. Clegg at the end of fiscal years 2025 and 2026:

Name						Principal Position During Fiscal Year 2026						End of Fiscal Year 2025 Base Salary Rate**(1)(2)**									End of Fiscal Year 2026 Base Salary Rate**(1)(2)**						Base Salary % Change
David Weigand						Senior Vice President, Chief Financial Officer						$	568,898								$	597,343					5.0		%
Jin Xiao (Tom Xiao)						Senior Corporate Vice President of Engineering						$	448,800								$	493,680					10.0		%
Vikranth Malyala						Chief Business Officer						$	482,580								$	608,051					26.0		%
Don Clegg						Former Senior Vice President, Worldwide Sales(3)						$	466,670								$	—					—		%

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

(2)For each of fiscal years 2025 and 2026, salary amounts disclosed in the Summary Compensation Table for each NEO differ from the amounts disclosed in the table above because of the timing of adjustments made to base salary. For fiscal year 2025, such adjustments were effective January 1, 2025 for each of Mr. Weigand and Mr. Xiao. For fiscal year 2026, such adjustments were effective January 1, 2026 for Mr. Xiao and Mr. Malyala. In addition, salary amounts disclosed in the Summary Compensation Table for such NEOs also include amounts paid out for vacation and sick days.

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

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

Fixed Bonus Component

Under the FY2026 Performance Program for Other NEOs, each of Mr. Weigand, Mr. Xiao, Mr. Malyala, and Mr. Clegg was entitled to receive a Fixed Bonus component payable in semi-monthly installments in the form of cash, which was based upon a percentage of base salary, and payable subject to continued service. The Compensation Committee included the Fixed Bonus as a component of the FY2026 Performance Program for Other NEOs in recognition of the continued achievements and contributions of the Other NEOs to the Company.

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The Compensation Committee decided to retain the Fixed Bonus component for the FY2026 Performance Program for Other NEOs because the Compensation Committee believed the aggregate total cash compensation for the Other NEOs was likely to still be less than the market 50th percentile for comparable positions. The following table sets forth the total amount of Fixed Bonus received by the Other NEOs for fiscal year 2026:

Name						Principal Position During Fiscal Year 2026						Fixed Bonus (as a % of Base Salary)						Fiscal Year 2026 Fixed Bonus Received
David Weigand						Senior Vice President, Chief Financial Officer						30%						$179,203(1)
Jin Xiao (Tom Xiao)						Senior Corporate Vice President of Engineering						16%						$78,989(2)
Vikranth Malyala						Chief Business Officer						27%						$136,811(3)
Don Clegg(4)						Former Senior Vice President, Worldwide Sales						—						$22,654(4)

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

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

(3)For Mr. Malyala, the Fixed Bonus paid from July 1, 2025 to June 30, 2026 was determined based upon a base salary of $506,709, which was his annual salary rate as of January 1, 2026. This salary was again increased on May 11, 2026 to $608,051, which was his annual salary rate as of July 1, 2026.

(4)For Mr. Clegg, the Fixed Bonus was paid from July 1, 2025 to September 30, 2025. As such, he had no Fixed Bonus as a percentage of Base Salary.

Performance Incentive Award

Description of Performance Incentive Award. Under the Performance Incentive Award portion of the FY2026 Performance Program for Other NEOs, participants have the ability to earn Performance Incentive Awards based upon the achievement of certain specified KPIs and the CEO’s subjective evaluation under the Compensation Adjustment Factor for the fiscal year. Any Performance Incentive Awards earned by Mr. Weigand are payable 20% in cash and 80% in RSUs, and any Performance Incentive Awards earned by Mr. Malyala, or Mr. Xiao are payable 50% in cash and 50% in RSUs. The cash portion of the award is paid out promptly after the amount of any Performance Incentive Award is determined and approved by the Compensation Committee following the end of the fiscal year, and the RSUs are granted at approximately the same time, unless otherwise stated in this Annual Report. The number of RSUs granted to the participants is determined by dividing the value of the RSU portion of the Performance Incentive Award by an average closing price of our stock, as described in more detail below. These RSUs generally vest in equal annual installments over a period of four years from the first day of the new fiscal year, so long as the individual continues to be employed. RSUs for the annual award are (for purposes of administration of shares available under the 2020 Plan) capped for each of Messrs. Weigand, Xiao, and Malyala at a level unlikely to be earned. In addition:

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

• The Base Incentive Unit for fiscal year 2026 was set at 10% of base salary for Mr. Weigand, at 8% for Mr. Xiao and at 9% for Mr. Malyala.

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

◦For Mr. Weigand, the KPIs for fiscal year 2026 were based upon:

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

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

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

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

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

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

• Inventory Reserves as a Percentage of Revenue, which is based on minimizing inventory write-downs as a percentage of revenue. A KPI multiple of 1.0 is achieved at 0.75%, increasing to 2.0 at 0.50% and 4.0 at 0.25%, with results scaled accordingly.

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

• Material Weakness Remediation, which is measured on an all-or-nothing basis. A KPI multiple of 1.0 is achieved upon achievement of the specified remediation objective; otherwise, no KPI multiple is earned.

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

◦For fiscal year 2026, Mr. Weigand was eligible to receive, based on the CEO’s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 of rating counting as 1.00 towards determination of the final aggregate Multiple. See “— Key Fiscal Year 2026 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

◦For Mr. Xiao, the KPIs for fiscal year 2026 were based upon:

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

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

• Engineering Change Orders Decline/Growth, which is based on the change in Engineering Change Orders (“ECOs”) relative to the prior-year level. A KPI multiple of 1.0 is achieved when ECOs remain at the baseline level (i.e., no change from the prior fiscal year). The KPI multiple decreases to 0.0 if ECOs increase by 10% or more, and increases to 2.0 if ECOs decline by 10% or more, with performance between those levels scaled accordingly.

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

SMCI | 2026 Form 10-K | 147

• CPU-Based Revenue, which is based on the change in CPU-based revenue as a percentage of total revenue relative to the fiscal year 2025 level. A KPI multiple of 1.0 is achieved when the percentage is equal to the fiscal year 2025 level. A KPI multiple of 2.0 is achieved when the percentage is 5% higher than the fiscal year 2025 level, while performance below the fiscal year 2025 level results in a KPI multiple of 0.0, with performance between those levels scaled accordingly.

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

• RMA Decline/Growth Rate, which is based on the year-over-year change in RMAs. A KPI multiple of 1.0 is achieved when there is no change from the prior fiscal year. The KPI multiple decreases to 0.0 if RMAs increase by 10% or more, and increases to 2.0 if RMAs decline by 10% or more, with performance between those levels scaled accordingly.

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

◦For fiscal year 2026, Mr. Xiao was eligible to receive, based on the CEO’s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 point of rating counting as 1.00 towards the determination of the final aggregate Multiple. See “— Key Fiscal Year 2026 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

◦For Mr. Malyala, the KPIs for fiscal year 2026 were based upon:

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

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

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

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

• EMEA Connected Revenue Growth, which is based on EMEA revenue performance relative to the fiscal year 2025 level. A KPI multiple of 1.0 is achieved at 82% performance relative to the fiscal year 2025 level. The KPI multiple increases progressively as performance improves, reaching 1.25 at 88%, 1.50 at 94%, 1.75 at 100%, and 2.0 at 105%, with performance between those levels scaled accordingly.

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

• Percentage Growth in Direct Customer, which is based on growth in the number of direct customers relative to the fiscal year 2025 level. A KPI multiple of 1.0 is achieved upon a 30% increase in direct customers relative to the fiscal year 2025 level. The KPI multiple increases progressively as performance improves, reaching 1.5 at 40%, 2.0 at 50%, 3.0 at 75%, 4.0 at 100%, 5.0 at 125%, and 6.0 at 150%, with performance between those levels scaled accordingly.

SMCI | 2026 Form 10-K | 148

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

◦For fiscal year 2026, Mr. Malyala was eligible to receive, based on the CEO’s evaluation, a Compensation Adjustment Factor between 1.0 and 5.0, with each 1.00 point of rating counting as 1.00 towards the determination of the final aggregate Multiple. See “— Key Fiscal Year 2026 Executive Compensation Decisions and Actions” above for additional discussion with respect to the Compensation Adjustment Factor.

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

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

RSUs granted in respect of earned Performance Incentive Awards are granted to the respective participating officer on a grant date within 10 days of the Compensation Committee’s certification and approval of the results of the Performance Incentive Award (the “Grant Date”), subject to the recipient remaining employed with, or otherwise continuing to provide services to, the Company through such Grant Date. The number of RSUs granted is determined by dividing the value of the portion of the Performance Incentive Award earned thereunder allocated to the RSUs portion by the sixty-trading day average closing stock price of our common stock as of (and including) the date immediately prior to the Grant Date (rounded to the nearest whole RSU). RSUs generally vest over a period of four years from the date of grant, subject to continued employment.

Measurement of Fiscal Year 2026 Performance against the Performance Incentive Award. The following sets forth the determination of the Performance Incentive Award based upon fiscal year 2026 performance for Mr. Weigand:

Performance Measure			Achievement			Weighting Factor			Final Weighted Score
Worldwide Revenue Performance			80%(1)			1X			0.80
Worldwide Gross Margin			190%(2)			1X			1.90
EPS			212%(3)			2X			4.24
Inventory Reserve as Percentage of Revenue			216%(4)			2X			4.32
Material Weakness Remediation			0%(5)			1X			0.00
Compensation Adjustment Factor			5.00(6)			1X			5.00
Total Multiple									16.26
Base Incentive Unit									$59,734
Final Earned Performance Incentive Award Value									$971,275
Performance Cash Payout Value (20%)									$194,255
RSUs Payout Value (80%)									$777,020
Number of RSUs to be Granted									24,093

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

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

(3)The basic EPS increased to $3.65 in fiscal year 2026, from $1.77 in fiscal year 2025. Diluted EPS increased to $3.26 in fiscal year 2026, from $1.68 in fiscal year 2025.

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

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

(6)Based upon the CEO’s evaluation.

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

Performance Measure			Achievement			Weighting Factor			Final Weighted Score
Worldwide Gross Margin			190%(1)			1X			1.90
Engineering Change Orders Decline/Growth Rate			0%(2)			1X			0.00
CPU based Revenue			0%(3)			1X			0.00
RMA Decline/Growth Rate			0%(4)			1X			0.00
Compensation Adjustment Factor			5.00(5)			1X			5.00
Total Multiple									6.90
Base Incentive Unit									$39,494
Final Earned Performance Incentive Award Value(6)									$136,254
Performance Cash Payout Value (50%)									$68,127
RSUs Payout Value (50%)									$68,127
Number of RSUs to be Granted									2,112

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

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

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

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

(5)Based upon the CEO’s evaluation.

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

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

Performance Measure			Achievement			Weighting Factor			Final Weighted Score
World Wide Revenue Growth			80%(1)			1X			0.80
Customer Satisfaction			50%(2)			2X			1.00
EMEA Connected Revenue Growth			80%(3)			2X			1.60
Percentage Growth in Direct Customer			150%(4)			2X			3.00
Compensation Adjustment Factor			5.00(5)			1X			5.00
Total Multiple									11.40
Base Incentive Unit									$45,604
Final Earned Performance Incentive Award Value									$519,886
Performance Cash Payout Value (50%)									$259,943
RSUs Payout Value (50%)									$259,943
Number of RSUs to be Granted									8,060

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

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

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

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

(5)Based upon the CEO’s evaluation.

Other Equity-Based Incentive Compensation

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

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For such Other NEOs participating in the FY2026 Performance Program, the Compensation Committee views stock options and other equity-based awards as an important component of the total compensation. We believe that equity-based awards align the interests of an NEO with those of our stockholders, provide NEOs a significant, long-term interest in the Company’s success and help retain key NEOs in a competitive market for executive talent. The number of shares owned by, or subject to equity-based awards held by, each NEO is periodically reviewed and additional awards are considered based upon a generalized assessment of past performance, expected future performance and the relative holdings of executive officers. In addition to equity-based awards made in connection with events such as promotions, the Compensation Committee has historically granted refresh equity awards to employees (including executive officers) on a two-year cycle. Periodically, and generally based on the recommendation of the CEO, the Compensation Committee has made off-cycle special recognition equity awards of options and/or RSUs to NEOs.

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

Name						Type of Award						Quantity (at Target) of Award						Rationale for Providing the Award
David Weigand						RSUs(1)						13,000						Recognition grant
						Stock Options(2)						30,622						Refresh grant
						RSUs(3)						13,780						Refresh grant
						RSUs(4)						10,000						Recognition grant
Jin Xiao (Tom Xiao)						RSUs(1)						8,000						Recognition grant
Vikranth Malyala						RSUs(1)						12,000						Recognition grant
						RSUs(4)						15,000						Recognition grant
Don Clegg						Stock Options(2)						12,440						Refresh grant
						RSUs(1)						3,500						Recognition grant
						RSUs(3)						5,598						Refresh grant

(1)Such grants were part of a special recognition grant made to a broad set of employees, which included Messrs. Weigand, Xiao, Malyala, and Clegg, and were granted on February 7, 2026 for Messrs. Weigand, Xiao, and Clegg and on January 27, 2026 for Mr. Mayala. These grants are consistent with prior practices over recent years to these same NEOs in connection with other broad-based special recognition rewards. The RSUs for Messrs. Weigand, Xiao, Malyala, and Clegg vest 50% on February 17, 2026 and 50% on August 17, 2026, and were intended to recognize and reward the Company’s general assessment of awardees’ recent collective achievement for and contributions to the Company. The CEO made the recommendation on the size of grants for the Other NEOs to the Committee based on his subjective assessment of their contributions to the Company.

(2)Such stock options were part of Mr. Weigand's and Mr. Clegg's regular periodic refresh grant cycle, and were granted on May 8, 2026 with a 10-year term and an exercise price equal to the closing market price of our common stock on the grant date ($35.37). Subject generally to their continued service, such stock options vest and become exercisable at the rate of 25% of the shares on May 8, 2027, and then an additional 1/16th of the shares at the end of each successive calendar quarter thereafter. The particular size of the stock option grants to them was determined based upon the recommendation of the CEO, which was reviewed and approved by the Compensation Committee.

(3)Such RSUs were part of Mr. Weigand's and Mr. Clegg’s regular periodic refresh grant cycle, and were granted on May 8, 2026. These RSUs generally vest at the rate of 25% of the total number of units on May 10, 2027, and then an additional 1/16th of the units at the end of each successive calendar quarter thereafter. See the table above for additional information with respect to this refresh grant.

(4)Such RSUs were part of a special recognition grant made to selected individual employees, which included Mr. Weigand and Mr. Malyala and were granted on June 17, 2026. The RSUs vest 50% on June 17, 2026 and 50% on December 17, 2026, respectively, and were intended to recognize and reward the Company’s general assessment of awardees’ (including Mr. Weigand’s and Mr. Malyala’s) recent collective achievement for and contributions to the Company. The CEO made the recommendation on the size of grant for Mr. Weigand and Mr. Malyala and other selected employees to the Committee based on his subjective assessment of their contributions to the Company.

Stock Ownership Guidelines

The Company maintains stock ownership guidelines that apply to the CEO and our non-employee directors (the “Guidelines”). Under the Guidelines, Mr. Liang currently has a target holding of three times his then-current base salary as in effect immediately prior to the grant of his 2021 CEO Performance Award. Under the Guidelines, non-employee directors have a target holding of three times the then-current annual Board member retainer (regardless of whether such director actually receives such retainer). For purposes of determining such target holding for non-employee directors, other director cash fees such as fees for Committee member/chair service or excess per meeting fees are not considered as part of the then-current annual Board member retainer.

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Under the Guidelines, each target is expected to be attained by the later of (1) five years from the effective date of the Guidelines or (2) five years from the effective date of a covered person’s assumption of the applicable role or responsibilities (or applicable designation as a covered person with a specific stock ownership target by the Compensation Committee) subjecting the covered person to the then-applicable stock ownership target. After the applicable five-year period has concluded, the covered person will be required to retain at least 50% of the common stock received (net of applicable withholding taxes) under our equity awards earned by, vested with respect to or exercised by the covered person if the covered person does not comply with his or her stock ownership target. Once a covered person has initially achieved his or her stock ownership target, the covered person will be considered to continue to be in compliance with the Guidelines unless as of the annual measurement the covered person’s common stock ownership drops to less than 85% of the covered person’s stock ownership target (in which case the covered person will have one year to again achieve compliance with the Guidelines).

For purposes of determining compliance with the stock ownership target, the following holdings by the covered person and his or her immediate family members sharing his or her household will be considered the equivalent of owning the corresponding applicable underlying common stock: (1) outright ownership of common stock; (2) vested common stock held in retirement or deferred compensation accounts; and (3) service-based restricted share, restricted stock unit and/or deferred share awards regarding common stock (whether or not vested).

As of June 30, 2026, each of the covered persons subject to the Guidelines had either met his or her stock ownership target or was within the applicable five-year phase in period.

Stock Retention Policy

We have adopted a stock retention policy which requires our CEO to retain at least 50% of all “net” shares received (“net” shares means those shares remaining after the sale or withholding of shares in payment of the exercise price, if applicable, and withholding taxes) for at least 36 months following the date on which an equity award is vested, settled or exercised, as applicable. In addition, in connection with the 2023 CEO Performance Award granted to our CEO in fiscal year 2024, the Board required a restriction on the sale of any shares issued upon the exercise of the options associated with such award until November 14, 2026. See “―Discussion and Analysis of 2023 CEO Performance Award.”

Policies and Practices Regarding the Grant of Equity Awards

The Compensation Committee generally holds regular quarterly meetings (which are typically held after the completion of a fiscal quarter and shortly before the Company announces its results for the just completed fiscal quarter (each, a “Regular Quarterly Meeting”)), and at such meeting the Committee considers and approves stock options and other equity-based awards, including relevant terms such as the effective date of the grant. In addition, the Compensation Committee may grant stock options and other equity-based awards between Regular Quarterly Meetings at special meetings or via unanimous written consent (together, “Special Meetings”).

Awards of stock options and other equity-based awards are typically made by the Compensation Committee in the following circumstances:

1.Initial and Biennial awards: Eligible employees (including our NEOs) receive equity-based awards (which may include stock options) in connection with their commencement of service with the Company or when a change in status occurs enabling such employee to become eligible to receive equity-based awards. Proposed awards are generally submitted to the Compensation Committee for approval at the first regular quarterly meeting after the commencement of service by such employee or the date the change in such employee’s status occurs. Thereafter, such employee would generally be eligible to receive a refresh equity-based award (which may include stock options) at the biennial Regular Quarterly Meeting following the date of the first award (all such awards, “Biennial Awards”);

2.Scheduled Awards: The Compensation Committee also considers various scheduled awards which generally occur on a regular recurring basis (together, “Scheduled Awards”). Examples of such Scheduled Awards include:

a.The grant of the equity component of director compensation in connection with annual director service.

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b.The grant of equity awards earned under the performance program for a NEO (which, to date, has not included stock options) (“Performance Award Grants”). Such awards generally have terms that were pre-approved by the Compensation Committee at the time the performance program for the named executive officer was adopted by the Compensation Committee earlier in such fiscal year, including specified deadline dates prior to which such Performance Awards Grants are to be made and after which the results used to determine performance (some of which may depend upon financial results that are published in the Annual Report) are calculated.

3. Special Awards: From time to time, the Compensation Committee will consider, on an as-needed basis, grants of equity based-awards (which may include stock options). Circumstances for such awards may include special recognition bonuses or for the hiring or retention of a high-value employee.

The Company’s Insider Trading Policy provides for a trading window (the “Trading Window”) which generally (i) opens following the closing of trading on the second full trading day following the public issuance of the Company’s earnings release for the most recent fiscal quarter and (ii) closes at the close of trading on the last day of the second month of a fiscal quarter (i.e., the last day of August, November, February and May).

The Compensation Committee has generally set the grant date of options awarded to NEOs for Initial and Biennial Awards to be the first full trading day occurring after the next opening of the Trading Window, with the exercise price of any options granted to be equal to the closing price of our common stock on the grant date.

During fiscal year 2026, except as provided in the chart below, we did not grant stock options (or similar awards) to any of our NEOs during the period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information:

Name			Grant date			Number of securities underlying the award			Exercise price of the award ($/Share)			Grant date fair value of the award			Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
(a)			(b)			(c)			(d)			(e)			(f)
David Weigand			5/8/2026			30,622			$35.37			$24.94(1)			(2.2)%(2)
Don Clegg			5/8/2026			12,440			$35.37			$24.94(1)			(2.2)%(2)

(1)The amount disclosed represents the grant date fair value of the stock option award calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model. Assumptions used in the calculation of this amount are included in Part II, Item 8, “Financial Statements and Supplementary Data", Note 12, “Stock-based Compensation” in the notes to the consolidated financial statements included in this Annual Report.

(2)Represents the percentage decrease in the market price of our common stock between (x) May 11, 2026 (the trading day ending on May 11, 2026, which was the day we filed a Quarterly Report on Form 10-Q for the quarter ended March 31, 2026) and (y) May 12, 2026 (the trading day immediately following May 11, 2026).

Clawback Policy

We maintain a recoupment policy applicable to our NEOs (the “Clawback Policy”) consistent with applicable law and Nasdaq Rules. The Clawback Policy provides for the prompt recovery or clawback of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Amounts received prior to the adoption of the Clawback Policy continue to be governed by the Company’s prior recoupment policy in effect prior to October 2023.

Other Benefits

Health and Welfare Benefits. Our NEOs receive the same health and welfare benefits as we offer to our other employees, including medical, dental, vision, life, accidental death and dismemberment and disability insurance coverage,

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flexible spending account participation and holiday pay. The same contribution amounts, percentages and plan design provisions are applicable to all employees. We offer these health and welfare benefits generally to help provide a competitive compensation package to employees to assist with the attraction, hiring and retention of employees.

Retirement Program. Our NEOs may participate in the same tax-qualified, employee-funded 401(k) plan that is offered to all our other employees. We do not maintain a supplemental executive retirement plan, nor do we offer any defined benefit retirement plans or other defined contribution plans to our NEOs. We offer these retirement program benefits generally to help provide a competitive compensation package to employees to assist with the attraction, hiring and retention of employees.

Perquisites. We do not provide perquisites or personal benefits to any of our NEOs.

Employment Arrangements, Severance and Change of Control Benefits. We have not entered into employment agreements with any of our NEOs. We do not have any arrangements with any of our NEOs that provide for any severance or other benefits in the event of termination or change of control of our Company. See also “Fiscal Year 2026 Potential Payments Upon Termination or Change of Control.” The 2023 CEO Performance Award contains certain provisions related to the treatment of such award in the event of a change of control of our Company.

In connection with Mr. Clegg’s retirement from his position as Senior Vice President of Worldwide Sales, effective May 15, 2026, the Company entered into the Clegg Consulting Agreement. Pursuant to the Clegg Consulting Agreement, Mr. Clegg will provide consulting services to the Company for a six-month term ending November 15, 2026, unless otherwise renewed by the Company, for a monthly consulting fee of $19,450 for up to 40 hours of services per month. The scope of Mr. Clegg’s consulting services includes working with the CEO and Company management to facilitate a smooth transition in the areas of sales, advising executives and senior management on historical matters relevant to the development of Company plans and providing internal consultation on corporate sales-related projects. The Clegg Consulting Agreement may be terminated by either party upon 30 days’ advance written notice and includes customary confidentiality, non-competition and insider trading obligations.

Tax and Accounting Considerations. In our review and establishment of named executive officer compensation programs and payments, we generally consider, but do not place substantial emphasis on, the anticipated accounting and tax treatment of our compensation programs to us and our NEOs. Among other factors that receive greater consideration are the net costs to us and our ability to effectively administer executive compensation in the short and long-term interests of stockholders.

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), generally limits a Company’s ability to deduct for tax purposes compensation in excess of $1.0 million paid in any single tax year to certain executive officers (and, since 2018, certain former executive officers). We expect to continue to design and maintain executive compensation arrangements that we believe will attract and retain the executive talent that we need to compete successfully, even if in certain cases such compensation is not deductible for federal income tax purposes.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the CD&A with our management. Based on this review and these discussions, the Compensation Committee recommended to the Board that the CD&A be included in this Annual Report.

This report has been furnished by the Compensation Committee.

Susan Mogensen (Susie Giordano), Chair

Sherman Tuan

Tally Liu

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Summary Compensation Table

The following table sets forth information concerning the reportable compensation for our NEOs for the fiscal years ended June 30, 2026, 2025, and 2024, as applicable.

SUMMARY COMPENSATION TABLE

Name and Principal Position						Year						Salary ($)****(1)						Bonus ($)****(2)						Stock Awards ($)****(3)						Option Awards ($)****(4)						Non-Equity Incentive Plan Compensation ($)****(5)																		Total ($)
Charles Liang						2026						1						—						—						—						—																		1
President, Chief Executive Officer and Chairman of the Board						2025						1						—						—						—						—																		1
			2024						1						—						—						28,094,976						—																		28,094,977
David Weigand						2026						580,976						126,853						1,418,679						763,602						294,695																		3,184,805
Senior Vice President, Chief Financial Officer						2025						557,958						180,979						1,166,317						—						55,637																		1,960,891
			2024						540,505						191,245						3,456,617						5,254,101						110,060																		9,552,528
Jin Xiao (Tom Xiao)						2026						481,631						19,747						275,040						—						109,452																		885,870
Senior Corporate Vice President of Engineering						2025						438,115						45,447						969,057						1,136,098						—																		2,588,717
			2024						424,287						57,374						405,072						—						—																		886,733
Vikranth Malyala						2026						531,571						89,355						881,195						—						391,240																		1,893,361
Senior Vice President, Chief Business Officer						2025						471,090						339,475						1,465,009						3,513,334						131,297																		5,920,205
			2024						480,344						346,851						455,692						1,159,911						—																		2,442,798
Don Clegg(6)						2026						475,336						—						447,818						310,209						139,534																		1,372,897
Former Senior Vice President, Worldwide Sales						2025						426,474						109,384						661,883						—						139,534																		1,337,275
			2024						448,722						112,817						2,295,602						2,624,889						277,510																		5,759,540

(1)Amounts disclosed under “Salary” for fiscal year 2026 include leave pay earned by the named executive officers. For Mr. Clegg, the amount disclosed under “Salary” for fiscal year 2026 reflects his base salary prorated for his period of service as an employee through his retirement on May 15, 2026, and also includes a consulting fee of $29,175 pursuant to the Independent Contractor Agreement, effective as of May 16, 2026, between the Company and Mr. Clegg.

(2)Amounts disclosed under “Bonus” for fiscal year 2026 reflect fixed amount bonuses as further described above in the CD&A.

(3)Amounts disclosed for fiscal year 2026 represent the grant date fair values of RSU awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718. The fair values of the RSU portion of Messrs. Weigand, Xiao, and Malyala’s Performance Incentive Awards for fiscal year 2026 is calculated using the 60 trading day average closing price of our common stock on the date of grant. The fair value of all other RSUs is based on the closing price of our common stock on the date of grant.

(4)Amounts disclosed for fiscal year 2026 represent the grant date fair values of stock option awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718, using the Black Scholes option pricing model. Assumptions used in the calculation of this amount are included in Part II, Item 8, “Financial Statements and Supplementary Data", Note 12, “Stock-based Compensation” in the notes to the consolidated financial statements included in this Annual Report on Form 10-K.

(5)Amounts disclosed for fiscal year 2026 represent payouts of the cash portion of Messrs. Weigand, Xiao, and Malyala’s Performance Incentive Awards for fiscal 2026, as further described above in CD&A.

(6)Mr. Clegg retired from his position as Senior Vice President, Worldwide Sales effective May 15, 2026 and is currently providing services to the Company as a consultant. Accordingly, the amounts reported for Mr. Clegg for fiscal year 2026 reflect his compensation for service as an employee through May 15, 2026 and as a consultant for the remainder of the fiscal year.

SMCI | 2026 Form 10-K | 155

Fiscal Year 2026 Grants of Plan-Based Awards

The following table provides information concerning all plan-based awards granted during fiscal year 2026 to each of our NEOs, which grants were made under the 2020 Plan.

FISCAL YEAR 2026 GRANTS OF PLAN-BASED AWARDS TABLE

												Estimated Possible Payouts Under Non-Equity Incentive Plan Awards**(1)**																		Estimated Possible Payouts Under Equity Incentive Plan Awards																		All Other Stock Awards: Number of Shares of Stock or Units (#)						All Other Option Awards: Number of Securities Underlying Options (#)						Exercise or Base Price of Option Awards ($/Sh)						Grant Date Fair Value of Stock and Option Awards ($)****(2)
Name						Grant Date						Threshold ($)									Target ($)						Maximum ($)						Threshold (#)						Target (#)						Maximum (#)
David Weigand						8/27/2026						83,747									143,362			(1)			268,804						10,387						17,781						33,340						—						—						—						—
						6/17/2026						—									—						—						—						—						—						10,000						—						—						277,800
						5/8/2026						—									—						—						—						—						—						—						30,622						35.37						763,602
						5/8/2026						—									—						—						—						—						—						13,780						—						—						487,399
						2/7/2026						—									—						—						—						—						—						13,000						—						—						446,940
						8/26/2025						—									—						—						—						—						—						4,656						—						—						206,540
Jin Xiao (Tom Xiao)						8/27/2026						49,368									88,862			(1)			133,294						1,531						2,755						4,133						—						—						—						—
						2/7/2026						—									—						—						—						—						—						8,000						—						—						275,040
Vikranth Malyala						8/27/2026						75,018									273,623			(1)			615,651						2,326						8,484						19,090						—						—						—						—
						6/17/2026						—									—						—						—						—						—						15,000						—						—						416,700
						1/27/2026						—									—						—						—						—						—						12,000						—						—						374,400
						8/26/2025						—									—						—						—						—						—						2,031						—						—						90,095
Don Clegg						5/8/2026						—									—						—						—						—						—						—						12,440						35.37						310,209
						5/8/2026						—									—						—						—						—						—						5,598						—						—						198,001
						2/7/2026						—									—						—						—						—						—						3,500						—						—						120,330
						8/26/2025						—									—						—						—						—						—						2,919						—						—						129,487

(1)The amounts in this column represent the cash portion of the Performance Incentive Award that was eligible to be earned for fiscal year 2026. As further described in CD&A, each of Messrs. Weigand, Xiao, Malyala and Clegg was eligible to earn a Performance Incentive Award for fiscal year 2026 payable for Mr. Weigand 20% in cash and 80% in RSUs, and payable for Mr. Xiao, Malyala and Clegg 50% in cash and 50% in RSUs, which vest over four years from July 1, 2026. Mr. Clegg’s award was prorated based on his period of service as an employee through his retirement on May 15, 2026. Under the terms of the Performance Incentive Award, there is no threshold or maximum cash amount to be earned. See “—Compensation Discussion and Analysis—FY2026 Performance Program for Other NEOs— Performance Incentive Award” for additional information regarding the Performance Incentive Award.

(2)Amounts disclosed in this column represent the fair value of the RSU and stock option awards as of the date of grant or award opportunity computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. See footnotes (2) and (3) to the Summary Compensation Table for more information.

Grants made in fiscal year 2026 are described more fully in the “Compensation Discussion and Analysis” section of this Annual Report.

Outstanding Equity Awards at 2026 Fiscal Year-End

The following table provides information concerning the outstanding equity-based awards as of June 30, 2026, held by our NEOs.

SMCI | 2026 Form 10-K | 156

OUTSTANDING EQUITY AWARDS AT 2026 FISCAL YEAR-END TABLE

						Option Awards																																				Stock Awards
Name						Number of Securities Underlying Unexercised Options (#) Exercisable**(1)**									Number of Securities Underlying Unexercised Options (#) Unexercisable									Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)									Option Exercise Price ($)						Option Expiration Date						Number of Shares or Units of Stock That Have Not Vested (#)									Market Value of Shares or Units of Stock That Have Not Vested ($)****(2)						Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)						Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Charles Liang						1,300,000									—									—									2.70						8/2/2027						—									—						—						—
						10,000,000									—									—									4.50						3/2/2031						—									—						—						—
						4,000,000									—									1,000,000			(3)						45.00						11/14/2033						—									—						—						—
David Weigand						10,000									—									—									3.03						8/4/2030						—									—						—						—
						25,000									—									—									5.30						5/5/2032						—									—						—						—
						59,380									—									—									5.30						5/5/2032						—									—						—						—
						131,250									—									—									25.44						8/11/2033						—									—						—						—
						31,270									31,280			(4)						—									78.27						5/3/2034						—									—						—						—
						—									30,622			(5)						—									35.37						5/8/2036						—									—						—						—
						—									—									—									—												9,380			(6)						275,115						—						—
						—									—									—									—												10,220			(7)						299,753						—						—
						—									—									—									—												2,160			(7)						63,353						—						—
						—									—									—									—												11,890			(8)						348,734						—						—
						—									—									—									—												8,973			(9)						263,178						—						—
						—									—									—									—												4,656			(10)						136,560						—						—
						—									—									—									—												6,500			(11)						190,645						—						—
						—									—									—									—												13,780			(12)						404,167						—						—
						—									—									—									—												5,000			(13)						146,650						—						—
Jin Xiao (Tom Xiao)						73,500									—									—									3.85						4/27/2031						—									—						—						—
						58,200									—									—									2.24						4/30/2029						—									—						—						—
						52,500									17,500			(14)						—									9.33						4/25/2033						—									—						—						—
						9,107									27,321			(16)						—									45.32						6/20/2035						—									—						—						—
						—									—									—									—						—						7,880			(17)						231,120						—						—
						—									—									—									—						—						12,294			(18)						360,583						—						—
						—									—									—									—						—						4,000			(11)						117,320						—						—
Vikranth Malyala						83,900									—									—									3.85						4/27/2031						—									—						—						—
						100,000									—									—									3.95						1/25/2032						—									—						—						—
						12,650									—									—									2.70						8/2/2027						—									—						—						—
						58,200									—									—									2.24						4/30/2029						—									—						—						—
						56,250									18,750			(14)						—									9.33						4/25/2033						—									—						—						—
						55,000									—									—									33.76						8/1/2033						—									—						—						—
						75,000									45,000			(15)						—									27.80						1/29/2035						—									—						—						—
						10,118									30,357			(16)						—									45.32						6/20/2035						—									—						—						—
						—									—									—									—						—						4,600			(6)						134,918						—						—
						—									—									—									—						—						8,450			(17)						247,839						—						—
						—									—									—									—						—						2,440			(7)						71,565						—						—

SMCI | 2026 Form 10-K | 157

						—									—									—									—						—						4,239			(9)						124,330						—						—
						—									—									—									—						—						13,661			(18)						400,677						—						—
						—									—									—									—						—						2,031			(10)						59,569						—						—
						—									—									—									—						—						6,000			(11)						175,980						—						—
						—									—									—									—						—						7,500			(13)						219,975						—						—
Don Clegg(19)						15,000									—									—									3.03						8/4/2030						—									—						—						—
						36,300									—									—									5.30						5/5/2032						—									—						—						—
						27,100									27,110			(4)						—									78.27						5/3/2034						—									—						—						—
						—									12,440			(5)						—									35.37						5/8/2036						—									—						—						—
						—									—									—									—						—						7,960			(6)						233,467						—						—
						—									—									—									—						—						1,600			(7)						46,928						—						—
						—									—									—									—						—						1,320			(7)						38,716						—						—
						—									—									—									—						—						10,300			(8)						302,099						—						—
						—									—									—									—						—						5,657			(9)						165,920						—						—
						—									—									—									—						—						2,919			(10)						85,614						—						—
						—									—									—									—						—						1,750			(11)						51,328						—						—
						—									—									—									—						—						5,598			(12)						164,189						—						—

SMCI | 2026 Form 10-K | 158

(1)Represents fully vested stock options that remain outstanding and unexercised of June 30, 2026.

(2)Represents the closing stock price per share of our common stock as of June 30, 2026 ($29.33) multiplied by the number of shares underlying RSUs that had not vested as of June 30, 2026.

(3)These stock options represent performance-based options granted under the 2023 CEO Performance Award, which will vest and become exercisable depending upon the degree of satisfaction of both the New Stock Price Goals and New Revenue Goals discussed above in CD&A. The New Stock Price Goals must be achieved on or prior to March 31, 2029 and the New Revenue Goals must be achieved on or prior to December 31, 2028. The options may vest in tranches of 1,000,000 shares each only when the following corresponding New Stock Price Goals, which are based on the sixty-trading-day-average of the closing stock price per share of our common stock and New Revenue Goals, which are based on the amount of revenue over four-consecutive-fiscal-quarters are achieved: (i) $45.00 stock price and $13.0 billion in revenue; (ii) $60.00 stock price and $15.0 billion in revenue; (iii) $75.00 stock price and $17.0 billion in revenue; (iv) $90.00 stock price and $19.0 billion in revenue; and (v) $110.00 stock price and $21.0 billion in revenue. On February 27, 2025, the Compensation Committee certified the achievement of the first tranche (1,000,000 shares). On April 22, 2025, the Compensation Committee certified the achievement of the second, third and fourth tranches (3,000,000 shares in the aggregate). On August 26, 2025, achievement of the $21.0 billion revenue goal for the fifth tranche was certified, but the $110.00 stock price goal had not been achieved as of June 30, 2026.

(4)These incentive and nonqualified stock options vest at the rate of 25% on May 3, 2025 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on May 3, 2028.

(5)These incentive and nonqualified stock options vest at the rate of 25% on May 8, 2027 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on May 8, 2030.

(6)The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2023, subject to continued service, such that the RSUs became fully vested on July 1, 2026.

(7)The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024, subject to continued service, such that the RSUs will be fully vested on July 1, 2027.

(8)The RSUs vest at the rate of 25% on May 10, 2025 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2028.

(9)The RSUs vest in four equal annual increments on July 1 of each year, beginning on July 1, 2025, subject to continued service, such that the RSUs will be fully vested on July 1, 2028.

(10)The RSUs represent the portion of fiscal year 2025 Performance Incentive Award granted in the form of RSUs and vest in four equal annual increments on July 1 of each year, beginning on July 1, 2026, subject to continued service, such that the RSUs will be fully vested on July 1, 2029.

(11)The RSUs vest at the rate of 50% on February 17, 2026 and 50% of the remaining shares fully vest on August 17, 2026, subject to continued service.

(12)The RSUs vest at the rate of 25% on May 10, 2027 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2030.

(13)The RSUs vest at the rate of 50% on June 17, 2026 and 50% of the remaining shares fully vest on December 17, 2026, subject to continued service.

(14)These incentive and nonqualified stock options vest at the rate of 25% on April 25, 2024 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on April 25, 2027.

(15)These incentive and nonqualified stock options vest at the rate of 12.5% on April 29, 2025 and 12.5% per quarter thereafter, subject to continued service, such that the granted options will be fully vested on January 29, 2027.

(16)These incentive and nonqualified stock options vest at the rate of 25% on April 29, 2026 and 1/16th per quarter thereafter, subject to continued service, such that the granted options will be fully vested on April 29, 2029.

(17)The RSUs vest at the rate of 25% on May 10, 2024 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2027.

(18)The RSUs vest at the rate of 25% on May 10, 2026 and 1/16th per quarter thereafter, subject to continued service, such that the RSUs will be fully vested on May 10, 2029.

(19)Mr. Clegg retired from his position as the Company’s Senior Vice President of Worldwide Sales effective May 15, 2026 and will provide services to the Company as a consultant until November 15, 2026, unless otherwise renewed by the Company. Under the terms of Mr. Clegg’s outstanding award agreements, his transition from employee to consultant constitutes continued service to the Company and his outstanding equity awards will continue to vest in accordance with their original vesting schedules during the consulting period.

Fiscal Year 2026 Option Exercises and Stock Vested

The following table sets forth the dollar amounts realized by each of our NEOs pursuant to the exercise or vesting of equity-based awards during fiscal year 2026.

FISCAL YEAR 2026 OPTION EXERCISES AND STOCK VESTED TABLE

						Option Awards												Stock Awards
Name						Number of Shares Acquired on Exercise (#)						Value Realized on Exercise ($)****(1)						Number of Shares Acquired on Vesting (#)						Value Realized on Vesting ($)****(2)
Charles Liang						—						—						—						—
David Weigand						50,000						1,870,580						59,711						2,504,471
Jin Xiao (Tom Xiao)						9,000						280,824						19,398						720,294
Vikranth Malyala						—						—						39,735						1,483,218
Don Clegg						—						—						28,285						1,242,624

(1)The value disclosed in this column is based on the difference between the price of our common stock at the time of exercise and the exercise price.

(2)The values disclosed in this column are based on the closing price of our common stock on the date of vesting, multiplied by the number of shares vested.

SMCI | 2026 Form 10-K | 159

Fiscal Year 2026 Potential Payments Upon Termination or Change of Control

Other than as set forth below or described elsewhere in this Item 11, “Executive Compensation,” we do not currently, and did not during fiscal year 2026 have, any arrangements with any of our NEOs that provide for any additional or enhanced severance or other compensation or benefits in the event of termination or change of control of our Company.

The 2020 Plan does not provide for automatic acceleration of vesting upon a termination of service or upon a change in control. Awards granted under the 2020 Plan, in the discretion of the Compensation Committee, may provide for continued or accelerated vesting in the event of the participant’s retirement, disability or termination of service or in the event of a change in control.

Other than with respect to each of the 2021 CEO Performance Award and 2023 CEO Performance Award, our stock option agreements generally provide vested options that may be exercised for three months after termination of service, one year after termination of service for disability, and one year after death. Each of the 2021 CEO Performance Award and 2023 CEO Performance Award has certain provisions related to the treatment of such award in the event of a change of control of our Company. The 2021 CEO Performance Award became fully vested prior to the beginning of fiscal year 2025, and accordingly, the change of control provisions of such award are no longer applicable.

With respect to the 2023 CEO Performance Award, as of June 30, 2026, the first four tranches representing options for 4,000,000 shares were vested. The change of control provisions of the 2023 CEO Performance Award apply only to the remaining unvested fifth tranche of 1,000,000 shares, for which the $21.0 billion revenue goal has been certified but the $110.00 stock price goal had not been achieved as of June 30, 2026. Under the terms of the 2023 CEO Performance Award, in the event of a change of control, the revenue milestones are disregarded and only the stock price milestones are required to be met for vesting, with the stock price measured based on the greater of the most recent closing price immediately prior to the effective time of such change of control or the per share price received by stockholders in the transaction; any tranche that does not vest as a result of the change of control is automatically forfeited at the effective time of such change of control. Based on the exercise price of $45.00 and closing price of our common stock of $29.33 on June 30, 2026, the vested options for 4,000,000 shares had no intrinsic value as of June 30, 2026. See “—Compensation Discussion and Analysis—Discussion and Analysis of 2023 CEO Performance Award” above for additional information regarding the terms of the 2023 CEO Performance Award.

Our RSU agreements generally do not provide for any acceleration of vesting upon a termination of service or upon a change in control. Upon termination of a grantee’s service for any reason, with or without cause, any RSUs that have not vested as of the date of such termination are automatically forfeited. In the event of a change in control, the extent outstanding RSUs are neither assumed or continued by the acquiror nor settled as of the time of the change in control, such RSUs terminate and cease to be outstanding effective as of the consummation of the change in control.

In connection with Mr. Clegg’s retirement from his position as Senior Vice President of Worldwide Sales effective May 15, 2026, the Company entered into the Clegg Consulting Agreement, pursuant to which Mr. Clegg provides consulting services to the Company through November 15, 2026, unless otherwise renewed. Under the terms of award agreements governing Mr. Clegg’s outstanding RSUs and stock options, “Service” is defined as service to the Company or its subsidiary, whether as an employee, a director or a consultant or similar individual who provides services equivalent to those typically performed by an employee (provided that such person satisfies the Form S-8 definition of “employee”), and a change in the capacity in which a grantee renders Service does not constitute a termination of Service, provided that there is no interruption or termination of such Service. Accordingly, the Company has determined that Mr. Clegg’s transition from employee to consultant under the Clegg Consulting Agreement constitutes continued Service to the Company, and Mr. Clegg’s outstanding equity awards, including his unvested RSUs and stock options, will continue to vest in accordance with their original vesting schedules during the consulting period.

Fiscal Year 2026 CEO Pay Ratio

For purpose of this fiscal year 2026, pay ratio disclosure, the annual total compensation of Mr. Liang, our Chief Executive Officer (“2026 CEO Compensation”), was $19,255, and the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries other than Mr. Liang (“2026 Median Annual Compensation”) was $162,929, resulting in a pay ratio of approximately 0.12 to 1. Mr. Liang’s total compensation for purposes of this disclosure differs from the total annual compensation reflected in the Summary Compensation Table because we included the value of our contribution to certain non-discriminatory group health and welfare benefits, which are not required to be disclosed in the Summary Compensation Table, but which we include here to give a more complete picture of our median employee’s total rewards compensation.

SMCI | 2026 Form 10-K | 160

In fiscal year 2026, we do not believe there were significant changes in our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure. Therefore, as allowed by the applicable SEC rules, we used our fiscal year 2024 median employee for purposes of the pay ratio disclosure noted above.

To calculate the pay ratio, we then determined the annual total compensation for fiscal year 2026 for both the median employee and Mr. Liang using the same methodology used to determine our NEOs’ annual total compensation as set forth in the Summary Compensation Table, except that we also included the value of our contribution to certain non-discriminatory group health and welfare benefits as described above.

Compensation Program Risk Assessment

We assessed our compensation programs and have concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. We concluded that our compensation policies and practices do not encourage excessive or inappropriate risk-taking. We believe our programs are appropriately designed to encourage our employees to make decisions that result in positive short-term and long-term results for our business and our stockholders.

DIRECTOR COMPENSATION

2026 Director Compensation

Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with attendance at Board and committee meetings. Each of Charles Liang and Sara Liu, as employees who also serve as directors, do not receive any additional compensation from us specifically for their service as directors. Yih-Shyan (Wally) Liaw, who served as an employee director during fiscal year 2026, also did not receive any additional compensation for his service as a director. Mr. Liaw resigned from the Board effective March 20, 2026.

Pursuant to the Board’s director compensation policy, non-employee directors receive an annual retainer of $60,000 for their service during the fiscal year. In addition, the chairperson of the Audit Committee receives an additional annual retainer of $30,000, the chairperson of the Compensation Committee receives an additional annual retainer of $20,000, and the chairperson of the Nominating and Corporate Governance Committee receives an additional annual retainer of $15,000. Each non-chairperson member of the Audit Committee receives an additional annual retainer of $15,000, each non-chairperson member of the Compensation Committee receives an additional annual retainer of $10,000 and each non-chairperson member of the Nominating and Corporate Governance Committee receives an additional annual retainer of $7,500. All of the foregoing retainers are payable quarterly in cash. In addition, for fiscal year 2026, non-employee directors were entitled to a fee of $2,000 per meeting for each meeting attended in excess of the regular meetings of the Board, up to 10 additional meetings beyond such regular meetings (the “Excess Meeting Fee”), subject to proper notice, the presence of a quorum, and the meeting being recorded (“Excess Meetings”). For purposes of calculating Excess Meeting Fee payouts, non-employee directors receive credit for only one Excess Meeting per day. Excess Meeting Fees earned during a fiscal year are typically paid in the following fiscal year.

In addition, non-employee directors receive an annual equity grant with a value equal to $255,000 (the “Award Value”), with the number of equity awards granted based on the sixty-trading day average stock price immediately prior to the date of grant (the “Grant Date Stock Price”). Annual equity grants for a fiscal year of service are typically made following the Company’s announcement of fourth quarter financial results for such financial year. Prior to the grant date of such award, non-employee directors may elect during an open trading window period (the “Election”) to receive such equity awards in the form of RSUs (the “RSU Election Percentage”) or stock options (the “Option Election Percentage”). Directors may choose to receive the Award Value as 100% RSUs, 50% RSUs and 50% options, or 100% options.

In the event of an RSU election, the number of RSUs to be granted is determined by multiplying the Award Value by the RSU Election Percentage and dividing by the Grant Date Stock Price (rounded down), and such RSUs vest on the last day of the fiscal year for which service was provided.

SMCI | 2026 Form 10-K | 161

In the event of an option election, the number of stock options to be granted is determined by multiplying the Award Value by the Option Election Percentage and dividing by the Black-Scholes value of the award calculated based on the closing stock price on the day of grant (rounded down). The exercise price of such stock options is the closing stock price on the day of grant, the stock options vest on the last day of the fiscal year for which service was provided, and the term of the stock options is five years from the date of grant. In either case, if a director’s service ends prior to the applicable vesting date, a pro rata number of such RSUs or stock options, as applicable, vest based upon the length of service from the first day on which service commenced in such fiscal year until the last day of service by such director in such fiscal year. In addition, in the event of early termination of service, vested stock options remain exercisable at any time prior to the expiration of one year after the date of termination of service (but in no event later than the expiration date of such stock options).

Non-employee directors who have not made any Election are deemed to have elected an RSU Election Percentage of 100%. Newly appointed non-employee directors receive their initial equity award in the form of RSUs based upon an RSU Election Percentage of 100%. Once a non-employee director has made an Election, such Election applies to all future equity grants unless such director notifies the Company during an open trading window period of a different Election.

In addition, following the appointment of a lead independent director in December 2023, the Board also adopted a compensation policy for lead independent director service. Under such policy, for their service as lead independent director, such director receives an annual retainer of $55,000 (the “Annual Retainer”) for their one-year term of office. Such director may elect to receive such amount (i) in the form of cash, payable in quarterly installments and prorated for any partial period, (ii) 100% RSUs, (iii) 50% RSUs and 50% options, or (iv) 100% options (each of (ii), (iii) and (iv), an “Equity Election”).

In the event the lead independent director makes an Equity Election, the equity award mechanics described above for non-employee director equity grants apply, except that (a) the Annual Retainer is used in lieu of the Award Value, (b) the grant date (the “LID Grant Date”) is the first date on which the Company’s trading window is open following the lead independent director’s notification of his or her desire to make an Equity Election, or as soon as reasonably practicable thereafter during an open trading window, (c) the sixty-trading day average stock price immediately prior to the LID Grant Date (the “LID Grant Date Stock Price”) is used in lieu of the Grant Date Stock Price for purposes of determining the number of RSUs, and (d) the vesting date and pro rata vesting provisions are based on the last day of the one-year term of such lead independent director and the length of service as lead independent director, respectively, rather than the last day of the fiscal year. In January 2026, Mr. Scott Angel was appointed as lead independent director for a one-year term, which will expire in January 2027.

The following table shows for fiscal year 2026 certain information with respect to the compensation of all our non-employee directors who served in such capacities during fiscal year 2026:

FISCAL YEAR 2026 DIRECTOR COMPENSATION

Name						Fees Earned or Paid in Cash ($)****(1)						Stock Awards ($)****(2)						Option Awards ($)****(3)						All Other Compensation ($)						Total ($)
Judy Lin						91,000						240,082						—						—						331,082
Robert Blair						118,500						240,082						—						—						358,582
Sherman Tuan						109,500						—						254,923						—						364,423
Tally Liu						304,000						120,019						127,461						—						551,480
Susan Mogensen (Susie Giordano)						100,000						240,082						—						—						340,082
Scott Angel						277,000						298,906						—												575,906

(1)This column consists of the cash portions of annual director fees, lead independent director fees, non-employee committee chairman fees, other committee member fees and excess meeting fees, in each case earned for fiscal year 2026.

(2)The dollar amounts in this column represent the aggregate grant date fair values of the RSU awards granted during fiscal year 2026 calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, Note 12, “Stock-based Compensation” to our consolidated financial statements included in the Annual Report. The annual equity grant of RSUs made in connection with director service to each of Ms. Lin, Mr. Blair, Ms. Mogensen, Mr. Angel, and Mr. Liu (excluding Mr. Angel’s grant in connection with his lead independent director service) had a grant date fair value of $44.60 per share and an aggregate grant date fair value equal to the amount reflected in the column except in the case of Mr. Angel, who received an additional award in connection with his lead independent director service. The grant of RSUs to Mr. Angel made in connection with his lead independent director service had a grant date fair value of $34.38 per share and an aggregate grant date fair value of $58,824. Mr. Liu elected to receive 50% of his Award Value in RSUs and 50% in stock options.

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(3)The dollar amounts in this column represent the aggregate grant date fair values of the option awards granted during fiscal year 2026 in respect of non-employee director service during fiscal year 2025, calculated in accordance with ASC Topic 718. Assumptions used in the calculation of the grant date fair value amounts are included in Part II, Item 8, Note 12, “Stock-based Compensation” to our consolidated financial statements included in the Annual Report. The grant of options made in connection with director service to each of Mr. Tuan and Mr. Liu had a grant date fair value of $28.17 per share and an aggregate grant date fair value equal to the amount reflected in the column. Mr. Tuan elected to receive 100% of his Award Value in stock options.

The table below sets forth the aggregate number of shares underlying stock and option awards held by our non-employee directors as of June 30, 2026.

Name						Stock Awards**(1)**						Option Awards
Judy Lin						—						16,550
Robert Blair						—						14,360
Sherman Tuan						—						9,048
Tally Liu						—						23,134
Susan Mogensen (Susie Giordano)						—						—
Scott Angel						1,711						—

(1)On August 8, 2025, we granted RSU awards under the 2020 Plan to Ms. Lin, Mr. Blair, Mr. Liu, Ms. Mogensen and Mr. Angel in respect of their non-employee director service during fiscal year 2025. These RSUs had a vesting commencement date of June 30, 2025 and vested in full on June 30, 2026, and accordingly no shares underlying such awards remained outstanding as of June 30, 2026. The amount in this column for Mr. Angel represents RSUs granted on February 6, 2026 in connection with his service as lead independent director, which RSUs vest on January 30, 2027.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee as of the date of this Annual Report is a current or former officer or employee of our Company or has had any relationship with our Company requiring disclosure under Item 404 of Regulation S-K.

In addition, during fiscal year 2026, none of our executive officers served as a member of the Board, or as a member of the compensation or similar committee, of any other entity that has one or more executive officers who served on our Board or Compensation Committee. Mr. Sherman Tuan, Mr. Tally Liu, and Ms. Susan Mogensen (Susie Giordano) served on the Compensation Committee during all of fiscal year 2026.

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