Item 5. 03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 27, 2026, the Board adopted Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately. The Amended and Restated Bylaws amendments, among other things, include:

• clarified the procedures applicable to stockholder-requested special meetings, including the Board’s authority to cancel, postpone or reschedule meetings, and the conduct, adjournment and administration of stockholder meetings;

• clarified, expanded and enhanced the procedures and information requirements applicable to stockholder nominations of directors and proposals of other business, including adding requirements relating to Rule 14a-19 under the Securities Exchange Act of 1934;

• provided that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white

• updated provisions relating to the composition and operation of the Board and its committees, including director vacancies, resignations, meetings, written consents and committees and subcommittees;

• revised provisions relating to the appointment, removal, authority and duties of officers;

• added exclusive forum provisions for certain corporate and Securities Act claims;

• clarified the right to indemnification for directors and officers, including the definition of covered officers for indemnification purposes; and

• made certain other conforming, administrative, technical and clarifying changes (collectively, the “Bylaws Amendments”).

The above description of the Bylaws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.3 and incorporated by reference herein.

Rule 10b5-1 Trading Plans

During the three months ended June 30, 2026, the following executive officers and directors (as defined in Rule 16a-1(f) under the Exchange Act) of ours adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

(2) “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(3) This number represents the maximum number of shares of common stock that may be sold pursuant to the trading plan. The number of shares actually sold will depend on the satisfaction of certain conditions as set forth in the plan.

(4) In each case, the trading plan may expire on an earlier date if and when all transactions thereunder are completed.

2027 Annual Meeting of Stockholders

The Company has established February 4, 2027 as the date of the Company’s annual meeting of stockholders following fiscal year 2026 (the “2027 Annual Meeting”). The exact time and location of the 2027 Annual Meeting will be specified in the Company’s proxy statement for the 2027 Annual Meeting, and it is expected to be a virtual meeting. Because the date of the 2027 Annual Meeting differs by more than thirty (30) days from the anniversary date of the Company’s annual meeting of stockholders for fiscal year 2025 (the “2026 Annual Meeting”), the Company is setting new deadlines for receipt of stockholder proposals and director nominations for consideration at the 2027 Annual Meeting.

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In order for a stockholder proposal to be considered for inclusion in the Company’s proxy statement for the 2027 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, the written proposal must be received at our principal executive offices at 980 Rock Avenue, San Jose, California 95131, Attention: Corporate Secretary, no later than September 30, 2026, which the Company considers a reasonable time before it expects to begin to print and send its proxy materials for the 2027 Annual Meeting, and must otherwise comply with Rule 14a-8 under the Exchange Act.

Because the date of the 2027 Annual Meeting will be more than 30 days earlier than the date contemplated at the time of the Company’s proxy statement for the annual meeting of stockholders for fiscal year 2025, our bylaws provide that notice of director nominations and stockholder proposals (other than proposals submitted pursuant to Rule 14a-8) must be received by the Corporate Secretary of the Company at our principal executive offices in San Jose, California no later than the close of business on the 10th day following the day on which the date of the 2027 Annual Meeting is first publicly announced. Such nominations and proposals must contain the specific information required by our bylaws. You may request a copy of our bylaws by contacting our Corporate Secretary, Super Micro Computer, Inc., telephone (408) 503-8000. Stockholder proposals that are received by us after the applicable deadline, will not be eligible to be presented at the 2027 Annual Meeting.

In addition to satisfying the requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2027 Annual Meeting must comply with the requirements of Rule 14a-19 of the Exchange Act.