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

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

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of July 31, 2026, by:

  • Each of the NEOs during fiscal year 2026;

  • Each of our directors and nominees;

  • All directors and executive officers as a group; and

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

Name and Address of Beneficial Owner**(1)**Amount and Nature of Beneficial Ownership**(2)**Percent of Common Stock Outstanding**(3)**
NEOs and Directors:
Charles Liang & Sara Liu(4)81,772,12112.2%
David Weigand(5)399,602*
Don Clegg(6)135,360*
Vikranth Malyala(7)525,911*
Jin (Tom) Xiao(8)397,103*
Sherman Tuan(9)216,204*
Tally Liu(10)311,872*
Scott Angel7,055*
Judy Lin(11)76,873*
Robert Blair(12)21,323*
Susan Mogensen (Susie Giordano)8,663*
All directors and executive officers as a group(13)83,890,96512.5%
5% Holders Not Listed Above:
Jane Street Group(14)56,635,7908.6%
BlackRock, Inc. (15)41,338,3506.3%
Capital Ventures International(16)40,330,9866.1%
Vanguard Capital Management(17)37,930,6555.8%
Vanguard Portfolio Management(18)32,934,3295.0%
Total executive officers, directors & 5% or more stockholders44.3%

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

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

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

(3)Calculated on the basis of 656,965,384 shares of common stock outstanding as of July 31, 2026, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after July 31, 2026 are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.

(4)Includes the aggregate number of shares held by both Charles Liang and Sara Liu, including 40,426,120 shares held by Charles, 634,384 shares held by Sara, and 25,332,520 shares held jointly. Charles' and Sara's shares include 15,300,000 and 72,313, respectively, options exercisable and Sara's 6,784 RSU shares issuable upon vesting within 60 days after July 31, 2026.

(5)Includes 260,810 options exercisable and 7,980 RSU shares issuable upon vesting within 60 days after July 31, 2026.

(6)Includes 81,790 options exercisable and 3,030 RSU share issuable upon vesting within 60 days after July 31, 2026.

(7)Includes 473,327 options exercisable and 9,248 RSU share issuable upon vesting within 60 days after July 31, 2026.

(8)Includes 199,953 options exercisable and 6,994 RSU shares issuable upon vesting within 60 days after July 31, 2026.

(9)Includes 9,048 options exercisable within 60 days after July 31, 2026.

(10)Includes 23,134 options exercisable within 60 days after July 31, 2026.

(11)Includes 16,550 options exercisable within 60 days after July 31, 2026.

(12)Includes 14,360 options exercisable within 60 days after July 31, 2026.

(13)Includes 16,499,391 shares issuable upon the exercise of options exercisable within 60 days after July 31, 2026.

SMCI | 2026 Form 10-K | 164

(14)The information is based solely on Amendment No. 1 to Schedule 13G filed on June 18, 2026 by Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Global Trading, LLC, and Jane Street Singapore Pte. Ltd. Jane Street Group, LLC may be deemed to be the beneficial owner of 56,635,790 shares of common stock, which includes 18,182,400 shares acquirable upon conversion of Depositary Shares, each representing a 1/20th interest in a share of our 7.00% Series A Mandatory Convertible Preferred Stock (the "Mandatory Convertible Preferred Stock"), held by Jane Street Global Trading, LLC. Jane Street Group, LLC has shared voting and dispositive power over the 56,635,790 shares. Jane Street Capital, LLC has sole voting and dispositive power over 15,728,196 shares. Jane Street Global Trading, LLC has shared voting and dispositive power over 40,895,776 shares. Jane Street Singapore Pte. Ltd. has shared voting and dispositive power over 11,818 shares. The address of Jane Street Group, LLC, Jane Street Capital, LLC, Jane Street Global Trading, LLC is 250 Vesey Street 3rd Floor, New York, NY 10281. The address of Jane Street Singapore Pte. Limited is 2 Central Boulevard, #43-01, IOI Central Boulevard Towers (West Tower), 018916, Singapore.

(15)The information is based solely on the Amendment No. 4 to Schedule 13G filed on October 25, 2024. BlackRock, Inc. has sole voting power over 38,386,020 shares of common stock and sole dispositive power over 41,338,350 shares of common stock. The address of the reporting person is 50 Hudson Yards, New York, New York 10001.

(16)The information is based solely on the Schedule 13G filed on June 18, 2026 by Capital Ventures International, Susquehanna Advisors Group, Inc., G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group, and Susquehanna Securities, LLC, which are affiliated entities. G1 Execution Services, LLC, SIG Brokerage, LP, Susquehanna Investment Group, and Susquehanna Securities, LLC are registered broker-dealers. Capital Ventures International may be deemed to be the beneficial owner of 40,330,986 shares of common stock issuable upon conversion of our Mandatory Convertible Preferred Stock represented by Depositary Shares, each representing a 1/20th interest in a share of Preferred Stock. Capital Ventures International has sole voting power over 8,502,090 shares, shared voting power over 40,330,986 shares, sole dispositive power over 8,502,090 shares, and shared dispositive power over 40,330,986 shares. Susquehanna Advisors Group, Inc. has shared voting power over 40,330,986 shares, and shared dispositive power over 40,330,986 shares. G1 Execution Services, LLC has sole voting power over 93,616 shares, shared voting power over 40,330,986 shares, sole dispositive power over 93,616 shares, and shared dispositive power over 40,330,986 shares. SIG Brokerage, LP has sole voting power over 47,195 shares, shared voting power over 40,330,986 shares, sole dispositive power over 47,195 shares, and shared dispositive power over 40,330,986 shares. Susquehanna Fundamental Investment, LLC has sole voting power over 364,780 shares, shared voting power over 40,330,986 shares, sole dispositive power over 364,780 shares and shared dispositive power over 40,330,986 shares. Susquehanna Investment Group has sole voting power over 2,480,500 shares, shared voting power over 40,330,986 shares, sole dispositive power over 2,480,500 shares and shared dispositive power over 40,330,986 shares. Susquehanna Securities, LLC has sole voting power over 28,842,805 shares, shared voting power over 40,330,986 shares, sole dispositive power over 28,842,805 shares, and shared dispositive power over 40,330,986 shares. The address of Capital Ventures International is P.O. Box 897, Windward 1, Regatta Office Park, West Bay Road, Grand Cayman, KY1-1103, Cayman Islands. The address of G1 Execution Services, LLC is 175 W. Jackson Blvd., Suite 1700, Chicago, IL 60604. The address of each of SIG Brokerage, LP, Susquehanna Advisors Group, Inc., Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities, LLC is 401 E. City Avenue, Suite 220, Bala Cynwyd, PA 19004.

(17)The information is based solely on the Schedule 13G filed on April 30, 2026. Vanguard Capital Management has sole voting power over 5,035,660 shares of common stock and sole dispositive power over 37,930,655 shares of common stock. The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(18)The information is based solely on the Schedule 13G filed on July 31, 2026. Vanguard Portfolio Management has sole voting power over 69,684 shares of common stock and sole dispositive power over 32,934,329 shares of common stock. The address of the reporting person is 100 Vanguard Blvd., Malvern, Pennsylvania.

Equity Compensation Plan Information

We currently maintain two compensation plans that provide for the issuance of our common stock to officers and other employees, directors and consultants. These plans consist of the 2016 Equity Incentive Plan and the 2020 Plan. All of these plans have been approved by our stockholders. We no longer grant any equity-based awards under the 2016 Equity Incentive Plan. The following table sets forth information regarding outstanding options and RSUs and shares reserved and remaining available for future issuance under the foregoing plans as of June 30, 2026:

Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)Weighted average exercise price of outstanding options, warrants and rights (b)(2)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)
Equity compensation plans approved by security holders52,914,391$25.6720,308,409
Equity compensation plans not approved by security holders——
Total73,222,80020,308,409

(1)This number includes 34,704,277 shares subject to outstanding options and 18,210,114 shares subject to outstanding RSU awards.

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

SMCI | 2026 Form 10-K | 165

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