SMCI 8-K Current Reports

Super Micro Computer 8-K Report, Financial Results (Nov 3, 2026)

Super Micro Computer 8-K Report, Financial Results (Oct 20, 2026)

On October 20, 2026, Super Micro Computer, Inc. (NASDAQ: SMCI) issued a preliminary business update for the first quarter of fiscal year 2027, the quarter ended September 30, 2026, and scheduled its earnings call for November 3, 2026 at 5:00 p.m. ET. The Company estimates first-quarter revenues in the range of $18.5 billion to $19.5 billion, compared with guidance of $14.5 billion to $15.5 billion, which it attributes primarily to increased demand for AI platforms. The Company also estimates gross margins of 12.0% to 12.5%, compared with guidance of 10.4% to 10.8%, which it attributes primarily to customer and product mix. Both figures are unaudited, based on preliminary results and management's estimates, and remain subject to the Company's financial closing procedures. The Company warns that actual results may differ materially and that its independent registered public accounting firm has not audited or reviewed the preliminary figures. The update is furnished under Item 2.02 and is not deemed filed for Exchange Act purposes. Investors should treat these ranges as preliminary and watch the November 3 earnings call for finalized results.

Super Micro Computer 8-K Report, Executive Changes (Oct 15, 2026)

Super Micro Computer, Inc. filed this Current Report on Form 8-K dated October 15, 2026 to disclose a change in its Chief Financial Officer. On October 14, 2026, the Board of Directors appointed Mark Long as Chief Financial Officer, effective immediately, and David Weigand ceased serving in that role at the same time. Mr. Long, age 59, is a principal of Prime Impact Capital, LLC and previously served as Chief Financial Officer of Western Digital Corporation from 2016 to 2019, as well as Co-Chief Executive Officer and Chief Financial Officer of Prime Impact Acquisition I from 2020 to 2023. The filing states there are no arrangements or understandings tied to his selection, no family relationships with any director or executive officer, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing describes Mr. Long's compensation under an employment offer letter. It provides for an annual base salary of $725,000 and a $500,000 sign-on bonus, which is subject to prorated repayment if he leaves before completing two years of employment. He is also to receive a guaranteed annual cash bonus of $500,000, plus an annual performance-based cash bonus ranging from $225,000 to $725,000 with terms still to be determined. He is eligible for an annual special bonus in restricted stock units. He is expected, subject to Compensation Committee approval, to receive an initial award of 120,000 restricted stock units and an option to purchase 150,000 shares of common stock, each vesting over four years. His employment is at will. For investors, the key takeaway is a leadership change in the finance function, with the filing identifying the incoming CFO's background and disclosing his compensation package. The filing does not state the reason for Mr. Weigand's departure. Exhibit 104 is the cover page interactive data file embedded in the inline XBRL document.

Super Micro Computer 8-K Report, Executive Changes (Oct 8, 2026)

Super Micro Computer, Inc. filed a Current Report on Form 8-K dated October 8, 2026 reporting two board changes under Item 5.02. The Board appointed Shesha Krishnapura as an independent director, effective October 9, 2026. Mr. Krishnapura most recently served as Chief Technology Officer of Intel IT at Intel Corporation and as an Intel Fellow, over a 35-year career, with experience in high-performance computing, artificial intelligence infrastructure and data center operations. He will receive the Company's standard non-employee director compensation, as described in the fiscal 2026 Form 10-K. The filing also discloses that Judy Lin notified the Company on October 7, 2026 of her decision to retire from the Board, with her service concluding on October 9, 2026. Ms. Lin had served on the Board since April 2022 and currently chairs the Nominating and Corporate Governance Committee. The filing states that her retirement was not the result of any disagreement with the Company on its operations, policies or practices. The only exhibit listed is Exhibit 104, the Cover Page Interactive Data File. The filing contains no financial results or operating metrics.

Super Micro Computer 8-K Report, Financial Results (Aug 11, 2026)

Super Micro Computer, Inc. filed a Form 8-K on August 11, 2026 furnishing a press release (Exhibit 99.1) announcing unaudited financial results for the fourth quarter and full fiscal year ended June 30, 2026. Fourth-quarter net sales were $11.12 billion, up from $10.2 billion in Q3'26 and $5.76 billion in Q4'25. Gross margin was 17.5% (GAAP) and net income was $1.18 billion, or $1.62 per diluted share, compared with $0.31 per diluted share in Q4'25. Non-GAAP diluted EPS was $1.70. For the full fiscal year, net sales were $39.06 billion versus $21.97 billion, and net income was $2.23 billion, or $3.26 per diluted share. Cash flow from operations was negative $6.81 billion for the year, driven by a $8.88 billion inventory increase and a $3.92 billion increase in accounts receivable. The balance sheet shows cash and equivalents of $7.52 billion against bank debt and convertible notes of $8.7 billion as of June 30, 2026. Inventories rose to $12.90 billion from $4.68 billion, and total current liabilities rose to $7.16 billion, including $2.04 billion of current lines of credit and term loans. The company also issued mandatory convertible preferred stock and common stock during the year. Management guided to first-quarter fiscal 2027 net sales of $14.5 billion to $15.5 billion and fiscal 2027 net sales of $65.0 billion to $72.0 billion. The press release states that the Board is conducting an independent review of certain transactions in connection with export-control issues, and that the outcome could affect forecasts and these preliminary results as well as prior period results. The figures are preliminary, unaudited, and not yet reviewed by the auditor.

Super Micro Computer 8-K Report, Corporate Update (Aug 5, 2026)

Super Micro Computer, Inc. (SMCI) filed a Current Report on Form 8-K disclosing under Item 8.01 (Other Events) that its Board of Directors has declared an initial cash dividend on its 7.00% Series A Mandatory Convertible Preferred Stock. The dividend is $14.7778 per share of Mandatory Convertible Preferred Stock, equivalent to $0.73889 per depositary share. Each depositary share represents a 1/20th fractional interest in a share of the Mandatory Convertible Preferred Stock and trades on the Nasdaq Global Select Market under the symbol "SMCIP." The dividend is payable on September 1, 2026 to holders of record of the depositary shares as of the close of business on August 15, 2026. The filing is brief and contains no financial results, operational updates, or guidance. Its primary significance for investors is the confirmed dividend amount, payment date, and record date for holders of the preferred depositary shares.

Super Micro Computer 8-K Report, Financial Results (Jul 21, 2026)

Super Micro Computer, Inc. (NASDAQ: SMCI) furnished a Form 8-K on July 21, 2026, attaching a press release that provides a preliminary business update for the fourth quarter of fiscal year 2026, which ended June 30, 2026. The company estimates fourth-quarter revenue will be near the low end of its guidance of $11.0 billion to $12.5 billion. It estimates GAAP and non-GAAP gross margins of 15% to 17%, which the filing describes as significantly higher than its guidance of 8.2% to 8.4%, primarily due to a favorable customer and product mix. The company reports that its backlog rose to record levels at the end of fiscal 2026, with total new orders in excess of $60 billion received during the fourth quarter. The filing states these orders are expected to be delivered over future quarters. The press release cautions that some of these orders may not constitute firm commitments and may be subject to cancellation or delay. The figures are unaudited, based on preliminary results and management estimates, and remain subject to financial closing procedures. The filing states the company's independent registered public accounting firm has not audited or reviewed them. The company will hold an earnings call on August 11, 2026, at 5:00 p.m. ET to review fourth-quarter and full-year fiscal 2026 results. The filing also notes that the Board is conducting an independent review of certain transactions related to alleged export-control issues, the outcome of which could affect forecasts and prior-period results.

Super Micro Computer 8-K Report, Material Agreement (Jun 15, 2026)

Super Micro Computer, Inc. entered into an underwriting agreement dated June 10, 2026 with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters, to issue and sell 75,000,000 depositary shares. Each depositary share represents a 1/20th interest in a share of the Company's 7.00% Series A Mandatory Convertible Preferred Stock, with a $1,000 liquidation preference per share. The underwriters also received a 30-day option to purchase up to an additional 11,250,000 depositary shares, solely to cover over-allotments. The offering closed on June 15, 2026, and was made under a shelf registration statement on Form S-3 (File No. 333-296641) filed June 9, 2026. The Company filed a certificate of designations with the Delaware Secretary of State, effective June 15, 2026, establishing the preferences and rights of the Mandatory Convertible Preferred Stock. The preferred stock accrues dividends at an annual rate of 7.00% of the liquidation preference, payable in cash or, subject to limitations, in common stock or a combination of both. Dividends are payable quarterly on March 1, June 1, September 1 and December 1, from September 1, 2026 through June 1, 2029, when declared by the Board. While preferred shares are outstanding, no common stock dividends may be declared or paid, and no junior or parity stock may be repurchased, unless all accumulated preferred dividends have been paid or set aside. Each preferred share automatically converts on the second business day after the final averaging period into between 30.3040 and 36.3640 shares of common stock, based on the 20-trading-day VWAP beginning on the 21st scheduled trading day before June 1, 2029. Holders may also convert early at the minimum conversion rate of 30.3040, subject to adjustments. In liquidation, holders receive the $1,000 liquidation preference plus accrued unpaid dividends, ranking ahead of common stock.

Super Micro Computer 8-K Report, Material Agreement (Jun 12, 2026)

Super Micro Computer, Inc. (NASDAQ: SMCI) filed an 8-K reporting a series of concurrent equity and equity-linked financings intended to fund component purchases for AI server orders. On June 10, 2026, the company agreed to sell 45,454,545 shares of common stock in an underwritten offering priced at $27.50 per share, with a 30-day option for the underwriters to buy an additional 6,818,181 shares. Per the June 11, 2026 pricing release, 75,000,000 depositary shares, each representing a 1/20th interest in a 7.0% series A mandatory convertible preferred stock at $50 per share, were priced concurrently, with a 30-day option for an additional 11,250,000 depositary shares. The common stock offering was expected to close June 12, 2026, and the depositary share offering June 15, 2026. Net proceeds were expected to be approximately $1.22 billion for the common stock offering and $3.68 billion for the depositary shares, assuming no exercise of the underwriters' options. The company also entered into a distribution agreement for an at-the-market (ATM) program allowing sales of common stock with aggregate gross proceeds of up to $1.25 billion, with commissions of up to 1.0% of gross proceeds. Sales under the ATM are not expected to begin until the third quarter of 2026. The company stated that the total potential equity raise, including the overallotment options and the ATM program, is $7.0 billion. Management said the proceeds, together with ATM proceeds, are intended to fund component purchases to satisfy approximately $39 billion of AI server orders from more than 20 customers that the company plans to fulfill in future quarters, with any remaining proceeds possibly used for general corporate purposes, including debt repayment, working capital and capital expenditures. Separately, on June 10, 2026, the company entered into Amendment No. 2 to its Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent. The amendment provides additional capacity to make distributions on certain series of mandatory convertible preferred stock, subject to maintaining a pro forma Fixed Charge Coverage Ratio of at least 2.00:1.00. The filing notes that the $39 billion in orders is subject to cancellation, delays and fulfillment conditions, as stated in the forward-looking statements.

Super Micro Computer 8-K Report, Corporate Update (Jun 9, 2026)

Super Micro Computer, Inc. filed this Current Report on Form 8-K on June 9, 2026 under Item 8.01 (Other Events) to supplement and update the risk factor disclosures in its prior SEC filings, including its Form 10-K for the fiscal year ended June 30, 2025 and its Forms 10-Q for the quarters ended September 30, 2025, December 31, 2025 and March 31, 2026. The updated risk factors are attached as Exhibit 99.1 and incorporated by reference. No new financial results are reported in the filing. The updated risk factors focus on several areas of heightened concern. They cover related-party dealings with Ablecom and Compuware, companies controlled by the family of CEO Charles Liang, which accounted for 3.3% of cost of sales in fiscal 2025. They also describe a $12.9 million personal loan the CEO took in 2018, which had an outstanding balance of approximately $16.8 million as of June 30, 2025. The filing discusses reputational harm and significant trading price volatility tied to a short-seller report from August 2024 and a March 19, 2026 indictment of three individuals, including former SVP Yih-Shyan (Wally) Liaw. The Company states it is not named as a defendant or alleged co-conspirator and is cooperating with the government. The filing also details multiple legal and regulatory matters: SEC subpoenas, a grand jury subpoena from the U.S. Attorney's Office for the Southern District of New York, other subpoenas, and several BIS Office of Export Enforcement inquiries. The Company states it has not been informed it is a target of these investigations. An internal review led by independent Board members is ongoing and not yet concluded. Together, these items present substantial legal, regulatory and reputational risk to investors.

Super Micro Computer 8-K Report, Executive Changes (May 18, 2026)

Super Micro Computer, Inc. filed this Form 8-K to report a leadership transition in its sales organization. Mr. Don Clegg, Senior Vice President of Worldwide Sales, informed the Company on May 12, 2026 that he would retire effective May 15, 2026. The filing states that his resignation is not the result of any disagreement with the Company on matters related to its operations, policies or procedures. To support a smooth transition, the Company entered into an Independent Contractor Agreement with Mr. Clegg, effective May 16, 2026. Under the agreement, he will serve as a consultant for a 6-month term at $19,450 per month. The full terms are set out in Exhibit 10.1, which is incorporated by reference into the filing. For investors, the filing is narrow in scope. It discloses a senior sales executive's retirement and a modest consulting arrangement for continuity, with no other financial results or operational developments reported in this filing.

Super Micro Computer 8-K Report, Financial Results (May 5, 2026)

Super Micro Computer, Inc. (NASDAQ: SMCI) reported unaudited results for the third quarter of fiscal 2026, ended March 31, 2026, in a press release furnished as Exhibit 99.1 to this Item 2.02 report. Net sales were $10.2 billion, compared with $12.7 billion in Q2'26 and $4.6 billion in Q3'25. GAAP gross margin was 9.9%, up from 6.3% in Q2'26 and 9.6% in Q3'25. Net income was $483 million, and diluted EPS was $0.72, compared with $0.60 in Q2'26 and $0.17 in Q3'25. Non-GAAP diluted EPS was $0.84, compared with $0.31 in Q3'25. Adjusted EBITDA was $814 million, or 7.9% of net sales. Cash flow used in operations was $6.6 billion for Q3'26, and capital expenditures and investments were $97 million. At March 31, 2026, cash and cash equivalents were $1.3 billion and total bank debt and convertible notes were $8.8 billion. Compared with June 30, 2025, accounts receivable rose to $8.4 billion from $2.2 billion, and inventories rose to $11.1 billion from $4.7 billion. Lines of credit and current portion of term loans increased to $2.1 billion from $75 million. For Q4 FY2026, the company guided to net sales of $11.0 billion to $12.5 billion, GAAP diluted EPS of $0.53 to $0.67, and non-GAAP diluted EPS of $0.65 to $0.79. For full fiscal 2026, it expects net sales of $38.9 billion to $40.4 billion. The filing states that the Board is conducting an independent review of certain transactions in connection with export-control issues, and that the outcome could affect forecasts, these preliminary results, and prior period results.

Super Micro Computer 8-K Report, Executive Changes (Apr 20, 2026)

Super Micro Computer, Inc. reported in this Form 8-K, filed April 20, 2026, that its stockholders approved a further amendment and restatement of the Super Micro Computer, Inc. 2020 Equity and Incentive Compensation Plan at the Annual Meeting of Stockholders held April 15, 2026. The amended plan authorizes a total of 118,000,000 shares of common stock for awards, comprising 103,000,000 shares originally approved before 2026 and 15,000,000 newly provided shares approved at the meeting. The amendment also increases the incentive stock option share limit by 15,000,000 shares, clarifies the Compensation Committee's authority over tax withholding methods, and provides that no grants will be made on or after April 15, 2036. At the meeting, stockholders elected three Class I directors, Charles Liang, Tally Liu and Sherman Tuan, to terms ending at the annual meeting following fiscal year 2028. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 259,720,162 votes for and 19,769,911 against. They ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2026, with 426,001,144 votes for and 4,552,685 against. The filing is largely governance-related. The most material item for investors is the 15,000,000-share increase in the equity plan's capacity, which bears on potential future dilution. The full plan is filed as Exhibit 10.1.

Super Micro Computer 8-K Report, Executive Changes (Mar 20, 2026)

Super Micro Computer, Inc. (NASDAQ: SMCI) filed this Current Report on Form 8-K under Item 5.02 and Item 9.01 to disclose developments following the unsealing of an indictment by the U.S. Attorney's Office for the Southern District of New York. The indictment charges three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations: Yih-Shyan "Wally" Liaw, Senior Vice President of Business Development and a member of the Board of Directors; Ruei-Tsang "Steven" Chang, a sales manager in Taiwan; and Ting-Wei "Willy" Sun, a contractor. The Company states that it is not named as a defendant in the indictment and has been cooperating fully with the government's investigation. The Company has placed the two employees on administrative leave and terminated its relationship with the contractor, effective immediately. The Company describes the alleged conduct as a contravention of its policies and compliance controls, and states that it maintains a robust compliance program and is committed to full adherence to applicable U.S. export and re-export control laws. Mr. Liaw resigned from the Board of Directors effective March 20, 2026, and the filing states the resignation was not the result of a disagreement with the Company. Following his departure, the Board comprises eight directors with no changes to committee structure. The Company also appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately. Ms. Luna joined the Company in 2024 as Vice President of Global Trade & Sanctions Compliance.

Super Micro Computer 8-K Report, Financial Results (Feb 3, 2026)

Super Micro Computer, Inc. reported unaudited results for its second quarter of fiscal year 2026, ended December 31, 2025. Net sales were $12.7 billion, compared with $5.0 billion in the first quarter of fiscal 2026 and $5.7 billion in the second quarter of fiscal 2025. GAAP gross margin was 6.3%, down from 9.3% in the prior quarter and 11.8% a year earlier. Net income was $401 million, or $0.60 per diluted share, versus $168 million in the first quarter and $321 million a year earlier. Non-GAAP diluted EPS was $0.69, compared with $0.59 in the second quarter of fiscal 2025. Cash used in operations for the quarter was $24 million, and capital expenditures and investments were $46 million. The balance sheet grew sharply over the six months from June 30, 2025. Accounts receivable rose to $11.0 billion from $2.2 billion, inventories to $10.6 billion from $4.7 billion, and accounts payable to $13.8 billion from $1.3 billion. For the six months ended December 31, 2025, the company used $941.4 million of cash in operating activities, compared with $169.1 million provided in the prior-year period. Cash and cash equivalents were $4.1 billion and total bank debt and convertible notes were $4.9 billion as of December 31, 2025. Looking ahead, the company expects third-quarter fiscal 2026 net sales of at least $12.3 billion, GAAP diluted EPS of at least $0.52, and non-GAAP diluted EPS of at least $0.60. It expects fiscal 2026 net sales of at least $40.0 billion. The filing attributes the company's growth to large AI and enterprise deployments and cites risks including customer concentration, lower margins on larger customer sales, and tariffs.

Super Micro Computer 8-K Report, Material Agreement (Jan 29, 2026)

Super Micro Computer, Inc. filed a Form 8-K reporting that on January 26, 2026 it entered into Amendment No. 1 to its Credit Agreement dated December 29, 2025, with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. The amendment corrects references to the company's fiscal year-end from December 31 to June 30, including in the company's representations under the Credit Agreement. The amendment also lowers the initial Applicable Margin for loans made after the Closing Date, through the third Business Day after delivery of a Compliance Certificate for the first full fiscal quarter ending after the Closing Date. The margin moves from Pricing Level III (1.75% per annum for Term Benchmark Loans and 0.75% per annum for Base Rate Loans) to Pricing Level I (1.25% and 0.25%, respectively). Apart from these changes, the Credit Agreement remains in full force and effect. The filing is largely administrative, but the lower initial margin reduces borrowing costs under the facility for the period specified. The full amendment is filed as Exhibit 10.1.

Super Micro Computer 8-K Report, Material Agreement (Jan 26, 2026)

Super Micro Computer, Inc. disclosed in this Form 8-K filed January 26, 2026 that its wholly-owned subsidiary, Super Micro Computer, Inc. Taiwan (the Borrower), entered into a facilities agreement dated January 21, 2026 with CTBC Bank Co., Ltd. as administrative agent and other lenders. The Credit Agreement provides two revolving credit facilities totaling an initial $710 million ($350 million Facility A1 and $360 million Facility A2), with an option to increase total commitments to no more than $2.0 billion. Proceeds may fund procurement of components and raw materials, and the company states they are intended for general corporate purposes, including working capital for growth and business expansion. The facilities are guaranteed by the parent company under a New York-law guaranty and secured by a second-ranking lien on the Borrower's Bade District facility in Taoyuan City, a security interest in receivables, and a security interest in term deposits with a maximum pledged amount of $2.4 billion. Pricing is tied to TAIFX3, Term SOFR, or TAIBOR plus margins of 1.0% to 1.2%, with NTD loans subject to a 1.7% floor. The agreement includes restrictive covenants and events of default, including a cross-default provision, an event of default for an audit qualification, and an event of default if the company's stock is delisted from Nasdaq or suspended for more than 10 consecutive trading days. The facilities mature on the first anniversary of initial utilization, extendable twice by one year each. The filing also sets the 2026 Annual Meeting of Stockholders for April 15, 2026, to be held virtually, with a record date of February 17, 2026. Because the meeting date moved more than 30 days from the prior year's meeting, the company set a February 5, 2026 deadline for stockholder proposals under Rule 14a-8 and for advance-notice proposals and director nominations under the bylaws.

Super Micro Computer 8-K/A Report, Executive Changes (Jan 2, 2026)

This Form 8-K/A amends the Current Report on Form 8-K that Super Micro Computer, Inc. filed on December 29, 2025. It addresses Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) in connection with the departure of Mr. George Kao. As part of that departure, the Company entered into an Independent Contractor Agreement with Mr. Kao under which he will serve as a consultant to the Company for a 3-month term at $10,000 per month. The filing states that the description of the Independent Contractor Agreement is qualified in its entirety by the agreement itself, which is attached as Exhibit 10.1 and incorporated by reference. The filing also includes the cover page of the report in Inline XBRL format as Exhibit 104. For investors, the disclosure is limited in scope: it sets out the post-departure consulting arrangement for a former officer, with total monthly consulting compensation stated as $10,000 for a 3-month term. The filing does not describe the reasons for the departure or any other financial results.

Super Micro Computer 8-K Report, Material Agreement (Jan 2, 2026)

Super Micro Computer, Inc. entered into a Credit Agreement dated December 29, 2025, with JPMorgan Chase Bank, N.A. acting as administrative agent and collateral agent, and various financial institutions as lenders. The agreement provides a revolving credit facility with an initial aggregate principal amount of up to $2.0 billion, including a $200 million letter-of-credit sub-limit and a $150 million same-day borrowing sub-limit, with an option to increase commitments by up to $1.0 billion subject to certain conditions. Proceeds may be used for working capital and general corporate purposes. The facility matures on December 29, 2030, unless extended. The facility is secured and guaranteed during a Non-IG Period by the Company, qualifying domestic subsidiaries, and any subsidiary guaranteeing Company indebtedness over $350 million. These guaranties and liens fall away upon an investment-grade trigger date on or after September 30, 2026, based on corporate family ratings from at least two of Moody's, S&P and Fitch, and would be reinstated if ratings fall below those levels. Pricing is tied to a leverage-based grid during a Non-IG Period, with margins of 1.25% to 2.00% per annum for term rate loans, and to a corporate family rating grid during an IG Period, with margins of 1.125% to 1.375%. The agreement contains customary restrictive covenants, including a maximum leverage ratio of 4.00 to 1.00 for the first four full fiscal quarters after December 29, 2025, stepping down to 3.50 to 1.00 and then 3.00 to 1.00 thereafter. Customary events of default apply, including a change of control, which would allow lenders to terminate commitments and accelerate amounts outstanding. The full agreement is filed as Exhibit 10.1, with certain exhibits to the agreement omitted under Regulation S-K Item 601(a)(5).

Super Micro Computer 8-K Report, Executive Changes (Dec 29, 2025)

Super Micro Computer, Inc. filed a Current Report on Form 8-K dated December 29, 2025 to disclose a leadership transition in its operations group. George Kao, Senior Vice President of Operations, informed the Company that he will retire effective December 31, 2025. The Company states that Tom Xiao, Senior Corporate Vice President of Engineering, will assume Mr. Kao's responsibilities, and that it does not anticipate any disruption to its operations or strategic roadmap. To support the handover, Mr. Kao will remain with the Company as a consultant. The filing states that the terms of this consulting arrangement have not yet been finalized and will be disclosed in an amendment to this Current Report on Form 8-K. Investors should therefore watch for that amendment for the compensation and scope of Mr. Kao's ongoing role. The filing is narrow in scope. Its only exhibit is the Inline XBRL cover page, and it contains no financial results, guidance, or quantitative disclosures.

Super Micro Computer 8-K Report, Financial Results (Nov 4, 2025)

Super Micro Computer, Inc. reported unaudited results for the quarter ended September 30, 2025, which the press release calls its first quarter of fiscal year 2026. Net sales were $5.0 billion, compared with $5.8 billion in Q4'25 and $5.9 billion in Q1'25. Gross margin was 9.3%, versus 9.5% in Q4'25 and 13.1% in Q1'25. GAAP net income was $168 million, or $0.26 per diluted share, compared with $195 million and $0.31 in Q4'25 and $424 million and $0.67 in Q1'25. Non-GAAP diluted net income per share was $0.35, versus $0.73 in Q1'25. Adjusted EBITDA was $334.9 million, or 6.7% of net sales, compared with $589.8 million, or 9.9%, in the prior-year quarter. Cash flow was weak in the quarter. Operations used $918 million of cash, and capital expenditures were $32 million. Inventories rose to $5.73 billion from $4.68 billion at June 30, 2025, and accounts receivable rose to $2.53 billion from $2.20 billion. Cash and cash equivalents fell to $4.2 billion, and total bank debt and convertible notes were $4.8 billion as of September 30, 2025. Deferred revenue increased to $597.3 million in current liabilities from $368.7 million. Management pointed to a rapidly expanding order book, including more than $13 billion in Blackwell Ultra orders. The company guided to second-quarter fiscal 2026 net sales of $10.0 billion to $11.0 billion, GAAP diluted EPS of $0.37 to $0.45, and non-GAAP diluted EPS of $0.46 to $0.54. It expects fiscal 2026 net sales of at least $36.0 billion.

Super Micro Computer 8-K Report, Financial Results (Oct 23, 2025)

Super Micro Computer, Inc. (Nasdaq: SMCI) furnished an 8-K on October 23, 2025 containing a press release (Exhibit 99.1) providing a business update for its first quarter of fiscal year 2026, ended September 30, 2025. The company estimates Q1'26 revenue at $5B, compared with its prior guidance of $6B-$7B, because some expected Q1'26 revenue was pushed into Q2'26 following design win upgrades. The company says the revenue figure is preliminary, has not been audited or reviewed by its independent accounting firm, and may change. The company reported recent design wins in excess of $12B, with customers requesting delivery in Q2'26, and said it will provide further detail on expected Q2'26 deliveries and revenues on its earnings call. Management highlighted robust demand for Supermicro products built on Nvidia GB300, B300 and RTX Pro, and AMD 355X LC, which are now beginning to ship. CEO Charles Liang reiterated revenue of at least $33B for fiscal 2026 and said the company expects to deliver more. The company scheduled its earnings call for November 4 at 5pm EST. The filing states that the press release is furnished, not filed, under Item 2.02 of the Exchange Act.

Super Micro Computer 8-K Report, Financial Results (Aug 5, 2025)

Super Micro Computer, Inc. reported unaudited results for its fourth quarter and full fiscal year ended June 30, 2025, in a press release furnished as Exhibit 99.1. Fourth-quarter net sales were $5.76 billion, with gross margin of 9.5% and GAAP diluted net income per share of $0.31 (non-GAAP $0.41). For the full fiscal year, net sales were $21.97 billion versus $14.99 billion in fiscal 2024, and GAAP net income was $1.05 billion, or $1.68 per diluted share, versus $1.15 billion, or $1.92, a year earlier. Non-GAAP diluted net income per share was $2.06 for fiscal 2025 versus $2.12 for fiscal 2024. Full-year gross margin was 11.1% on a GAAP basis and 11.2% non-GAAP, down from 13.8% and 13.9% a year earlier. The balance sheet grew substantially over the year. Cash and cash equivalents rose to $5.17 billion from $1.67 billion, and convertible notes increased to $4.65 billion from $1.70 billion. Operating cash flow for fiscal 2025 was $1.66 billion, compared with an outflow of $2.49 billion in fiscal 2024, and the company repurchased $200 million of stock during the year. Adjusted EBITDA for fiscal 2025 was $1.67 billion, or 7.6% of net sales. For the first quarter of fiscal 2026 ending September 30, 2025, the company guided to net sales of $6.0 billion to $7.0 billion, GAAP diluted EPS of $0.30 to $0.42, and non-GAAP diluted EPS of $0.40 to $0.52. It expects fiscal 2026 net sales of at least $33.0 billion and cites its Datacenter Building Block Solutions (DCBBS) as a driver of large-scale datacenter customer growth.

Super Micro Computer 8-K Report, Material Agreement (Jul 21, 2025)

Super Micro Computer, Inc. reported in an 8-K filed July 21, 2025 that on July 16, 2025 it entered into a Receivables Purchase Agreement with MUFG Bank, Ltd. (as administrative agent and purchaser), Crédit Agricole Corporate and Investment Bank, and other purchasers. The company, as seller and guarantor, may sell eligible accounts receivable to the purchasers under an uncommitted facility with an initial aggregate facility limit of $1.79 billion. Purchasers may elect in their sole discretion whether to buy offered receivables. The purchase price equals the net invoice amount minus a discount set at Term SOFR plus a account-debtor-specific discount ranging from 1.15% to 2.80%, calculated over a specified discount period. If a purchase is not characterized as a sale, the company is deemed to have granted the purchasers a security interest in the purchased receivables and their proceeds. Either the company, the administrative agent, or the required purchasers may terminate the agreement on 30 days' prior written notice. After a termination event occurs and is continuing, the agent or required purchasers may terminate immediately upon written notice. The filing also reports the agreement under Items 1.01 and 2.03, with the full agreement filed as Exhibit 10.1, with schedules and exhibits omitted under Regulation S-K Item 601(a)(5).

Super Micro Computer 8-K Report, Material Agreement (Jun 27, 2025)

Super Micro Computer, Inc. (NASDAQ: SMCI) completed on June 26, 2025 its previously announced private offering of $2.3 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030, including $300 million from the exercise of the initial purchasers' option. The Company received net proceeds of approximately $2.26 billion, of which about $182.2 million was used to fund capped call transactions and about $200.0 million was used to repurchase approximately 4.9 million shares of its common stock from certain purchasers of the notes. The Company intends to use the remainder for general corporate purposes, including working capital for growth and business expansion. The notes carry no regular interest and do not accrete, and are convertible into cash, shares, or a combination at the Company's election. The initial conversion rate is 18.1154 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $55.20 per share. The notes are senior, unsecured obligations, pari passu with the Company's existing 2.25% convertible senior notes due 2028 and 3.50% convertible senior notes due 2029. Holders may convert only under specified conditions until December 17, 2029, and the Company may redeem the notes on or after June 15, 2028 subject to a share price test and a $100.0 million partial redemption limitation. The capped call transactions have an initial cap price of $81.78 per share, a premium of 100% above the $40.89 last reported sale price on June 23, 2025. The filing states that the capped calls are expected to reduce potential dilution upon conversion and/or offset cash payments in excess of principal, subject to the cap. The maximum initial share issuance upon conversion is 56,248,340 shares, based on a maximum conversion rate of 24.4558 shares per $1,000 principal amount, which is subject to anti-dilution adjustments.

Super Micro Computer 8-K Report, Corporate Update (Jun 23, 2025)

Super Micro Computer, Inc. (SMCI) filed a Current Report on Form 8-K on June 23, 2025 to disclose that it issued a press release announcing a proposed offering of $2.0 billion aggregate principal amount of convertible senior notes due 2030. The offering is being made to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and is subject to market conditions and other factors. The Company expects to grant the initial purchasers a 13-day option to buy up to an additional $300.0 million aggregate principal amount of the notes. The filing states that neither the 8-K nor the press release constitutes an offer to sell, or a solicitation of an offer to buy, the Convertible Notes or any shares of common stock issuable upon conversion of the notes. The filing itself does not describe the notes' coupon, conversion price, or use of proceeds; those details are contained in the press release referenced as Exhibit 99.1. For investors, the key takeaway is the proposed size of the financing: a $2.0 billion base offering with a potential $300.0 million upsize, structured as convertible debt that may later be converted into common stock. Investors should review the press release and any subsequent pricing documents for terms governing the notes.

Super Micro Computer 8-K Report, Executive Changes (Jun 6, 2025)

At its Annual Meeting of Stockholders held on June 4, 2025, Super Micro Computer, Inc. stockholders approved a further amendment and restatement of the Company's 2020 Equity and Incentive Compensation Plan. The Plan authorizes the Compensation Committee to grant cash awards and equity-based compensation, including stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards, to non-employee directors, officers, employees, and certain consultants and service providers. A total of 103,000,000 shares of common stock are available under the Plan, consisting of 85,000,000 shares previously approved by stockholders before 2025 and 18,000,000 newly approved shares. Stockholder approval also increased the incentive stock option share limit by 18,000,000 shares and updated the Plan's whistleblower protection language. No grants may be made under the Plan on or after June 4, 2035. Stockholders also elected Robert Blair and Susan Mogensen (Susie Giordano) as Class III directors to serve until the annual meeting following fiscal year 2027. Stockholders approved the non-binding advisory resolution on named executive officer compensation, with 253,339,433 votes for, 14,076,545 against, and 1,200,258 abstentions. They also ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending June 30, 2025, with 423,162,655 votes for, 1,873,600 against, and 817,535 abstentions. The filing reports the votes on each proposal, including broker non-votes where applicable. The Plan amendment received 222,133,712 votes for, 45,279,842 against, and 1,202,682 abstentions, and the filing states that Proposal 4 was approved. The full Plan is filed as Exhibit 10.1.

Super Micro Computer 8-K Report, Financial Results (May 6, 2025)

Super Micro Computer, Inc. (NASDAQ: SMCI) reported unaudited results for its third quarter of fiscal year 2025 ended March 31, 2025, in a press release attached as Exhibit 99.1 to this Form 8-K. Net sales were $4.60 billion, versus $5.68 billion in Q2'25 and $3.85 billion in Q3'24. Gross margin fell to 9.6%, from 11.8% in Q2'25 and 15.5% in Q3'24. GAAP net income was $109 million ($0.17 diluted per share), compared with $321 million ($0.51) in Q2'25 and $402 million ($0.66) in Q3'24. Non-GAAP diluted EPS was $0.31. Management said some customers delayed platform decisions in the quarter and expects many of those commitments to land in the June and September quarters, while noting that economic uncertainty and tariff impacts may have a short-term effect. The company updated its fiscal 2025 revenue guidance to $21.8 billion to $22.6 billion, down from the prior range of $23.5 billion to $25.0 billion. For the fourth quarter ending June 30, 2025, it expects net sales of $5.6 billion to $6.4 billion, GAAP diluted EPS of $0.30 to $0.40, and non-GAAP diluted EPS of $0.40 to $0.50. Cash flow from operations for the quarter was $627 million, capital expenditures were $33 million, and cash and equivalents were $2.54 billion at March 31, 2025, against total bank debt and convertible notes of $2.49 billion. The release also describes governance progress, including implementation of recommendations from the board's Special Committee, the filing of all outstanding financial statements, and compliance with Nasdaq filing requirements. It notes the addition of Scott Angel to the board, Yitai Hu as General Counsel and Senior Vice President of Corporate Development, and Kenneth Cheung as Senior Vice President and Chief Accounting Officer.

Super Micro Computer 8-K Report, Financial Results (Apr 29, 2025)

Super Micro Computer, Inc. (Nasdaq: SMCI) furnished an 8-K on April 29, 2025 reporting a business update and unaudited preliminary financial results for its third quarter of fiscal 2025, ended March 31, 2025. The company said its new generation product design wins are robust, but that some delayed customer platform decisions moved sales into the fourth quarter. The results are preliminary and may differ materially from final figures once financial closing procedures are complete. The company expects Q3 net sales of $4.5 billion to $4.6 billion, against prior guidance of $5.0 billion to $6.0 billion. Expected GAAP diluted net income per share is $0.16 to $0.17, versus prior guidance of $0.36 to $0.53, and non-GAAP diluted net income per share is $0.29 to $0.31, versus prior guidance of $0.46 to $0.62. GAAP and non-GAAP gross margin for Q3 were 220 basis points lower than Q2, driven mainly by higher inventory reserves on older-generation products and expedite costs to bring new products to market. The reconciliation to non-GAAP results adds back approximately $85 million of stock-based compensation and approximately $30 million of debt extinguishment expenses, less a related tax benefit of approximately $30 million. The company will hold a conference call to review the quarter on May 6, 2025, at 5:00 p.m. ET.

Super Micro Computer 8-K Report, Executive Changes (Mar 31, 2025)

Super Micro Computer, Inc. (SMCI) filed this Current Report on Form 8-K on March 31, 2025 to disclose two matters. First, the Board voted on March 26, 2025 to increase the number of directors to ten and appointed Scott Angel as a Class II director, effective March 31, 2025, with a term expiring at the annual meeting following the fiscal year ending June 30, 2026. Mr. Angel spent more than 37 years at Deloitte & Touche LLP, including 25 years as an audit partner in Silicon Valley, and led its semiconductor industry practice from 1993 until his retirement in December 2017. He will receive the standard indemnity agreement and non-employee director compensation, including a $60,000 annual cash retainer and an annual equity grant valued at $255,000, with the initial equity award being 100% RSUs. Second, the company issued a press release, furnished as Exhibit 99.1, announcing the appointment of Yitai Hu as General Counsel and Senior Vice President, Corporate Development, reporting directly to CEO Charles Liang. The press release states that the appointment supports the company's ongoing effort to expand its in-house legal department in line with its size, complexity and growth ambitions. Mr. Hu has a legal career spanning nearly three decades, including partnerships at several AmLaw 50 firms, and is described as a leading trial attorney in intellectual property rights. The filing contains no financial results, guidance or quantitative operating data. Its substance is governance and leadership: a board expansion adding an audit-experienced independent director and a strengthened in-house legal function.

Super Micro Computer 8-K Report, Listing Notice (Feb 26, 2025)

Super Micro Computer, Inc. (Nasdaq: SMCI) disclosed in this Form 8-K, filed February 26, 2025, that it has regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC. Nasdaq notified the Company on February 25, 2025 that the matter is closed. The Company had received an earlier Nasdaq notice on February 21, 2025 citing its delay in filing its Q2 FY2025 Form 10-Q and its continued delay in filing its FY2024 Form 10-K and Q1 FY2025 Form 10-Q. On February 25, 2025, the Company filed all of those periodic reports and is now current with its Exchange Act reporting obligations. The filing also sets governance timelines for the next annual meeting. The 2025 Annual Meeting of Stockholders is scheduled for June 4, 2025, to be held virtually, with a record date of April 7, 2025. Because the meeting date moved more than 30 days from the prior year's meeting, the Company set a new deadline of March 8, 2025 for receipt by its Secretary, David Weigand, of stockholder proposals under Rule 14a-8 for inclusion in the proxy materials. The same March 8, 2025 date applies under the Bylaws' advance notice provisions for stockholder proposals outside Rule 14a-8 and for stockholder director nominations. For investors, the central development is the resolution of the Nasdaq listing deficiency, which removes the immediate risk of delisting tied to late periodic reporting. The filing itself does not describe the financial results contained in the delayed reports. Exhibit 99.1 is a press release dated February 26, 2025 announcing the Nasdaq compliance status.

Super Micro Computer 8-K Report, Material Agreement (Feb 21, 2025)

On February 20, 2025, Super Micro Computer, Inc. closed a private offering of $700.0 million aggregate principal amount of 2.25% Convertible Senior Notes due 2028 (the New Convertible Notes), with gross proceeds of approximately $700 million. The Company intends to use the proceeds for general corporate purposes, including funding working capital for growth and business expansion. The notes have an initial conversion price of approximately $61.06 per share, a conversion premium of approximately 50% over the $40.7040 reference price on February 12, 2025, and may be settled in cash, shares, or a combination at the Company's election. The Company also amended its existing indenture dated February 27, 2024, through two supplemental indentures dated February 20, 2025. These amendments restate the 2029 Convertible Senior Notes, which will now bear 3.50% interest from the effective date of the Amendments, with an initial conversion price of approximately $83.44 per share (a conversion premium of approximately 105% over the Reference Price). Holders of approximately $1.64 billion aggregate principal amount (approximately 95%) of outstanding 2029 Notes signed a waiver, release and covenant not to sue. The Company also amended its capped call transactions with eight counterparties, setting the cap price at approximately $94.1666 per share. The filing also discloses potential dilution: up to 17,197,320 shares may be issued on conversion of the New Convertible Notes and up to 42,379,110 shares on conversion of the Amended 2029 Notes, based on the initial maximum conversion rate of 24.5676 shares per $1,000 principal amount. The securities were sold in a private placement to institutional and qualified institutional buyers under Section 4(a)(2) of the Securities Act.

Super Micro Computer 8-K Report, Financial Results (Feb 11, 2025)

Super Micro Computer, Inc. (Nasdaq: SMCI) furnished this Form 8-K on February 11, 2025 with two press releases. The first announces preliminary, unaudited results for the quarter ended December 31, 2024 (fiscal Q2 2025): net sales of $5.6 billion to $5.7 billion, with GAAP and non-GAAP gross margin of 11.8% to 11.9%, GAAP diluted EPS of $0.50 to $0.52, and non-GAAP diluted EPS of $0.58 to $0.60. The company expects cash and equivalents of about $1.4 billion and total debt of about $1.9 billion, including roughly $1.7 billion of convertible notes. Guidance was lowered: fiscal 2025 revenue is now expected at $23.5 billion to $25 billion, down from $26 billion to $30 billion, and fiscal Q3 2025 net sales are expected at $5.0 billion to $6.0 billion. The filing also discloses that the company has not yet completed its financial closing procedures and that its auditors have not reviewed the preliminary data. It expects to file its fiscal 2024 Form 10-K and its fiscal Q1 2025 Form 10-Q by February 25, 2025, and it filed a Form 12b-25 for the second quarter. Adjustments to preliminary fiscal 2024 and Q4 2024 results reduced net sales by roughly $46 million net of higher cost of sales, including about $45 million of inventory reserves, and lowered diluted EPS by about $0.09. The company states that no previously issued financial statements require restatement. It also reports DOJ and SEC subpoenas received in late 2024 following an August 2024 short seller report, and securities litigation that management believes is without merit. The second press release announces privately negotiated agreements with holders of its 0.00% Convertible Senior Notes due 2029 to sell $700.0 million of new 2.25% Convertible Senior Notes due 2028 and to amend the existing notes, which would bear 3.50% interest and have a conversion price at an approximate 105% premium to a reference price. The amendments and the subscription are cross-conditional and expected to close on or about February 20, 2025. The company intends to use the proceeds for general corporate purposes, including working capital.

Super Micro Computer 8-K Report, Agreement Terminated (Dec 27, 2024)

Super Micro Computer, Inc. filed this Current Report on Form 8-K dated December 20, 2024 (signed December 27, 2024) to disclose the termination of a material definitive agreement. On December 20, 2024, the General Loan, Export/Import Financing, Overdraft Facilities, and Securities Agreement that the Company, through its Taiwan subsidiary, had entered into with the Taiwan affiliate of HSBC Bank was terminated and not renewed. The terminated Loan Agreement was a $50 million facility. The filing states that its balance was fully repaid on September 9, 2024, and that it remained undrawn from that date through termination. As a result, the facility carried no outstanding borrowings at the time it ended. The filing contains no other operational, financial, or guidance disclosures. Its only substantive item is Item 1.02, and the only exhibit listed is the Cover Page Interactive Data File (Exhibit 104).

Super Micro Computer 8-K Report, Listing Notice (Dec 6, 2024)

Super Micro Computer, Inc. disclosed in this Form 8-K, dated December 6, 2024, that it received a letter from the Nasdaq Stock Market granting an exception to Nasdaq Listing Rule 5250(c)(1). The exception extends the Company's deadline to February 25, 2025 to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, its Quarterly Report on Form 10-Q for the period ended September 30, 2024, and any other required filings. The Company's common stock will remain listed on the Nasdaq Global Select Market during the exception period and will continue to be listed if all required reports are filed by February 25, 2025, provided the Company remains in compliance with Nasdaq's listing rules. If the required reports are not filed by that date, Nasdaq will notify the Company that its common stock will be delisted, and the Company would have the right to appeal to a Nasdaq Hearing Panel. In the accompanying press release (Exhibit 99.1), the Company states that it currently expects to file all required reports by February 25, 2025. The filing contains no financial results; its significance for investors lies in the delayed periodic reporting and the associated listing risk tied to the February 25, 2025 deadline.

Super Micro Computer 8-K Report, Executive Changes (Dec 2, 2024)

On December 2, 2024, Super Micro Computer, Inc. (Nasdaq: SMCI) announced that the independent Special Committee of its Board of Directors had completed its review, formed in response to information brought to the attention of the Audit Committee. The Special Committee found that the evidence did not raise substantial concerns about the integrity of senior management or the Audit Committee, that the Audit Committee demonstrated appropriate independence, and that the tone at the top was appropriate. It did not agree with the resignation of Ernst & Young LLP ("EY") or the conclusions in EY's resignation letter, which the Special Committee said were not supported by the facts uncovered. The Company does not anticipate any restatements of its quarterly reports for fiscal 2024 or prior fiscal years. The Special Committee identified process lapses in the rehiring of nine former employees who had resigned after a 2017 Audit Committee investigation, and attributed primary responsibility for those lapses to the CFO/CCO, David Weigand's role as CFO/CCO is noted in the filing. The Special Committee found no evidence of bad faith in those lapses. It also reviewed 52 sales transactions and 11 export transactions and did not disagree with the Company's revenue recognition conclusions or find evidence of circumvention of export controls. The Board adopted all of the Special Committee's recommendations, effective November 27, 2024. These include launching a search for a new CFO, with David Weigand continuing in the role until a successor is appointed, and appointing Kenneth Cheung as Senior Vice President and Chief Accounting Officer. The Company is also accelerating searches for a Chief Compliance Officer and a General Counsel. The Company expects to complete its fiscal 2024 Form 10-K and its Form 10-Q for the quarter ended September 30, 2024 and become current in its periodic reports within the discretionary period available to Nasdaq staff.

Super Micro Computer 8-K Report, Agreement Terminated (Nov 26, 2024)

Super Micro Computer, Inc. filed this Current Report on Form 8-K, dated the earliest event of November 20, 2024 and signed November 26, 2024, to disclose that on November 20, 2024 it prepaid in full and terminated its obligations under two credit facilities: the Loan Agreement with Cathay Bank, as amended or otherwise modified, and the Loan and Security Agreement with Bank of America N.A., as administrative agent, together with the lenders party to it, as amended or otherwise modified. The filing reports this under Item 1.02, Termination of a Material Definitive Agreement. The filing does not state the amounts repaid, the reasons for the repayment, or any replacement financing arrangements. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104). The registrant's common stock, $0.001 par value, trades under the symbol SMCI on the NASDAQ Global Select Market, and the company is identified as an emerging growth company on the cover page. For investors, the核心 information is the retirement of these two bank credit agreements. The filing itself does not characterize the company's liquidity position or any change in its capital structure beyond the termination of these obligations.

Super Micro Computer 8-K Report, Material Agreement (Nov 20, 2024)

Super Micro Computer, Inc. (Nasdaq: SMCI) disclosed on November 20, 2024 that its Taiwan subsidiary amended Notifications and Confirmations of Credit Agreements with E.SUN Bank on November 14, 2024. The amendments extend the deadline for E.SUN Bank to review the subsidiary's FY2024 financial statements from October 31, 2024 to December 31, 2024. The agreements also include financial commitments tied to current ratio, net debt ratio, and interest coverage multiple; if these are not achieved, the amortization period for current balances will be shortened to one year starting from the 31st of the review month. Separately, on November 15, 2024, the Company entered into a Fourth Amendment to Loan Agreement with Cathay Bank, which, among other things, reduces the revolving line and letter of credit sublimit to $458,000. The most significant item for investors is the Nasdaq notice. On November 19, 2024, the Company received a letter from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to delays in filing its Form 10-K for the fiscal year ended June 30, 2024, which was due August 29, 2024, and its Form 10-Q for the period ended September 30, 2024, which was due November 12, 2024. The Company submitted a compliance plan to Nasdaq on November 18, 2024, stating it believes it can file both reports and become current within the discretionary period available to Nasdaq staff. The Letter has no immediate effect on the listing or trading of the common stock on the Nasdaq Global Select Market.

Super Micro Computer 8-K Report, Auditor Change (Nov 18, 2024)

Super Micro Computer, Inc. (Nasdaq: SMCI) filed this Form 8-K on November 18, 2024 to report two developments. First, the Audit Committee of its Board of Directors appointed BDO USA, P.C. as the Company's new independent registered public accounting firm, effective immediately. The filing states that during the fiscal years ended June 30, 2024 and 2023 and the subsequent interim periods through November 18, 2024, neither the Company nor anyone on its behalf consulted with BDO on accounting, auditing, or reporting matters, and there was no disagreement or reportable event under Regulation S-K. Second, the Company submitted a compliance plan to The Nasdaq Stock Market to support its request for an extension of time to regain compliance with Nasdaq continued listing requirements. In that plan, the Company indicated it believes it will be able to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and become current with its periodic filings, within the discretionary period available to Nasdaq staff. Per Nasdaq rules, the Company's securities will remain listed pending Nasdaq's review of the compliance plan. For investors, the key items are the auditor change to BDO, which the CEO described as an important step toward bringing the financial statements current, and the outstanding delinquent periodic filings. The filing itself does not provide financial results. The forward-looking statements caution that outcomes depend on Nasdaq's review, BDO's ability to complete the audit, and the other risks discussed under Risk Factors in the Company's SEC filings.

Super Micro Computer 8-K Report, Agreement Terminated (Nov 5, 2024)

Super Micro Computer, Inc. (Nasdaq: SMCI) furnished this Form 8-K on November 5, 2024, to announce preliminary financial results for the first quarter of fiscal year 2025, ended September 30, 2024. The company expects net sales of $5.9 billion to $6.0 billion, below its previous guidance range of $6.0 billion to $7.0 billion. It expects GAAP and non-GAAP gross margin of approximately 13.3%, GAAP diluted net income per share of $0.68 to $0.70, and non-GAAP diluted net income per share of $0.75 to $0.76. The company also expects total cash and cash equivalents of approximately $2.1 billion and total debt of approximately $2.3 billion, including about $0.6 billion of bank debt and about $1.7 billion of convertible notes. The company prepaid in full and terminated its Term Loan Credit Agreement dated July 19, 2024, on November 1, 2024. The Special Committee of the Board, formed after information was brought to the Audit Committee's attention, stated that its investigation to date found the Audit Committee acted independently and no evidence of fraud or misconduct by management or the Board. The Committee is recommending remedial measures to strengthen internal governance and oversight, and expects to deliver a full report within about a week, with other work still ongoing. The company remains unable to predict when it will file its Form 10-K for the fiscal year ended June 30, 2024, which was due August 29, 2024. Nasdaq has notified the company it is not in compliance with its timely filing rule, and the company intends to pursue compliance as soon as possible. The company also provided second-quarter fiscal 2025 guidance, with net sales of $5.5 billion to $6.1 billion, GAAP diluted net income per share of $0.48 to $0.58, and non-GAAP diluted net income per share of $0.56 to $0.65. Investors should note that the preliminary figures are unaudited and may change, and that the Special Committee review could affect historical or current results.

Super Micro Computer 8-K Report, Material Agreement (Nov 1, 2024)

Super Micro Computer, Inc. entered into a Third Amendment to Loan Agreement with Cathay Bank on October 28, 2024. The amendment amends the Loan Agreement dated May 19, 2022. It extends the deadline for delivering audited financial statements for the fiscal year ending June 30, 2024 from October 28, 2024 to December 31, 2024. It also extends the deadline for delivering the balance sheet and income statement for the fiscal quarter ending September 30, 2024 from November 29, 2024 to December 31, 2024. The amendment also adds a new covenant requiring the Company to maintain at least $150 million of unrestricted cash at all times. The filing states that the Amendment is filed as Exhibit 10.1 and that the description is qualified in its entirety by the full text of that exhibit. The Item 2.03 disclosure incorporates the same Amendment information by reference, indicating it relates to the creation of a direct financial obligation. For investors, the key points are the extended reporting deadlines under the Cathay Bank loan and the new minimum unrestricted cash requirement of $150 million. The filing does not describe the reasons for the extensions or the Company's current cash position.

Super Micro Computer 8-K Report, Auditor Change (Oct 30, 2024)

Super Micro Computer, Inc. filed this Current Report on Form 8-K to disclose that Ernst & Young LLP ("EY") resigned as its registered public accounting firm by letter dated October 24, 2024, while conducting the audit for the fiscal year ended June 30, 2024, which was EY's first audit of the Company. EY was engaged on March 15, 2023 and has not issued any report on the Company's financial statements or internal control over financial reporting. According to the filing, in late July 2024 EY raised concerns about governance, transparency and completeness of communications to EY, internal control over financial reporting, and the risk to timely filing of the annual report. The Board responded by forming an independent Special Committee, which engaged Cooley LLP and Secretariat Advisors, LLC. The Review remains ongoing, and final findings have not yet been communicated to EY or the Board. In its resignation letter, EY stated it was resigning due to information that led it to no longer be able to rely on representations from management and the Audit Committee, and that it was unwilling to be associated with the financial statements prepared by management. The Company disagrees with EY's decision, stating the Special Committee has not yet obtained all relevant information or concluded the Review, but says it will carefully consider the Special Committee's findings and any recommended remedial actions. The Company has begun identifying a successor auditor and does not currently expect the matters raised to result in restatements of its quarterly reports for fiscal 2024 or prior fiscal years. The filing also states there were no disagreements or reportable events with EY during the relevant periods, and attaches EY's letter dated October 29, 2024 as Exhibit 16.1.

Super Micro Computer 8-K Report, Material Agreement (Sep 30, 2024)

Super Micro Computer, Inc. filed this Form 8-K on September 30, 2024 to report three related actions. On September 27, 2024, the Company entered into a Ninth Amendment to its Loan and Security Agreement with Bank of America, N.A., as administrative agent, which extends the deadline to deliver audited financial statements for the fiscal year ending June 30, 2024 from September 28, 2024 to November 27, 2024 and adds a $70 million availability block to the U.S. borrowing base. The same day, the Company entered into Amendment No. 1 to its Term Loan Credit Agreement, which extends the same FY2024 financial statement delivery deadline to November 27, 2024 and requires the Company to prepay $250 million of outstanding term loans. Separately, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a ten-for-one forward stock split of its common stock, par value $0.001 per share, without changing par value. The amendment also increases authorized common stock from 100,000,000 to 1,000,000,000 shares. The split became effective at 5:00 p.m. Eastern Time on September 30, 2024, and the stock is expected to begin trading on a split-adjusted basis on the Nasdaq Global Select Market at the market open on October 1, 2024, under the existing symbol "SMCI" with a new CUSIP of 86800U302. Stockholder approval was not required under Section 242(d) of the Delaware General Corporation Law. For investors, the filing shows that the Company's lender deadlines for delivering FY2024 audited financial statements were extended by roughly two months, alongside a required $250 million term loan prepayment and a larger authorized share count following the split. The filing does not state the reasons for the extensions or the financial results contained in the referenced financial statements.

Super Micro Computer 8-K Report, Corporate Update (Sep 26, 2024)

Super Micro Computer, Inc. filed this Current Report on Form 8-K under Item 8.01 (Other Events) to announce details of a planned ten-for-one forward split of its common stock, par value $0.001 per share. The split will be effected through an amendment to the Company's Amended and Restated Certificate of Incorporation. The Company stated that the new CUSIP number for the Common Stock after the split will be 86800U302. The Stock Split is expected to become effective at 5:00 p.m. Eastern Time on September 30, 2024. Trading on the Nasdaq Global Select Market is expected to begin on a split-adjusted basis at the market open on October 1, 2024, under the existing ticker "SMCI." Computershare Trust Company, N.A. is acting as exchange agent. The filing explains the mechanics for stockholders. Registered holders with book-entry shares need take no action. Holders of certificated shares must deliver a letter of transmittal to Computershare to surrender their certificates for post-split book-entry shares, and must do so before transferring those shares after the split. Beneficial holders whose shares are held through a broker, bank, custodian or other nominee will have positions adjusted automatically, subject to each intermediary's processes. The only exhibit listed is Exhibit 104, the Cover Page Interactive Data File.

Super Micro Computer 8-K Report, Listing Notice (Sep 20, 2024)

Super Micro Computer, Inc. (NASDAQ: SMCI) filed a Current Report on Form 8-K on September 20, 2024 to disclose that on September 17, 2024 it received a notification letter from the Listing Qualifications Department of the NASDAQ Stock Market LLC. The letter states the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports, because the Company has not yet filed its Annual Report on Form 10-K for fiscal year 2024. The Form 10-K was due on August 29, 2024, and the Company filed a Form 12b-25 (notification of late filing) on August 30, 2024. The Company states that the letter has no immediate effect on the listing or trading of its common stock on the NASDAQ Global Select Market. Under NASDAQ rules, the Company has 60 calendar days from the date of the notice to either file the Form 10-K or submit a plan to regain compliance. If a plan is accepted, NASDAQ could grant an exception of up to 180 calendar days from the Form 10-K's due date. If NASDAQ does not accept the plan, the Company may appeal to a NASDAQ hearings panel. The filing attaches Exhibit 99.1, a press release dated September 20, 2024 announcing receipt of the letter. The filing itself contains no financial results, and the key near-term items for investors are the timing of the delayed 10-K filing and the Company's response to the NASDAQ deadline.

Super Micro Computer 8-K Report, Regulation FD Disclosure (Sep 3, 2024)

Super Micro Computer, Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish a letter from Founder, President and CEO Charles Liang to its customers and partners, dated September 3, 2024 (Exhibit 99.1). The letter references a recent announcement that the company will delay filing its Annual Report for the fiscal year ended June 30, 2024, and a report published by a short seller. Mr. Liang states that neither event affects the company's products, production capabilities, engineering and support teams, or its ability to deliver to customers. On the audit matter, the letter says the Audit Committee of the Board decided to delay the filing and has formed a committee to review internal controls and other matters. Mr. Liang states that, based on work done so far, the company does not anticipate any material changes in its fourth quarter or fiscal year 2024 financial results. He also says the company more than doubled revenues year-over-year in fiscal year 2024 and that it has shipped approximately 2,000 DLC liquid-cooled AI racks, which he believes is more than 75% of the entire DLC liquid-cooled AI server market this calendar year. Regarding the short-seller report, Mr. Liang characterizes it as containing false or inaccurate statements and misleading presentations of previously shared information, and states the company will address these statements in due course. The filing itself contains no financial statements; its substance is the CEO's customer communication and the company's statements about the delayed annual report and internal review.

Super Micro Computer 8-K Report, Corporate Update (Aug 28, 2024)

Super Micro Computer, Inc. (NASDAQ: SMCI) announced in an Item 8.01 Form 8-K dated August 28, 2024 that it expects it will not timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024. The company stated it expects to file a Notification of Late Filing on Form 12b-25 with respect to the Annual Report on August 30, 2024. According to the accompanying press release (Exhibit 99.1), the company is unable to file within the prescribed time period without unreasonable effort or expense, because additional time is needed for management to complete its assessment of the design and operating effectiveness of its internal controls over financial reporting as of June 30, 2024. The press release also states that the company has not made updates to its results for the fiscal year and quarter ended June 30, 2024 that were announced in its press release dated August 6, 2024. The filing itself contains no new financial figures. The primary investor takeaway is the delay in the annual report and the open internal controls assessment, which are the points investors should weigh in the company's ongoing reporting timeline. The filing's forward-looking statements caution that actual results could differ materially from expectations, and direct readers to the risk factors in the company's Form 10-K for the fiscal year ended June 30, 2023.

Super Micro Computer 8-K Report, Executive Changes (Aug 19, 2024)

Super Micro Computer, Inc. filed this Form 8-K on August 19, 2024 to report two items: a board appointment and a press release. On August 15, 2024, the Board fixed the number of directors at nine and appointed Susie Giordano as a Class III director to fill the resulting vacancy, with her term expiring at the annual meeting following fiscal year 2024. Ms. Giordano brings more than 25 years of experience advising executive management and boards, including about 11 years at Intel, where she most recently served as interim general counsel and as vice president and managing director of Intel Capital. Under the director compensation terms described in the filing, Ms. Giordano is entitled to the Company's standard indemnity agreement and non-employee director compensation. That compensation includes an annual cash retainer of $60,000, committee retainers of $15,000 (Audit), $10,000 (Compensation) and $7,500 (Nominating and Corporate Governance) for non-chair members, meeting fees of $2,000 per qualifying meeting, and an annual equity grant valued at $255,000, with the initial award made entirely in RSUs and prorated. The filing also furnishes, under Item 7.01, a press release dated August 19, 2024 announcing the appointment. The filing states that this information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Super Micro Computer 8-K Report, Financial Results (Aug 6, 2024)

Super Micro Computer, Inc. reported financial results for the fourth quarter and fiscal year ended June 30, 2024 in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth-quarter net sales were $5.31 billion, up from $2.18 billion a year earlier, while gross margin was 11.2% versus 17.0% in the same quarter of last year. Q4 GAAP net income was $353 million, and diluted net income per share was $5.51. For the full fiscal year, net sales were $14.94 billion versus $7.12 billion, and GAAP diluted EPS was $20.09 versus $11.43. Non-GAAP diluted EPS for the year was $22.09. Management cited record demand for AI infrastructure. Cash flow used in operations for Q4 was $635 million, and the fiscal year showed net cash used in operating activities of $2.48 billion. The Board of Directors authorized a 10-for-1 forward split of the common stock, to be effected by a Delaware certificate of amendment that also proportionately increases authorized shares. The filing states that trading is expected to commence on a split-adjusted basis on October 1, 2024. For the first quarter of fiscal 2025 ending September 30, 2024, the company guided to net sales of $6.0 billion to $7.0 billion and GAAP diluted EPS of $5.97 to $7.66. For fiscal 2025, it expects net sales of $26.0 billion to $30.0 billion. Balance sheet items at June 30, 2024 included cash and cash equivalents of $1.67 billion, convertible notes of $1.70 billion (non-current), and inventories of $4.41 billion, up from $1.45 billion a year earlier. The results and the stock split announcement are the principal items for investors in this filing.

Super Micro Computer 8-K Report, Material Agreement (Jul 22, 2024)

On July 19, 2024, Super Micro Computer, Inc. (the "Company") entered into a $500 million unsecured Term Loan Credit Agreement with lenders and Bank of America, N.A. as administrative agent. Proceeds are to provide ongoing working capital and for other general corporate purposes. Borrowings bear interest at Term SOFR plus a 0.10% SOFR adjustment plus 1.25%, or at an alternative base rate plus 0.25%. The agreement includes customary negative covenants, including a specified consolidated leverage ratio and, unless certain milestones are met, a consolidated interest coverage ratio. The Term Loan Facility matures on January 17, 2025. On the same date, the Company entered into an Eighth Amendment to its Loan and Security Agreement dated April 19, 2018 (the "ABL Agreement") with Bank of America, N.A. as administrative agent, which among other things permits the Company to enter into and borrow under the Term Loan Facility. Under Item 7.01, the Company disclosed that it is in discussions with one or more financial institutions regarding a potential senior revolving credit facility, which it expects to use to repay and retire the Term Loan Facility and the ABL Agreement in full. The Company anticipates entering into this facility in the first quarter of fiscal year 2025, but states there can be no assurance it will do so on acceptable terms or at all. Portions of Exhibit 10.1 have been redacted under Regulation S-K Item 601(b)(10).