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Fraud / investigation · Regulatory enforcement action
Time-sensitive event — see the red-flag panel below for the source-quoted detail.
Red Flags Detected
- Material Weakness (improved) — Three of four material weaknesses were remediated, but one ITGC weakness remains unremediated and the auditor's adverse opinion persists.
- SEC Investigation (worsened) — The SEC issued an additional subpoena in April 2026, expanding the ongoing investigation.
- Enforcement Action (new) — A criminal indictment was unsealed in March 2026 alleging export control violations by three individuals associated with the company.
- Disclosure Controls Not Effective (unchanged) — Filing states that management concluded the company's disclosure controls and procedures were not effective. The same conclusion appeared in the baseline filing.
Super Micro revenue jumps 77.8% to $39.1B, but cash flow swings to $6.8B use
Filed August 31, 2026 · Period ending June 30, 2026 · Compared to 10-K Aug 28, 2025 · ~1 min read
Key Financials
SEC XBRL| Metric | PriorJun 30, 2025 | CurrentJun 30, 2026 | Δ |
|---|---|---|---|
| Revenue | $22.0B | $39.1B | ▲ +77.8% |
| Net income (to common) | $1.05B | $2.27B | ▲ +115.3% |
| Diluted EPS | $1.68 | $3.26 | ▲ +94.0% |
| Operating income | $1.25B | $2.77B | ▲ +121.1% |
| Cash & equivalents | $5.17B | $7.52B | ▲ +45.5% |
| Total debt | $112.5M | $4.06B | ▲ +3506.3% |
| Total assets | $14.0B | $29.9B | ▲ +113.6% |
As reported in XBRL by the filer · 10-K vs 10-K. Income figures cover the fiscal year; cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · verify on EDGAR →
Net sales $ 21,972,042 $ 14,989,251
Current filing · verify on EDGAR →
Net sales $ 39,063,072 $ 21,972,042
Prior filing · verify on EDGAR →
Gross margin decreased to 11.1% in fiscal year 2025 from 13.8% in fiscal year 2024
Current filing · verify on EDGAR →
Gross margin decreased to 10.8% in fiscal year 2026, from 11.1% in fiscal year 2025
Prior filing · verify on EDGAR →
Net cash provided by (used in) operating activities $ 1,659.5 $ (2,486.0) $ 663.6
Current filing · verify on EDGAR →
Net cash (used in) provided by operating activities $ (6,809.9) $ 1,659.5 $ (2,486.0)
Prior filing · verify on EDGAR →
We anticipate our capital expenditures for the fiscal year 2026 will be in range of $180.0 million to $200.0 million
Current filing · verify on EDGAR →
We anticipate our total capital expenditures for the fiscal year 2027 will be in the range of $380.0 million to $400.0 million
Prior filing · verify on EDGAR →
we have current obligations related to non-cancelable purchase commitments of $1.6 billion
Current filing · verify on EDGAR →
we have current obligations related to non-cancelable purchase commitments of $34.2 billion
Prior filing · verify on EDGAR →
was $4.68 billion as June 30, 2025
Current filing · verify on EDGAR →
was $12.9 billion as of June 30, 2026
Prior filing · verify on EDGAR →
the Company’s net sales were $21.97 billion for the year ended June 30, 2025
Current filing · verify on EDGAR →
the Company’s net sales were $39.1 billion for the year ended June 30, 2026
Prior filing · verify on EDGAR →
these remaining non-cancelable commitments were $1.6 billion, including $148.9 million to related parties
Current filing · verify on EDGAR →
these remaining non-cancelable commitments were $34.2 billion, including $0.2 billion for related parties
Prior filing · verify on EDGAR →
Deferred income tax assets, net $ 607,416 $ 365,172
Current filing · verify on EDGAR →
Deferred income tax assets, net $ 697,441 $ 607,416
Prior filing · verify on EDGAR →
As of June 30, 2025, we had approximately $4.8 billion of consolidated indebtedness, including $1.7 billion aggregate principal amount of our 2029 Convertible Notes, $700.0 million aggregate principal amount of our 2028 Convertible Notes, and $2.3 billion aggregate principal amount of our 2030 Convertible Notes.
Current filing · verify on EDGAR →
As of June 30, 2026, we had approximately $8.7 billion of consolidated indebtedness, including $2.0 billion of outstanding borrowings under our Revolving Credit Facility with JP Morgan, $1,763.5 million outstanding borrowings under our CTBC Revolving Credit Facilities, $1,725.0 million aggregate principal amount of our 2029 Convertible Notes, $700.0 million aggregate principal amount of our 2028 Convertible Notes, and $2.3 billion aggregate principal amount of our 2030 Convertible Notes.
Prior filing · verify on EDGAR →
We had net income of $1,048.9 million, $1,152.7 million, and $640.0 million in fiscal years 2025, 2024, and 2023, respectively.
Current filing · verify on EDGAR →
We had net income of $2,230.5 million, $1,048.9 million, and $1,152.7 million in fiscal years 2026, 2025, and 2024, respectively.
Key Changes
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high
Net sales rose 77.8% to $39.1B, driven by AI server demand, but gross margin slipped to 10.8% from 11.1%.
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high
Operating cash flow swung from +$1.66B to a $6.81B use, as inventory nearly tripled to $12.9B and purchase commitments surged to $34.2B.
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high
Net income more than doubled to $2.23B, but the company raised $5.64B in equity and added $3.77B in credit lines to fund operations.
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high
Remediated three of four material weaknesses; one ITGC weakness remains, and the auditor's adverse opinion persists.
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high
New SEC subpoena and criminal indictment related to export controls add to ongoing legal and regulatory exposure.
Summary
Super Micro Computer delivered explosive revenue growth in fiscal 2026, with net sales up 77.8% to $39.1 billion, driven by AI server demand. Net income more than doubled to $2.23 billion.
However, the company's cash generation deteriorated sharply: operating cash flow swung from a $1.66 billion inflow to a $6.81 billion outflow, as inventory nearly tripled to $12.9 billion and non-cancelable purchase commitments surged from $1.6 billion to $34.2 billion. To fund this expansion, the company raised $5.64 billion in equity and added $3.77 billion in new credit lines, pushing total debt to $8.7 billion.
Investors should watch whether the company can convert its revenue growth into sustainable cash flow. The massive inventory build and purchase commitments create significant risk if AI demand softens. Gross margin also compressed to 10.8% due to tariffs and lower vendor rebates. On the governance front, the company remediated three of four material weaknesses but still has an unremediated ITGC weakness, and the auditor's adverse opinion persists. Legal and regulatory risks are escalating, with a new SEC subpoena and a criminal indictment related to export controls. Next quarter, monitor inventory levels, cash flow from operations, and any updates on the export control investigation and the remaining material weakness remediation.
Section-by-Section Diff
Business
SMCI expanded its AI infrastructure portfolio, added DCBBS details, updated export-control disclosures, and grew headcount.
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We delivered a comprehensive portfolio of AI-focused solutions, specifically designed to support the latest AI workloads, including products compatible with NVIDIA’s Hopper (H100/H200) and Blackwell (GB200/B200/RTX Pro 6000) generation platforms;
Current filing · verify on EDGAR →
We delivered a comprehensive portfolio of AI-focused solutions specifically designed to support the latest AI workloads, including products compatible with NVIDIA's Blackwell and Blackwell Ultra generation platforms, such as the NVIDIA GB300 NVL72, GB200 NVL72, and HGX B300 and B200 systems, in air-cooled and liquid-cooled configurations;
The company updated its AI product list to reflect newer NVIDIA platforms (Blackwell Ultra, GB300, HGX B300) and removed the older Hopper generation. This shows continued product refresh but does not change the overall business description.
Previous filing · verify on EDGAR →
We launched our Data Center Building Block Solutions (“DCBBS”), an integrated offering that simplifies the deployment of liquid-cooled AI factories. This solution includes all critical infrastructure components - servers, storage, networking, racks, liquid cooling infrastructure, software, services, and support;
Current filing · verify on EDGAR →
We continued to scale our DCBBS, which simplify the deployment of liquid-cooled AI factories by integrating all critical infrastructure components—servers, storage, networking, racks, liquid cooling infrastructure, power distribution, software, services, and support. In approximately one year, our DCBBS product lines grew to more than ten key subsystems, including coolant distribution units, liquid-to-air heat exchangers, chilled doors, power shelves, battery backup units, water towers, dry towers, high-speed switching, and data center management software;
The company moved from launching DCBBS to scaling it, adding specific subsystem details and a growth metric (more than ten key subsystems). This indicates the offering is becoming a more significant part of the business.
Previous filing · verify on EDGAR →
We unveiled DLC-2, our next-generation Direct Liquid Cooling solution, engineered to significantly reduce power and water consumption, noise, and spatial requirements in data centers. DLC-2 can lower electricity costs by up to 40% compared to air-cooled setups and reduce total cost of ownership (“TCO”) by up to 20%;
Current filing · verify on EDGAR →
We continued to deploy our next-generation Direct Liquid Cooling solution, DLC-2, engineered to significantly reduce power and water consumption, noise, and spatial requirements in data centers. DLC-2 provides nearly full liquid-cooling heat capture coverage of up to 98% per server rack, can reduce data center power consumption by up to 40% compared to air-cooled installations, and can decrease total cost of ownership (“TCO”) by up to 20%;
The company added a new performance metric (98% heat capture coverage) and changed the wording from 'unveiled' to 'continued to deploy', indicating the technology is now in active deployment rather than just announced.
Added in current filing · verify on EDGAR →
We announced support for, and expanded rack-scale manufacturing and liquid-cooling capacity for, the upcoming NVIDIA Vera Rubin platform, including the NVIDIA Vera Rubin NVL72 and NVIDIA HGX Rubin NVL8 systems, and introduced DCBBS Blueprints for these platforms designed to scale AI data centers from a 5 megawatt (“MW”) to a 1 gigawatt ("GW") power envelope;
The company disclosed support for NVIDIA's next-generation Vera Rubin platform, including manufacturing capacity expansion and new DCBBS Blueprints. This is a forward-looking product announcement that signals continued alignment with NVIDIA's roadmap.
Added in current filing · verify on EDGAR →
We announced support for AMD’s next–generation Helios platform. Helios is a 72-GPU double-width rack-scale system powered by AMD Instinct MI455X GPUs, 6th Gen AMD EPYC™ CPUs, and AMD Pensando™ networking technologies all unified by the open AMD ROCm™ software stack;
The company added support for AMD's Helios platform, a new rack-scale system. This expands the company's GPU platform coverage beyond NVIDIA.
Added in current filing · verify on EDGAR →
We expanded our product offerings to include systems that support Arm AGI CPUs with an air-cooled dual-socket 2U compute-optimized and 5U GPU-optimized rackmount server, as well as a liquid-cooled multi-node solution designed specifically for rack-scale agentic AI deployments;
The company added Arm-based CPU platforms to its product lineup, including solutions for agentic AI. This diversifies the company's processor architecture support.
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Sales to customers located outside of the United States represented 40.6%, 32.0%, and 32.1% of net sales in fiscal years 2025, 2024, and 2023, respectively.
Current filing · verify on EDGAR →
Sales to customers located outside of the United States represented 29.1%, 40.6%, and 32.0% of net sales in fiscal years 2026, 2025, and 2024, respectively. Our geographic sales mix fluctuated significantly during fiscal year 2026, driven in part by the concentrated deployment of large-scale AI data center customers.
International sales as a percentage of net sales dropped from 40.6% in fiscal 2025 to 29.1% in fiscal 2026, a significant shift. The company attributes this to concentrated large-scale AI data center deployments, likely in the U.S.
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In May 2025, the U.S. Commerce Department announced that it is in the process of rescinding certain export control rules for advanced integrated circuits and computing systems and has ceased enforcement of certain aspects of the regulations previously issued in January 2025. The Commerce Department has indicated that it will issue new replacement export control regulations in the future, but the scope and timing of those regulatory changes remain uncertain.
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In May 2025, BIS announced the rescission of the AI Diffusion Rule and stated that it would not enforce the rule's worldwide licensing and other requirements, and issued new guidance to strengthen export controls on advanced computing integrated circuits, including guidance regarding the potential diversion of such items and the application of General Prohibition 10. BIS has stated that it intends to issue replacement export control regulations in the future, but the scope and timing of those regulatory changes remain uncertain. BIS did not change the pre-existing controls over advanced computing items, which, for example, require licenses to ship such items to most countries in the Middle East, China, and to companies worldwide if headquartered in, or with an ultimate parent in, China.
The company updated its export control disclosure to reflect the formal rescission of the AI Diffusion Rule and added details about General Prohibition 10 and pre-existing controls. This is a regulatory update that could affect the company's ability to sell advanced computing products.
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In connection with the matters described under “Risks Related to Regulatory, Legal, Our Stock, and Other Matters” below, the Company has undertaken, and is continuing to undertake, a review and enhancement of its export compliance program. There can be no assurance that these enhancements will be sufficient to prevent future violations or satisfy the expectations of governmental authorities.
The company added a disclosure about reviewing and enhancing its export compliance program in connection with matters described in the risk factors. This suggests ongoing regulatory scrutiny or compliance concerns.
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As of June 30, 2025, we employed 6,238 employees, consisting of 3,255 employees engaged in research and development, 705 engaged in sales and marketing, 545 engaged in general and administrative and 1,733 engaged in manufacturing. Of these employees, 2,948 employees are based in our San Jose, California facilities.
Current filing · verify on EDGAR →
As of June 30, 2026, we employed over 7,000 employees, consisting of approximately 3,500 employees engaged in research and development, approximately 800 engaged in sales and marketing, approximately 600 engaged in general and administrative, and approximately 2,100 engaged in manufacturing. Of these employees, over 3,200 employees are based in our San Jose, California headquarter facilities.
Total headcount increased from 6,238 to over 7,000, with growth across all functions. This reflects the company's expansion to support its growing business.
Previous filing · verify on EDGAR →
Additionally, during fiscal year 2025, the computer server industry experienced global supply chain shortages, which resulted in a need to carry more inventory to fulfill demand from our customers and partners.
Current filing · verify on EDGAR →
During fiscal year 2026, the computer server industry experienced supply constraints for certain components, including memory and storage, as well as GPU and CPU availability, which affected the timing of certain of our product deliveries, as well as the pricing of these items.
The company updated its supply chain disclosure from general shortages in fiscal 2025 to specific component constraints (memory, storage, GPU, CPU) in fiscal 2026 that affected delivery timing and pricing. This is a more detailed and potentially more impactful disclosure.
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We conduct our operations principally from our Silicon Valley headquarters and facilities in Taiwan and the Netherlands. Additionally as part of our efforts to expand our capacities, we added a new facility in Malaysia during the fiscal year ended June 30, 2025.
Current filing · verify on EDGAR →
During the fiscal year ended June 30, 2026, we continued to expand our worldwide capacity, including a significant expansion of our Silicon Valley operations, including the on-going construction of a new state-of-the-art business complex and additional property leases to support our DCBBS campus near our San Jose headquarters.
The company shifted its expansion focus from Malaysia (fiscal 2025) to Silicon Valley (fiscal 2026), including a new business complex and DCBBS campus. This reflects a strategic emphasis on U.S. manufacturing capacity.
Previous filing · verify on EDGAR →
During each of the fiscal years ended June 30, 2025, 2024, and 2023, we sold to over 1,000 customers in over 100 countries. In addition, over the three years ended June 30, 2025, we have sold to thousands of end users through our indirect sales channel. ... Four customers each accounted for 10% or more of our net sales in fiscal year 2025 and one single customer accounted for 10% or more of net sales in fiscal year 2024. No customer accounted for 10% or more of our net sales in fiscal year 2023.
Current filing · verify on EDGAR →
During each of the fiscal years ended June 30, 2026, 2025, and 2024, we sold to over 1,000 customers in over 100 countries. In addition, over the last three fiscal years, we have sold to thousands of end users through our indirect sales channel.
The company removed the specific customer concentration disclosure (four customers at 10%+ in fiscal 2025). This could indicate a change in customer mix, but the removal may also be a simplification of the disclosure.
Added in current filing · verify on EDGAR →
Our 7.00% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”) in the form of depositary shares are listed on the Nasdaq Global Select Market under the ticker “SMCIP”.
The company added disclosure about its 7.00% Series A Mandatory Convertible Preferred Stock, which is listed under ticker SMCIP. This is a new capital structure element.
Show 1 minor / wording change
Removed from previous filing · verify on EDGAR →
On September 30, 2024, we filed an amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a ten-for-one forward split (the “Stock Split”) of our common stock without any change to its par value.
The company removed the detailed disclosure about the September 2024 ten-for-one forward stock split. This is a lifecycle removal because the split was a one-time event that is no longer current news.
Controls
SMCI remediated three of four material weaknesses but still has an unremediated ITGC weakness.
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We have identified the following unremediated material weaknesses in internal control over financial reporting as of June 30, 2025: (i) information technology general controls for certain systems that support our financial reporting process were not appropriately identified, designed or implemented; (ii) controls to address segregation of duties conflicts were not properly designed and appropriately implemented; (iii) controls over the completeness and accuracy of information we produce, impacting multiple financial statement areas were not properly implemented or documented; and (iv) we did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new related party transactions.
Current filing · verify on EDGAR →
As a result of these efforts, we remediated three material weaknesses in internal control over financial reporting that were previously reported in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Additionally, we concluded the one remaining material weakness relating to information technology general controls ("ITGC"), remains unremediated as of June 30, 2026.
The company reduced its material weaknesses from four to one. Three weaknesses related to segregation of duties, information completeness, and recording/disclosure controls were remediated. The remaining weakness is in IT general controls.
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information technology general controls for certain systems that support our financial reporting process were not appropriately identified, designed or implemented
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The Company’s information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and the Company did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs.
The description of the remaining ITGC weakness shifted from a design/implementation deficiency to an operating effectiveness deficiency, indicating the controls exist but were not consistently operated.
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We believe the above actions will be effective in remediating the material weaknesses described above, and we will continue to devote significant time and attention to these remedial efforts.
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We believe these actions included above, in addition to any other technology upgrades and enhancements we plan to make in the next fiscal year, will likely allow us to remediate this material weakness, subject to the completion of operating effectiveness testing during fiscal year 2027.
The remediation plan now targets fiscal year 2027 for completion of operating effectiveness testing, providing a more specific timeline than the prior general statement.
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Material weaknesses were identified and described in management’s assessment regarding the following: (1) information technology general controls for certain systems that support the Company's financial reporting process were not appropriately identified, designed or implemented; (2) controls to address segregation of duties conflicts were not properly designed and appropriately implemented; (3) controls over the completeness and accuracy of information produced by the entity impacting multiple financial statement areas were not properly implemented or documented; and (4) management did not design, implement and retain appropriate documentation of control procedures to achieve timely, complete and accurate recording and disclosures across multiple financial statement areas including the timely identification and disclosure of new related party transactions.
Current filing · verify on EDGAR →
A material weakness has been identified and described in management’s assessment regarding the following: The Company’s information technology controls for certain systems that support some of the financial reporting processes did not operate for a sufficient period of time, and the Company did not perform controls in a consistent and timely manner to monitor user access to certain financial applications, system infrastructure and programs.
The auditor's report now identifies only one material weakness instead of four, consistent with the remediation of three weaknesses.
MD&A
Revenue nearly doubled to $39.1B, but gross margin slipped to 10.8% and operating cash flow swung to a $6.8B use.
Previous filing · verify on EDGAR →
Net sales $ 21,972,042 $ 14,989,251
Current filing · verify on EDGAR →
Net sales $ 39,063,072 $ 21,972,042
Net sales rose 77.8% to $39.1 billion in fiscal 2026 from $22.0 billion in fiscal 2025, driven by data center deployments and large design wins. The company attributes the growth to product mix, customer diversification, enterprise and channel revenue, and higher average selling prices.
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Gross margin decreased to 11.1% in fiscal year 2025 from 13.8% in fiscal year 2024
Current filing · verify on EDGAR →
Gross margin decreased to 10.8% in fiscal year 2026, from 11.1% in fiscal year 2025
Gross margin declined to 10.8% from 11.1% due to competitive pricing strategy, product and customer mix changes, and higher manufacturing expenses. The company also disclosed a $237.7 million increase in tariff expenses and a $312.9 million decrease in vendor rebates.
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Net cash provided by (used in) operating activities $ 1,659.5 $ (2,486.0) $ 663.6
Current filing · verify on EDGAR →
Net cash (used in) provided by operating activities $ (6,809.9) $ 1,659.5 $ (2,486.0)
Operating cash flow swung from positive $1.66 billion in fiscal 2025 to a $6.81 billion use of cash in fiscal 2026, driven by higher inventory purchases, accounts receivable, and operational spending. This is a significant deterioration in cash generation despite record net income.
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We anticipate our capital expenditures for the fiscal year 2026 will be in range of $180.0 million to $200.0 million
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We anticipate our total capital expenditures for the fiscal year 2027 will be in the range of $380.0 million to $400.0 million
Capital expenditure guidance for the upcoming fiscal year more than doubled from $180-200 million to $380-400 million, reflecting increased investment in global manufacturing capabilities, tooling, IT, and facilities expansion.
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we have current obligations related to non-cancelable purchase commitments of $1.6 billion
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we have current obligations related to non-cancelable purchase commitments of $34.2 billion
Non-cancelable purchase commitments surged from $1.6 billion to $34.2 billion, a more than 20-fold increase. This reflects the company's aggressive inventory and capacity commitments to support rapid revenue growth, but also significantly increases supply-chain and demand-mismatch risk.
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a $86.5 million or 493.6% increase in tariff expense related to new trade policies enacted during the year
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a $237.7 million or 228.3% increase in tariff expenses driven by new trade policies enacted during the year and a $312.9 million or 24.9% increase due to a decrease in vendor rebates
The company disclosed a much larger tariff expense increase of $237.7 million in fiscal 2026 versus $86.5 million in fiscal 2025, and separately quantified a $312.9 million reduction in vendor rebates. These factors contributed to gross margin compression.
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Net cash provided by financing activities during fiscal 2025 mostly consisted of issuance of the 2028 Convertible Notes and the 2030 Convertible Notes of $683.7 million and $2,256.0 million, respectively
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Net cash provided by financing activities during fiscal 2026 mostly consisted of net proceeds from lines of credit and term loans of $3,948.3 million, as well as proceeds received from our equity offerings completed during the fourth quarter of fiscal 2026 of $5,638.6 million
Financing cash inflows shifted from convertible note issuances in fiscal 2025 to a combination of $3.95 billion in credit facility drawdowns and $5.64 billion in equity offerings in fiscal 2026. The equity raise is notable given the company's cash flow deficit.
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Our Malaysian subsidiary was incorporated in October 2022 and commenced operations in July 2025, at which time it began a 10-year income tax exemption under an approved government incentive program.
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Our effective tax rate also reflects our expectation that future income generated by our Malaysian subsidiary will substantially benefit from a Malaysian government tax incentive program for which we have applied but have not yet received final approval. Qualification is conditioned on satisfying a minimum eligible investment threshold by December 16, 2026.
The company's Malaysian tax holiday is no longer approved; it is now an application pending final approval with a minimum investment threshold due by December 16, 2026. If not met, the subsidiary's income would be taxed at the standard rate, increasing the effective tax rate and cash taxes.
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a $74.0 million or 241.0% increase in professional and service fees, reflecting higher costs for external accounting, audit, tax, legal, and advisory services, primarily driven by the Special Committee investigation and the delay in filing our Annual Report on Form 10-K for fiscal year 2024
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an increase in legal and internal investigation-related expenses of $31.7 million or 98.4%
General and administrative expense growth in fiscal 2026 was driven by a $31.7 million increase in legal and internal investigation-related expenses, while the prior year's spike was tied to the Special Committee investigation and delayed 10-K filing. The company also noted a $12.0 million reduction in audit and tax fees as those one-time costs did not recur.
Notes
Notes show massive balance-sheet growth, new preferred stock, expanded litigation, and a $34.2B purchase commitment.
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was $4.68 billion as June 30, 2025
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was $12.9 billion as of June 30, 2026
Inventory nearly tripled year-over-year, driven by aggressive component purchasing. This increases obsolescence and write-down risk, which the auditor flagged as a critical audit matter.
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the Company’s net sales were $21.97 billion for the year ended June 30, 2025
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the Company’s net sales were $39.1 billion for the year ended June 30, 2026
Net sales grew 78% year-over-year, reflecting strong demand for AI servers. The auditor continues to identify revenue recognition as a critical audit matter due to the high volume of transactions.
Added in current filing · verify on EDGAR →
Series A Mandatory Convertible Preferred Stock, net of issuance costs 4,312,500 4,226,258
The company issued $4.2 billion of Series A Mandatory Convertible Preferred Stock during fiscal 2026, a new capital structure element that will accrue dividends and potentially dilute common shareholders upon conversion.
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these remaining non-cancelable commitments were $1.6 billion, including $148.9 million to related parties
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these remaining non-cancelable commitments were $34.2 billion, including $0.2 billion for related parties
Non-cancelable purchase commitments surged from $1.6 billion to $34.2 billion, reflecting massive forward-buying of components. This creates significant supply-chain and inventory risk if demand softens.
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On August 30, 2024, three putative class action complaints were filed against us
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A similar complaint was filed on March 25, 2026 (Bhuva v. Super Micro Computer, Inc. et al, No. 3:26-cv-02606). Subsequent complaints, which included a former director of the company as an additional defendant, were filed on April 8, 2026
The securities class action litigation expanded significantly, with new complaints filed in 2026 and a former director added as a defendant. The company now faces multiple consolidated actions.
Added in current filing · verify on EDGAR →
On March 19, 2026, the U.S. Attorney’s Office for the Southern District of New York unsealed an indictment of three individuals either employed or associated with the Company at the time, in connection with an alleged conspiracy to commit export control violations
A criminal indictment related to export control violations was unsealed in March 2026, and the company received a grand jury subpoena. This is a new and serious legal development not present in the prior filing.
Added in current filing · verify on EDGAR →
On June 11, 2026, we entered into an equity distribution agreement establishing an at-the-market equity offering program pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $1.25 billion
The company established a new $1.25 billion at-the-market equity offering program, providing a mechanism for future capital raises that could dilute existing shareholders.
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Deferred income tax assets, net $ 607,416 $ 365,172
Current filing · verify on EDGAR →
Deferred income tax assets, net $ 697,441 $ 607,416
Net deferred tax assets increased to $697.4 million from $607.4 million, driven by growth in capitalized R&D costs, deferred revenue, and inventory valuation differences.
Risk Factors
Risk factors updated for new financing, customer concentration, tax changes, and remediation progress.
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We had four customers account for 10% or more of our net sales in fiscal years 2025 and one customer account for 10% or more of our net sales in fiscal 2024, while we had no single customer account for 10% or more of net sales in fiscal year 2023.
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We had one customer account for 10% or more of our net sales in fiscal year 2026, four customers account for 10% or more of our net sales in fiscal year 2025, and one customer account for 10% or more of net sales in fiscal year 2024.
Customer concentration decreased from four 10%+ customers in fiscal 2025 to one in fiscal 2026. The baseline also noted no 10%+ customer in fiscal 2023, which is omitted in the current filing.
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As of June 30, 2025, we had approximately $4.8 billion of consolidated indebtedness, including $1.7 billion aggregate principal amount of our 2029 Convertible Notes, $700.0 million aggregate principal amount of our 2028 Convertible Notes, and $2.3 billion aggregate principal amount of our 2030 Convertible Notes.
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As of June 30, 2026, we had approximately $8.7 billion of consolidated indebtedness, including $2.0 billion of outstanding borrowings under our Revolving Credit Facility with JP Morgan, $1,763.5 million outstanding borrowings under our CTBC Revolving Credit Facilities, $1,725.0 million aggregate principal amount of our 2029 Convertible Notes, $700.0 million aggregate principal amount of our 2028 Convertible Notes, and $2.3 billion aggregate principal amount of our 2030 Convertible Notes.
Total consolidated indebtedness nearly doubled from $4.8 billion to $8.7 billion, driven by new revolving credit facilities with JP Morgan and CTBC. The 2029 Convertible Notes principal also increased from $1.7 billion to $1,725.0 million.
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During fiscal year 2026, we entered into a credit agreement with JP Morgan for a Revolving Credit Facility of $2,000.0 million. In addition, during fiscal year 2026, our Taiwan subsidiary, where we maintain significant operations, increased its lines of credit, or entered into new lines of credit, with various commercial banks in Taiwan, including also entering into a credit agreement with CTBC Bank Co., Ltd. (“CTBC”) which provides for two revolving credit facilities totaling $1,765.0 million.
The company added $3.765 billion in new revolving credit capacity during fiscal 2026, significantly expanding its borrowing base.
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We had net income of $1,048.9 million, $1,152.7 million, and $640.0 million in fiscal years 2025, 2024, and 2023, respectively.
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We had net income of $2,230.5 million, $1,048.9 million, and $1,152.7 million in fiscal years 2026, 2025, and 2024, respectively.
Net income more than doubled to $2,230.5 million in fiscal 2026 from $1,048.9 million in fiscal 2025. The baseline's fiscal 2023 figure of $640.0 million is replaced by fiscal 2024's $1,152.7 million in the current filing.
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Although our Malaysian subsidiary has a 10‑year tax exemption beginning in fiscal year 2026, guidance on whether a top‑up tax will apply remains pending.
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We have applied for a Malaysian government incentive program providing a 10-year income tax exemption on manufacturing income, but we have not yet received final approval. Qualification requires that we satisfy certain conditions, including a minimum eligible investment threshold, by December 16, 2026.
The current filing reveals the Malaysian tax exemption is contingent on final approval and meeting a minimum investment threshold by December 16, 2026, whereas the baseline described the exemption as already in place beginning fiscal 2026.
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on top of the estimated over $292.0 million financial obligation we have to the supplier for the term of the lease for the data center space
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on top of the estimated over $379.2 million financial obligation we have to the supplier for the term of the lease for the data center space
The estimated financial obligation under the Master Colocation Service Agreement increased from $292.0 million to $379.2 million.
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For example, the Indictment alleged that the three individuals employed or associated with the Company at the time worked closely with third-party brokers with customers based in China to commit export-control violations.
The current filing adds a specific reference to an Indictment alleging export-control violations by three individuals, which was not present in the baseline.
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The AI industry has driven a portion of our recent success.
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The AI industry has driven a significant portion of our recent success.
The company strengthened its language from 'a portion' to 'a significant portion' regarding AI's contribution to recent success, reflecting increased reliance on AI-driven demand.
Show 2 minor / wording changes
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As of July 31, 2025, our executive officers and directors together beneficially owned 16.2% of our common stock. In addition, institutional stockholders who are not affiliated with our company and who each hold five percent or more of our common stock, hold an additional 17.4% percent of our common stock.
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As of July 31, 2026, our executive officers and directors together beneficially owned 12.5% of our common stock. In addition, institutional stockholders who are not affiliated with our company and who each hold 5% or more of our common stock, hold an additional 31.8% of our common stock.
Insider ownership declined from 16.2% to 12.5%, while institutional ownership increased from 17.4% to 31.8%.
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Our products may not be viewed as supporting climate change mitigation in the IT sector.
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estrictive import, export, or sanctions requirements on our products in the future. As a result of regulatory changes, we may be required to obtain licenses or other authorizations to continue supporting existing customers or to supply existing products to new customers in China, Eastern Europe and elsewhere.
The ESG risk factors risk factor language was retained and updated (reorganized/edited, not rescinded).
Financial Statements
Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.
Consolidated Statements of Operations
(in thousands, except per share amounts)
| Description | Years ended June 30, 2026 | Years ended June 30, 2025 | Years ended June 30, 2024 |
|---|---|---|---|
| Net sales (including related party sales of $29,781, $42,259, and $69,791 in fiscal years 2026, 2025, and 2024, respectively) | 39,063,072 | 21,972,042 | 14,989,251 |
| Cost of sales (including related party purchases of $725,694, $650,658, and $552,136 in fiscal years 2026, 2025, and 2024, respectively) | 34,835,821 | 19,542,120 | 12,927,841 |
| Gross profit | 4,227,251 | 2,429,922 | 2,061,410 |
| Operating expenses: | |||
| Research and development | 771,232 | 636,550 | 463,548 |
| Sales and marketing | 352,594 | 273,139 | 189,738 |
| General and administrative | 332,939 | 267,239 | 197,350 |
| Total operating expenses | 1,456,765 | 1,176,928 | 850,636 |
| Income from operations | 2,770,486 | 1,252,994 | 1,210,774 |
| Other income (expense), net | 26,432 | (41,339) | (6,240) |
| Interest income | 186,920 | 59,834 | 28,957 |
| Interest expense | (194,574) | (59,573) | (19,352) |
| Income before income tax provision | 2,789,264 | 1,211,916 | 1,214,139 |
| Income tax provision | (556,329) | (156,851) | (63,294) |
| Share of (loss) income from equity investees, net of taxes | (2,482) | (6,211) | 1,821 |
| Net income | 2,230,453 | 1,048,854 | 1,152,666 |
| Net income per common share: | |||
| Basic | 3.65 | 1.77 | 2.07 |
| Diluted | 3.26 | 1.68 | 1.92 |
| Weighted-average shares used in the calculation of net income per common share: | |||
| Basic | 601,806 | 593,665 | 555,878 |
| Diluted | 697,348 | 628,402 | 602,146 |
Consolidated Balance Sheets
(in thousands, except par value per share amounts)
| Description | June 30, 2026 | June 30, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | 7,521,474 | 5,169,911 |
| Accounts receivable, net of allowance for credit losses of $109 and $0 at June 30, 2026 and 2025, respectively (including amounts receivable from related parties of $624 and $393 at June 30, 2026 and 2025, respectively) | 6,125,414 | 2,203,942 |
| Inventories | 12,895,949 | 4,680,375 |
| Prepaid expenses and other current assets (including receivables from related parties of $905 and $13,745 at June 30, 2026 and 2025, respectively) | 1,183,415 | 247,426 |
| Total current assets | 27,726,252 | 12,301,654 |
| Property, plant, and equipment, net | 625,553 | 504,488 |
| Deferred income taxes, net | 697,441 | 607,416 |
| Other assets | 896,221 | 604,871 |
| Total assets | 29,945,467 | 14,018,429 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
| Current liabilities: | ||
| Accounts payable (including amounts due to related parties of $117,062 and $129,752 at June 30, 2026 and 2025, respectively) | 2,247,003 | 1,281,977 |
| Accrued liabilities (including amounts due to related parties of $1,213 and $1,044 at June 30, 2026 and 2025, respectively) | 1,032,716 | 565,637 |
| Income taxes payable | 262,608 | 53,381 |
| Lines of credit and term loans, current | 2,039,774 | 75,060 |
| Deferred revenue | 1,578,005 | 368,737 |
| Total current liabilities | 7,160,106 | 2,344,792 |
| Deferred revenue, non-current | 1,034,027 | 362,645 |
| Lines of credit and term loans, non-current | 2,016,374 | 37,415 |
| Convertible notes | 4,664,139 | 4,645,178 |
| Other long-term liabilities (including amounts due to related parties of $362 and $608 at June 30, 2026 and 2025, respectively) | 591,205 | 326,528 |
| Total liabilities | 15,465,851 | 7,716,558 |
| Commitments and contingencies (Note 15) | ||
| Stockholders’ equity: | ||
| Preferred Stock and additional paid-in capital, $0.001 par value | ||
| Authorized shares: 10,000; Issued and outstanding shares of Series A Mandatory Convertible Preferred Stock: 4,313 and 0 at June 30, 2026 and 2025, respectively | 4,226,258 | — |
| Common stock and additional paid-in capital, $0.001 par value | ||
| Authorized shares: 1,000,000; Issued and outstanding shares: 656,882 and 594,137 at June 30, 2026 and 2025, respectively | 4,600,893 | 2,866,449 |
| Accumulated other comprehensive income | 397 | 705 |
| Retained earnings | 5,651,904 | 3,434,539 |
| Total Super Micro Computer, Inc. stockholders’ equity | 14,479,452 | 6,301,693 |
| Non-controlling interest | 164 | 178 |
| Total stockholders’ equity | 14,479,616 | 6,301,871 |
| Total liabilities and stockholders’ equity | 29,945,467 | 14,018,429 |
Consolidated Statements of Cash Flows
(in thousands)
| Description | Years ended June 30, 2026 | Years ended June 30, 2025 | Years ended June 30, 2024 |
|---|---|---|---|
| OPERATING ACTIVITIES: | |||
| Net income | 2,230,453 | 1,048,854 | 1,152,666 |
| Reconciliation of net income to net cash (used in) provided by operating activities: | |||
| Depreciation and amortization | 53,673 | 41,298 | 29,617 |
| Amortization of right-of-use (“ROU”) assets | 36,594 | 17,046 | 9,076 |
| Amortization of debt discount and issuance costs | 25,889 | 10,268 | 2,292 |
| Inventory valuation adjustment write-down | 188,110 | 232,083 | 83,004 |
| Stock-based compensation expense | 412,115 | 314,452 | 231,507 |
| Impairment loss and gain on sale of investments, net | 414 | — | — |
| Share of loss (income) from equity investees | 2,482 | 6,211 | (1,821) |
| Unrealized foreign currency exchange (gain) loss | 976 | 18,832 | (531) |
| Loss on extinguishment of convertible notes | — | 30,251 | — |
| Deferred income taxes, net | (95,367) | (214,638) | (168,499) |
| Other non-cash (income) expense, net | (16,956) | (3,077) | 12,343 |
| Changes in operating assets and liabilities: | |||
| Accounts receivable, net (including changes in related party balances of $(231), $5,801, and $(721) in fiscal years 2026, 2025, and 2024, respectively) | (3,921,872) | 533,341 | (1,589,187) |
| Inventories | (8,876,747) | (587,689) | (2,983,000) |
| Prepaid expenses and other assets (including changes in related party balances of $12,728, $(1,806), and $15,793 in fiscal years 2026, 2025, and 2024, respectively) | (356,230) | (229,107) | (44,646) |
| Accounts payable (including changes in related party balances of $(12,690), $(35,543), and $76,161 in fiscal years 2026, 2025, and 2024, respectively) | 963,258 | (180,968) | 679,190 |
| Accrued liabilities (including changes in related party balances of $169, $874, and $(13,847) in fiscal years 2026, 2025, and 2024, respectively) | 406,200 | 272,404 | 92,942 |
| Income taxes payable | 213,532 | 32,043 | (110,897) |
| Deferred revenue | 1,880,650 | 315,006 | 111,927 |
| Other long-term liabilities (including changes in related party balances of $(246), $608, and $(178) in fiscal years 2026, 2025, and 2024, respectively) | 42,940 | 2,914 | 8,045 |
| Net cash (used in) provided by operating activities | (6,809,886) | 1,659,524 | (2,485,972) |
| INVESTING ACTIVITIES: | |||
| Purchases of property, plant, and equipment (including payments to related parties of $12,567, $17,677, and $10,625 in fiscal years 2026, 2025, and 2024, respectively) | (161,999) | (127,214) | (124,279) |
| Investment in equity securities | (51,613) | (56,000) | (69,673) |
| Acquisition, net of cash acquired | — | — | (296) |
| Proceeds from disposal of equity investment | 13,333 | — | — |
| Net cash used in investing activities | (200,279) | (183,214) | (194,248) |
| FINANCING ACTIVITIES: | |||
| Proceeds from lines of credit and term loans | 4,468,808 | 1,387,991 | 2,156,529 |
| Repayment of lines of credit and term loans | (520,510) | (1,768,650) | (1,967,545) |
| Payments of debt issuance costs | (23,483) | — | — |
| Proceeds from exercise of stock options | 46,260 | 20,898 | 29,453 |
| Payment for withholding taxes related to settlement of equity awards | (129,881) | (142,457) | (174,354) |
| Stock repurchases | — | (200,000) | — |
| Issuances of common stock in public offerings, net of issuance costs of $42,575 | — | — | 2,313,983 |
| Debt issuance costs in connection with amended 2029 Convertibles Notes | — | (31,217) | — |
| Proceeds from issuance of 2029 Convertible Notes, net of issuance costs of $29,232 | — | — | 1,695,768 |
| Proceeds from issuance of 2028 Convertible Notes, net of issuance costs of $16,304 | — | 683,696 | — |
| Proceeds from issuance of 2030 Convertible Notes, net of issuance costs of $44,027 | — | 2,255,973 | — |
| Purchase of capped calls | — | (182,215) | (142,140) |
| Common stock issuance, net of underwriting discounts | 1,406,953 | — | — |
| Series A Mandatory Convertible Preferred Stock issuance, net of underwriting discounts | 4,231,640 | — | — |
| Payments of equity issuance costs | (996) | — | — |
| Other | (36) | 26 | 30 |
| Net cash provided by financing activities | 9,478,755 | 2,024,045 | 3,911,724 |
| Effect of exchange rate fluctuations on cash | (9,355) | 1,673 | (2,191) |
| Net increase in cash, cash equivalents, and restricted cash | 2,459,235 | 3,502,028 | 1,229,313 |
| Cash, cash equivalents, and restricted cash at the beginning of year | 5,172,301 | 1,670,273 | 440,960 |
| Cash, cash equivalents, and restricted cash at the end of year | 7,631,536 | 5,172,301 | 1,670,273 |
| Supplemental disclosure of cash flow information: | |||
| Cash paid for interest | 109,306 | 25,490 | 16,015 |
| Cash paid for income taxes, net of refunds | 399,276 | 327,158 | 392,020 |
| Non-cash investing and financing activities: | |||
| Unpaid property, plant, and equipment purchases (including due to related parties of $4,658, $3,879, and $2,339 as of June 30, 2026, 2025, and 2024, respectively) | 21,142 | 16,208 | 19,613 |
| ROU assets obtained in exchange for operating lease commitments | 266,753 | 276,170 | 32,581 |
| Series A Mandatory Convertible Preferred Stock accrued dividends | 13,088 | — | — |
| Transfer of inventory to property, plant, and equipment, net | 7,304 | 8,260 | 12,535 |
Amounts as printed on the EDGAR/iXBRL face — (in thousands, except per share amounts); (in thousands, except par value per share amounts); (in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 31, 2026 · How we verify