--- title: "Evidence records" language: en canonical: https://dossiertwist.com/dossiers/super-micro-computer-inc/evidence-records/ as_of: 2026-10-17 keywords: ["Super Micro Computer","Supermicro","SMCI","Charles Liang","Sara Liu","Wally Liaw","Ablecom Technology","Compuware Technology","Steve Liang","Bill Liang","related-party transactions","Ernst & Young resignation","Special Committee","SEC cease-and-desist order","restatement","Nasdaq delisting","export controls","United States v. Liaw","securities class action","Leadtek Research"] --- # Evidence records **Question.** Which records support the articles? **Answer.** Full assertions with source references, qualifications, responses and known outcomes. The topic articles explain these records in context. ## Super Micro Computer, Inc.: control, related parties and compliance record - Documented: Super Micro Computer, Inc. is a Delaware corporation with principal executive offices at 980 Rock Avenue, San Jose, California 95131. The cover of its annual report on Form 10-K for the fiscal year ended June 30, 2026 gives I.R.S. employer identification number 77-0353939 and SEC Commission File Number 001-33383, and its March 2026 proxy statement gives the same principal office address. [src-002] [src-001] - Documented: Supermicro was incorporated in California in September 1993 and reincorporated in Delaware in March 2007. Its common stock is listed on the Nasdaq Global Select Market under the symbol SMCI, and depositary shares representing its 7.00% Series A Mandatory Convertible Preferred Stock are listed there under SMCIP. The company gives www.supermicro.com as its website. [src-002] - Documented: The SEC's EDGAR submissions record for Central Index Key 0001375365 lists Super Micro Computer, Inc. as an operating company in standard industrial classification 3571 (Electronic Computers), a large accelerated filer with a fiscal year ending June 30, trading symbols SMCI and SMCIP on Nasdaq, employer identification number 770353939, a San Jose business and mailing address at 980 Rock Avenue and no former names. [src-004] [src-002] - Qualification: The record's state-of-incorporation field reads “CA”, while the company's own filings state that it reincorporated in Delaware in March 2007; the records reviewed do not explain the difference. - Documented: For fiscal 2026 (the year ended June 30, 2026) Supermicro reported net sales of $39,063,072 thousand, up 77.8% from $21,972,042 thousand in fiscal 2025, gross profit of $4,227,251 thousand, income from operations of $2,770,486 thousand and net income of $2,230,453 thousand (fiscal 2025: $1,048,854 thousand), or $3.26 per diluted share. The company attributed the sales growth mainly to shipments for customers' data center deployments, including large design wins from a few customers. [src-002] - Documented: Supermicro's March 2026 proxy statement reports that revenues rose from $14,989.3 million in fiscal 2024 to $21,972.0 million in fiscal 2025, an increase of 46.6%, and that the number of full-time employees rose about 10.2%, from 5,684 to 6,265. [src-001] - Documented: In fiscal 2024 (the year ended June 30, 2024) Supermicro's net income rose to $1,152.7 million from $640.0 million in fiscal 2023; the company attributed the increase to higher net sales, partly offset by a lower gross margin and higher operating expenses. Cash and cash equivalents were $1,669.8 million at the end of fiscal 2024 against $440.5 million a year earlier. [src-012] - Documented: Supermicro's net cash used in operating activities in fiscal 2024 was $3,149.6 million higher than in fiscal 2023. The fiscal 2024 annual report attributes this mainly to working capital required for customer demand and growth: net working capital changes of $3,779.5 million included increases of $3,000.0 million in inventory and $1,277.3 million in accounts receivable. [src-012] - Documented: Supermicro's fiscal 2024 annual report breaks down net sales by region as follows (in thousands): United States $10,187,331, Asia $2,912,570, Europe $1,293,959 and other regions $595,391, for a total of $14,989,251 in fiscal 2024, against a total of $7,123,482 in fiscal 2023 (Asia $1,050,837) and $5,196,099 in fiscal 2022. [src-012] - Documented: One customer accounted for 20% of Supermicro's net sales in fiscal 2024, while no single customer reached 10% in fiscal 2023 or 2022. At June 30, 2024 one customer (identified only as Customer G) accounted for 44.8% of accounts receivable and another (Customer A) for 15.4% (22.9% a year earlier); the filing does not name them. Sales to customers outside the United States were 32.0%, 32.1% and 41.6% of net sales in fiscal 2024, 2023 and 2022. [src-012] - Documented: At June 30, 2024 Supermicro employed 5,684 full-time employees: 2,885 in research and development, 632 in sales and marketing, 509 in general and administrative functions and 1,658 in manufacturing; 2,659 of them were based at the San Jose facilities. [src-012] - Documented: At June 30, 2026 Supermicro owned and leased about 5,717,000 square feet of office and manufacturing space (in thousands of square feet: 3,375 owned and 2,342 leased; 3,725 in the United States and 1,992 abroad). Its international manufacturing facilities are mainly in Taiwan, Malaysia and the Netherlands, and it owns about 36.7 acres of land across its Taiwan and Malaysia facilities; headquarters are in San Jose, California. [src-002] - Documented: Supermicro has never declared or paid cash dividends on its common stock. As of July 31, 2026 it had 24 registered holders of record of its common stock, a figure that excludes shares held in street or nominee name. [src-002] - Documented: On the cover of its annual report for fiscal 2024 Supermicro answered “No” to whether it had filed all reports required under Section 13 or 15(d) of the Exchange Act during the preceding 12 months, and it did not check the box indicating that the financial statements reflect the correction of an error in previously issued statements. The same cover reports 593,481,352 shares of common stock outstanding as of January 31, 2025, reflecting the September 30, 2024 stock split. [src-012] - Documented: On the cover of its annual report for fiscal 2026 Supermicro left unchecked both the box indicating that the financial statements reflect the correction of an error in previously issued statements and the box indicating that any such correction is a restatement requiring a clawback recovery analysis. [src-002] - Documented: Supermicro's total stockholders' equity was $5,417,370 thousand at June 30, 2024, against $1,972,170 thousand at June 30, 2023, with 588,087,410 shares of common stock at June 30, 2024. Its statement of stockholders' equity also records a repurchase and retirement of 15,533,500 shares for $149,998 thousand in fiscal 2023. [src-012] - Documented: On August 27, 2026 Supermicro's board adopted amended and restated bylaws, effective immediately. According to the fiscal 2026 annual report, the changes clarified procedures for stockholder-requested special meetings, updated provisions on the board, its committees and officers, added exclusive forum provisions for certain corporate and Securities Act claims and clarified indemnification rights of directors and officers. [src-002] - Documented: A screening query against consolidated sanctions, politically exposed person and watch-list data (data snapshot of October 17, 2026) for Super Micro Computer, Inc. returned a single candidate record: a legal entity named “Super Micro Computer Inc.” in the United States, with a 0.8 match score. The record comes from a dataset of SEC matters with harmed investors, is tagged with the topic “financial crime”, references the LEI 54930022CZO1N2UGVW07, lists no sanctions programme and was first seen in the dataset in April 2024. [src-003] - Qualification: The record is a watch-list entry derived from SEC enforcement information, not a sanctions designation; the query returned no sanctions or politically exposed person entries for the company. The entry itself carries no case number or event date. ## Wally Liaw: Supermicro co-founder charged in a 2026 export case - Documented: On September 30, 2024 Supermicro filed an amendment to its certificate of incorporation with the Delaware Secretary of State effecting a ten-for-one forward split of its common stock and raising authorized common shares from 100,000,000 to 1,000,000,000; under Section 242(d) of the Delaware General Corporation Law no stockholder approval was required. The shares began trading on a split-adjusted basis on October 1, 2024. [src-012] ## Founders and control of Supermicro - Documented: Charles Liang founded Supermicro and has served as its President, Chief Executive Officer and Chairman of the Board since its inception in September 1993, according to the company's March 2026 proxy statement. From July 1991 to August 1993 he was President and Chief Design Engineer of Micro Center Computer Inc., a motherboard design and manufacturing company. [src-001] - Documented: Sara Liu co-founded Supermicro in September 1993 and serves as its Co-Founder, Senior Vice President and a director. She was Treasurer from the company's inception to May 2019, Senior Vice President of Operations from May 2014 to February 2018 and Chief Administrative Officer from October 1993 to May 2019; from 1985 to 1993 she held accounting and operational positions at several companies, including Micro Center Computer Inc. She is married to Charles Liang. [src-001] - Documented: Charles Liang combines the roles of Chairman and Chief Executive Officer. Supermicro's board and Governance Committee state that this is appropriate because of the board's relatively small size and because he founded the company and has extensive industry experience; the board has a lead independent director. [src-001] - Documented: In its fiscal 2024 annual report Supermicro stated that it did not have a succession plan for replacing Charles Liang if that became necessary. [src-012] - Documented: Supermicro's fiscal 2024 annual report describes two performance stock options granted to Chief Executive Officer Charles Liang. A March 2021 award over 10,000,000 shares had fully vested by June 30, 2024 on operational and stock-price milestones. A November 2023 award over 5,000,000 shares vests in five tranches, each requiring a 60-trading-day average share price milestone starting at $45.00 and rising to $110.00 and a revenue milestone, and assumes his continued employment as CEO (or in a capacity agreed with the board); $18.9 million of its compensation cost remained to be recognized over 2.5 years. [src-012] - Documented: Supermicro's fiscal 2023 annual report, in its related-person disclosure, states that Sara Liu, Charles Liang's spouse and a Co-Founder, Senior Vice President and director, received total compensation of $9,353,127 in fiscal 2023, including an equity gain of $8,811,517 mainly from exercising stock options, in addition to salary and bonus. [src-045] - Documented: Supermicro's amended IPO registration statement (Form S-1/A, Amendment No. 2, filed January 18, 2007) showed the following holdings as of December 31, 2006, when 22,223,220 shares were outstanding: Charles Liang and Chiu-Chu (Sara) Liang were each listed with the same 10,793,700 shares (48.6%), a family block that included options and shares in two grantor retained trusts of which Sara Liang was trustee; Yih-Shyan (Wally) Liaw 3,766,874 (17.0%); Hwei-Ming (Fred) Tsai 500,000 (2.2%); Alex Hsu 281,732 (1.3%); and, among other holders above 5%, Tatung Company 2,000,000 (9.0%), Chung-Chang (John) Tsai 1,800,000 (8.1%) and Fei-Yi Kao 1,200,000 (5.4%). The seven directors and executive officers held 15,342,306 shares (69.0%) as a group. [src-119] - Documented: According to the same 2007 registration statement, Yih-Shyan (Wally) Liaw's pre-IPO holding included 600,000 shares in a grantor retained trust of which his spouse was trustee, 600,000 shares in a grantor retained trust of which he was trustee and 1,760,000 shares in the Liaw Family Trust, of which he and his spouse were trustees. [src-119] - Documented: A Supermicro proxy statement showed holdings as of December 29, 2010: Charles Liang and Chiu-Chu (Sara) Liang were each listed with the same 10,329,135 shares (25.7%), a family block that included jointly held shares, options of both spouses, shares held for their children and 71,000 shares held by the Green Earth Charitable Trust, of which Sara Liang was trustee; Yih-Shyan (Wally) Liaw held 3,546,146 shares (9.2%) and Hwei-Ming (Fred) Tsai 449,687 (1.2%). The nine directors and executive officers held 14,717,150 shares (35.8%), and the company knew of no other holder above 5%. [src-020] - Documented: Supermicro's fiscal 2017 annual report, filed in 2019, showed holdings as of March 31, 2019, when 49,881,914 shares were outstanding: Charles Liang and Sara Liu were each listed with the same 8,330,684 shares (16.5%), their joint family block; Yih-Shyan (Wally) Liaw held 1,721,895 shares (3.4%), including 1,582,597 shares in the Liaw Family Trust of which he and his spouse were trustees and smaller holdings of family members; the 13 directors and executive officers held 21.1%; and Dimensional Fund Advisors was the only other holder above 5%, with 3,355,723 shares (6.7%). [src-016] - Documented: Supermicro's fiscal 2019 annual report states that as of November 30, 2019 its executive officers, directors, holders of 5% or more and their affiliated entities together beneficially owned 24.2% of its common stock, net of treasury stock. [src-044] - Documented: Supermicro's 2020 proxy statement showed holdings as of March 31, 2020, when 51,915,646 shares were outstanding: Charles Liang and Sara Liu were each listed with the same 8,307,360 shares (15.8%), their joint family block; the 13 directors and executive officers held 8,851,411 shares (16.7%); other holders above 5% were Disciplined Growth Investors, Inc. with 5,095,039 shares (9.8%), Oaktree Capital Management LP with 3,469,505 (6.7%) and Empyrean with 2,759,821 (5.3%). [src-019] - Documented: Supermicro's April 2023 proxy statement showed holdings as of February 28, 2023, before the 2024 stock split: Charles Liang and Sara Liu were each listed with the same 7,665,216 shares (14.1%), their joint family block; the 11 directors and executive officers held 7,894,550 shares (14.5%); other holders above 5% were BlackRock, Inc. with 5,457,942 shares (10.2%), The Vanguard Group with 5,083,962 (9.5%) and Disciplined Growth Investors Inc. with 4,510,871 (8.5%). [src-014] - Documented: Supermicro's March 2026 proxy statement showed holdings as of January 31, 2026, when 598,989,428 shares were outstanding: Charles Liang and Sara Liu together beneficially owned 82,084,339 shares (13.4%), including 40,426,120 shares held by Charles Liang, 607,399 held by Sara Liu, 25,672,520 held jointly and options of both; the 12 directors and executive officers held 99,092,937 shares (16.1%); The Vanguard Group reported 68,848,777 shares (11.5%) and BlackRock, Inc. 41,338,350 (6.9%). [src-001] - Documented: As of January 31, 2026, when he was still a director, Yih-Shyan (Wally) Liaw beneficially owned 15,546,165 Supermicro shares (2.6%), including 15,184,220 shares held by The Liaw Family Trust, of which he and his spouse are trustees, plus options and restricted stock units vesting within 60 days. [src-001] - Documented: Supermicro's fiscal 2026 annual report showed holdings as of July 31, 2026, when 656,965,384 shares were outstanding: Charles Liang and Sara Liu together beneficially owned 81,772,121 shares (12.2%), including 40,426,120 held by Charles Liang, 634,384 held by Sara Liu, 25,332,520 held jointly and options exercisable within 60 days (15,300,000 for Charles Liang and 72,313 for Sara Liu); the 13 directors and executive officers held 83,890,965 shares (12.5%). Other holders above 5% were Jane Street Group with 56,635,790 shares (8.6%), BlackRock, Inc. 41,338,350 (6.3%), Capital Ventures International 40,330,986 (6.1%), Vanguard Capital Management 37,930,655 (5.8%) and Vanguard Portfolio Management 32,934,329 (5.0%). [src-002] - Documented: SEC insider ownership records list Charles Liang as a reporting owner of Super Micro Computer, Inc. in the capacities of director, 10 percent owner and officer (President and CEO), with a mailing address at the company's office, 980 Rock Avenue, San Jose; Supermicro is the only issuer for which he files ownership reports. [src-021] - Documented: SEC insider ownership records list Sara Liu, under the name Liu Liang Chiu-Chu Sara, as a reporting owner of Super Micro Computer, Inc. in the capacities of director, 10 percent owner and officer (Senior VP and Treasurer). [src-022] - Documented: Supermicro's fiscal 2026 annual report discloses that on May 26, 2026 Sara Liu adopted a Rule 10b5-1 trading arrangement for the sale of up to 300,000 shares of Supermicro common stock, ending February 28, 2027. [src-002] - Documented: Form 4 reports show sales from the Liang–Liu family holdings in September and October 2026. On October 7, 2026 Sara Liu sold 100,000 Supermicro shares held directly, leaving 337,506 such shares, and Charles Liang reported the same sale as an indirect holding; his reports also show indirect sales of 42,565 and 57,435 shares on September 3 and 100,000 shares on September 4, 2026. After the October report Charles Liang held 40,426,120 shares directly. [src-023] [src-021] - Attributed: A Taiwanese business magazine reported in February 2024 that, when Charles Liang (梁見後) started Supermicro about 30 years earlier and lacked capital, his elder sister and younger brothers put in their savings or borrowed money to support him and thereby became original shareholders. [src-058] [src-119] - Qualification: Press account only; no filing reviewed lists Supermicro's founding shareholders. The 2007 registration statement does state that Steve Liang, a brother of Charles Liang, beneficially owned about 4.5% of the shares before the IPO. ## Supermicro's executive officers - Documented: According to his Form 4 reports, David Weigand held 134,730 Supermicro shares directly as of August 31, 2026 and was awarded 24,093 restricted stock units on August 27, 2026. [src-047] - Documented: According to his Form 4 reports, Don Clegg was awarded 12,440 employee stock options and 5,598 restricted stock units on May 8, 2026 and, after restricted stock units converted on May 10, 2026, held 50,540 Supermicro shares directly. [src-093] - Documented: According to his Form 4 reports, Jin (Tom) Xiao held 194,586 Supermicro shares directly as of August 31, 2026. [src-094] - Documented: According to his Form 4 report, George Kao sold 56,904 Supermicro shares on November 24, 2025, after which he held 134,691 shares directly. [src-078] - Documented: Supermicro's Form 8-K of January 30, 2018 announced that three senior executives had resigned effective that day: Wally Liaw, Senior Vice President of International Sales, who also resigned from the Board of Directors; Phidias Chou, Senior Vice President, Worldwide Sales; and Howard Hideshima, Senior Vice President and Chief Financial Officer. [src-006] - Documented: Supermicro's Form 8-K of January 30, 2018 also announced the appointment of Kevin Bauer as Senior Vice President and Chief Financial Officer effective that day. Bauer had been Supermicro's Senior Vice President, Corporate Development and Strategy since January 2017; before that he was Senior Vice President and Chief Financial Officer of Pericom Semiconductor Corporation from February 2014 until its sale in November 2015, and Chief Financial Officer of Exar Corporation from June 2009 to December 2012. [src-006] - Documented: Supermicro's proxy statement of March 3, 2026 states that co-founder Yih-Shyan (Wally) Liaw was an employee holding executive positions, including Senior Vice President of Worldwide Sales and Corporate Secretary, and a member of the Board from 1993 until January 2018, when he resigned from all positions during a period in which Supermicro was not current in its SEC filings. According to the proxy, his resignation followed the completion of an Audit Committee investigation and was connected with a restructuring of the sales organization undertaken to remediate material weaknesses in internal control over financial reporting. [src-001] - Documented: Supermicro's March 2026 proxy statement states that Yih-Shyan (Wally) Liaw was retired from February 2018 until June 2020, when he became President of 2CRSi Corporation, a server maker headquartered in Strasbourg, France. He returned to Supermicro as a consultant on business development in May 2021, rejoined full time as Senior Vice President, Business Development in August 2022, was reappointed to the Board in December 2023 and was re-elected to a three-year term in January 2024. [src-001] - Documented: Supermicro's press release of March 20, 2026 announced the appointment of DeAnna Luna as acting Chief Compliance Officer, effective immediately. She had joined Supermicro in 2024 as Vice President of Global Trade & Sanctions Compliance, after roles that included Director Global Export Licensing & Classification at Intel Corporation and Senior Director of Global Trade Compliance at Teledyne Technologies. [src-005] - Documented: Supermicro's annual report for fiscal 2026 (the year ended June 30, 2026) states that David Weigand also served as Chief Compliance Officer until March 2026, when an acting Chief Compliance Officer was appointed; the report spells her name “DeAnna Luca”. In December 2024 the Board's Special Committee had found that the Chief Financial Officer and Chief Compliance Officer functions had been combined longer than anticipated and recommended that a separate Chief Compliance Officer be appointed promptly. [src-002] [src-042] - Documented: Supermicro's March 2026 proxy statement states that David Weigand had served as Senior Vice President and Chief Financial Officer since February 2021 and as Chief Compliance Officer since May 2018. Before joining Supermicro he was a Vice President at Hewlett Packard Enterprise from November 2016 to April 2018 and Vice President, Tax at Silicon Graphics International, Inc. from September 2013 until its acquisition by Hewlett Packard Enterprise in November 2016. [src-001] - Documented: Supermicro's Form 8-K reported that on January 29, 2021 Kevin Bauer, Senior Vice President, Chief Financial Officer and Corporate Secretary and the company's principal financial and principal accounting officer, resigned from his positions to pursue other interests, and that David Weigand, then Senior Vice President and Chief Compliance Officer, was appointed Senior Vice President, Chief Financial Officer and Corporate Secretary. [src-011] - Documented: Supermicro's Form 8-K of December 2, 2024 reported that the Special Committee of the Board had completed its investigation and recommended, among other things, that the company recruit a new Chief Financial Officer and appoint a Chief Accounting Officer; effective November 27, 2024 the Board adopted all of the recommendations and began a search for a new Chief Financial Officer. David Weigand was to remain Chief Financial Officer until a successor was appointed. [src-042] - Documented: Supermicro's Form 8-K of December 2, 2024 announced the appointment of Kenneth Cheung as Senior Vice President, Chief Accounting Officer and principal accounting officer, effective November 27, 2024; until then David Weigand had been both principal financial officer and principal accounting officer. Cheung had been Vice President, Corporate Controller since January 2018, having joined Supermicro in September 2017; earlier he was Assistant Corporate Controller at Lumentum Holdings Inc. (April 2015 to September 2017) and Corporate Controller at Pericom Semiconductor Corp (June 2010 to March 2015), after starting in public accounting at Ernst & Young and PricewaterhouseCoopers. [src-042] - Documented: Supermicro's Form 8-K reported that on October 14, 2026 the Board appointed Mark Long Chief Financial Officer effective immediately, at which time David Weigand ceased to serve in that role. Long had been a principal of Prime Impact Capital, LLC since 2019, Co-Chief Executive Officer and Chief Financial Officer of the special purpose acquisition company Prime Impact Acquisition I from 2020 to 2023, and Chief Financial Officer of Western Digital Corporation from 2016 to 2019. The filing reports no family relationship with any director or executive officer and no transaction requiring disclosure under Item 404(a) of Regulation S-K. [src-010] - Documented: Supermicro's March 2026 proxy statement states that Don Clegg had served as Senior Vice President of Worldwide Sales since February 2018, after serving as Vice President of Marketing and Worldwide Business Development, and had been an employee since April 2006. [src-001] - Documented: Supermicro's annual report for fiscal 2026 states that Don Clegg retired as Senior Vice President of Worldwide Sales effective May 15, 2026 and, under an Independent Contractor Agreement dated May 16, 2026, continues to provide consulting services until November 15, 2026 unless the company renews the agreement, for a monthly fee of $19,450 for up to 40 hours of services per month. [src-002] - Documented: George Kao joined Supermicro in October 2016 and served as its Vice President and then Senior Vice President of Operations; from October 2006 to September 2016 he was Vice President of Operations of Pericom Semiconductor Corp. (annual report for fiscal 2017). Supermicro's March 2026 proxy statement states that he retired on December 31, 2025, and the annual report for fiscal 2026 states that Jin Xiao assumed his responsibilities in addition to his own as Senior Corporate Vice President of Engineering. [src-016] [src-001] [src-002] - Documented: Supermicro's March 2026 proxy statement states that Jin (Tom) Xiao had served as Senior Corporate Vice President of Engineering since January 2026, directing software engineering and product development, switch development, lab validation and global IT operations; he joined Supermicro in 2001 as a Staff Hardware Design Engineer. [src-001] - Documented: Supermicro's annual report for fiscal 2026 states that Vikranth Malyala had served as Chief Business Officer since May 2026. He joined Supermicro in 2009, was Managing Director of Europe, the Middle East and Africa and Senior Vice President of Field Application Engineering from October 2021 to January 2024, and Senior Vice President of Technology & AI and President & Managing Director of EMEA from January 2024 to May 2026; earlier he held engineering and marketing roles at Broadcom Corp from 2001 to 2008. [src-002] - Documented: Supermicro's annual report for fiscal 2026 states that Matthew Thauberger had served as Chief Revenue Officer since May 2026, having joined Supermicro in April 2020 as Senior Vice President of Strategy and Business Development; before that he was Vice President of Sales at Burlywood, Inc., General Manager of U.S. Sales at Inspur Systems and held executive positions at AMAX. [src-002] - Documented: In a press release of March 31, 2025, filed as an exhibit to a Form 8-K, Supermicro announced that Yitai Hu had been promoted to General Counsel and Senior Vice President, Corporate Development, reporting directly to the Chief Executive Officer, as part of expanding the in-house legal department. The release described him as a former partner at Norton Rose Fulbright US LLP, Wilson Sonsini Goodrich & Rosati, Alston & Bird LLP and Akin Gump Strauss Hauer & Feld LLP and a trial attorney in intellectual property. [src-091] - Documented: The annual report for fiscal 2017, filed in May 2019, lists Supermicro's executive officers as of March 31, 2019 as Charles Liang (President, Chief Executive Officer and Chairman), Kevin Bauer (Senior Vice President, Chief Financial Officer), Don Clegg (Senior Vice President of Worldwide Sales), George Kao (Senior Vice President of Operations), David Weigand (Senior Vice President, Chief Compliance Officer) and Sara Liu (Co-Founder, Senior Vice President and director). Its other directors, all determined to be independent, were Laura Black, Michael S. McAndrews, Hwei-Ming (Fred) Tsai, Saria Tseng, Sherman Tuan and Tally Liu. [src-016] - Documented: EDGAR's list of persons reporting ownership of Supermicro shares records these officer capacities: Jin Xiao, Sr. Corporate VP, Engineering; Kenneth Cheung, SVP, Chief Accounting Officer; Vikranth Malyala, SVP, Chief Business Officer; Matthew Thauberger, Chief Revenue Officer (listed as “other”); David Weigand, SVP, Chief Compliance Officer; and Don Clegg, SVP, Worldwide Sales. [src-022] - Documented: The same EDGAR list of Supermicro reporting persons also records former insiders in their reported capacities: Alex Hsu as Chief Sales & Marketing Officer, Phidias Chou as VP Worldwide Sales, Howard Hideshima as an officer, and Yih-Shyan (Wally) Liaw as director and Secretary & VP of International Sales. [src-022] - Documented: The EDGAR owner pages of David Weigand, Don Clegg, George Kao, Jin Xiao, Vikranth Malyala, Matthew Thauberger, Alex Hsu, Howard Hideshima and Phidias Chou each show Super Micro Computer, Inc. as the issuer of the reported holdings and Supermicro's 980 Rock Avenue, San Jose office as the mailing address. Hideshima's page records his capacity as Chief Financial Officer and Kao's as SVP, Operations. [src-047] [src-093] [src-078] [src-094] [src-051] [src-117] [src-116] [src-063] [src-092] - Documented: Howard Hideshima's EDGAR owner page shows his last reported Supermicro transaction on November 22, 2017. Phidias Chou's page shows his last reported transactions on November 10, 2017, when 338 restricted stock units converted into shares and 128 shares were withheld, leaving 1,560 shares held directly. [src-063] [src-092] - Documented: Supermicro's Chinese-language leadership page states that Alex Hsu is its senior chief executive for strategic business and has held senior positions since October 2003: president of the European office and vice president of operations (2003–2004), senior vice president of sales (2004–2006), chief sales and marketing officer (July 2006 to August 2009), senior chief executive for strategic business and executive director of Supermicro Technology (Beijing) Co., Ltd. from August 2009, and chief operating officer from 2019 to 2021. It states that he has been chairman of Supermicro Taiwan since February 2018 and was earlier president and chief operating officer of Bizlink and of Oplink Communications, Inc. [src-112] - Documented: Alex Hsu's EDGAR owner page shows an initial Form 3 dated March 28, 2007 reporting 120,000 Supermicro shares held indirectly, and a second Form 3 dated September 12, 2019 reporting 606 shares held directly; on March 27, 2020 he was awarded options over 38,000 shares and 30,000 restricted stock units. [src-116] - Documented: A Chinese-language notice of Asia University dated April 10, 2024, describing a visit by the university's delegation to Supermicro's headquarters in March 2024, names Supermicro's Alex Hsu as 許春來, with the title senior chief executive for corporate strategy (資深首席企業策略執行). [src-111] - Unresolved: Two notices by Asia University about the same March 2024 visit by its delegation to Supermicro's headquarters describe Phidias Chou differently: the English notice of April 15, 2024 says the delegation met Charles Liang and “consultants Alex Hsu and Phidias Chou”, while the Chinese notice of April 10, 2024 calls Chou a senior vice president (資深副總裁) and Hsu a senior chief executive for corporate strategy. [src-084] [src-111] [src-006] - Qualification: Both accounts come from the visiting university, not from Supermicro. Supermicro's own leadership page describes Alex Hsu as a current senior executive rather than a consultant, so the English notice's label is not reliable for him; no Supermicro record reviewed states Chou's capacity in 2024. His last recorded Supermicro office was Senior Vice President, Worldwide Sales, which he resigned effective January 30, 2018. - Documented: Silvaco, Inc. announced on February 20, 2020 that it had appointed Howard Hideshima as Chief Financial Officer. The announcement described him as Supermicro's former Senior Vice President and Chief Financial Officer, who had led its 2007 initial public offering, and listed earlier senior roles at Force10 Networks, Virtual Silicon Technology, Internet Corporation and ESS Technology. [src-108] - Documented: On August 25, 2020 the SEC also instituted and simultaneously settled separate cease-and-desist proceedings against Howard Hideshima, Supermicro's former Chief Financial Officer (Administrative Proceeding File No. 3-19928, Release No. 34-89657). In its orders the Commission found that the respondents violated the federal securities laws through the improper accounting of fiscal 2015 to 2017, and that Hideshima signed and/or approved the misstated reports. He was ordered to pay disgorgement of $260,844.00, prejudgment interest of $40,212.00 and a civil money penalty of $50,000.00. [src-055] - Qualification: The records reviewed include the SEC's Fair Fund page describing the Hideshima order, not the order itself; whether he admitted or denied the findings is not stated in the retained record. ## Supermicro's board of directors - Documented: A proxy statement Supermicro filed in early 2011 described a seven-member board in three classes: Charles Liang and Sherman Tuan (Class I), Yih-Shyan (Wally) Liaw, Edward J. Hayes, Jr. and Gregory K. Hinckley (Class II), and Chiu-Chu (Sara) Liu Liang and Hwei-Ming (Fred) Tsai (Class III). The board determined that four of the seven were independent under Nasdaq listing standards: Tuan, Hayes, Hinckley and Tsai. [src-020] - Documented: In the same proxy statement the three standing committees consisted only of independent directors: the Audit Committee was chaired by Edward J. Hayes, Jr. with Hwei-Ming (Fred) Tsai and Gregory K. Hinckley as members; the Compensation Committee was chaired by Sherman Tuan with Tsai; and the Nominating and Corporate Governance Committee was chaired by Tsai with Tuan. [src-020] - Documented: Supermicro's annual report for fiscal 2017 states that Saria Tseng, Hwei-Ming (Fred) Tsai and Sherman Tuan served on the Compensation Committee during fiscal 2017. [src-016] - Documented: The proxy statement for Supermicro's annual meeting of June 5, 2020 asked stockholders to elect all eight sitting directors: Charles Liang, Tally Liu and Sherman Tuan (Class I), Sara Liu, Michael S. McAndrews and Hwei-Ming (Fred) Tsai (Class II), and Daniel W. Fairfax and Saria Tseng (Class III). It explained that no annual meeting for the election of directors had been held since the meeting following fiscal 2016. [src-019] - Documented: The proxy statement for Supermicro's annual meeting of May 19, 2023 reported eight authorized and eight serving directors: Charles Liang, Sherman Tuan, Tally Liu, Robert Blair, Judy Lin, Sara Liu, Daniel Fairfax and Shiu Leung (Fred) Chan. The company stated that, apart from Charles Liang and Sara Liu, who are married to each other, there were no family relationships among its directors and executive officers. [src-014] - Documented: Supermicro's proxy statement of March 2026 reported nine directors, of whom the board had determined six to be independent under SEC rules and Nasdaq listing requirements: Judy Lin, Robert Blair, Scott Angel, Sherman Tuan, Susan Mogensen (Susie Giordano) and Tally Liu. The other three directors were Charles Liang, Sara Liu and Yih-Shyan (Wally) Liaw. [src-001] - Documented: According to the March 2026 proxy statement, Supermicro's board met 26 times in fiscal 2025 (22 special meetings) and the Audit Committee 70 times (66 special meetings). At the proxy date the Audit Committee was Tally Liu (chair), Robert Blair and Scott Angel; the Compensation Committee was Susan Mogensen (chair), Sherman Tuan and Tally Liu; the Governance Committee was Judy Lin (chair), Robert Blair and Sherman Tuan. [src-001] - Documented: Supermicro's annual report for fiscal 2026 states that, as of its filing in August 2026, the board had eight authorized and eight serving directors, six of them independent: Judy Lin, Robert Blair, Scott Angel, Sherman Tuan, Susan Mogensen (Susie Giordano) and Tally Liu; the others were Charles Liang and Sara Liu. Yih-Shyan (Wally) Liaw had resigned from the board effective March 20, 2026. [src-002] - Documented: In fiscal 2026 Supermicro's board met 24 times, 18 of them special meetings, and the Audit Committee met 21 times, 10 of them special meetings; the annual meeting of stockholders for fiscal 2026 was held on April 15, 2026. [src-002] - Documented: During fiscal 2024 Supermicro adopted a new compensation clawback policy, effective October 25, 2023, which it describes as complying with new Nasdaq rules and SEC requirements. [src-001] - Documented: On May 3, 2024 Nasdaq notified Supermicro that it did not comply with Listing Rule 5605(c)(2)(A), which requires an audit committee of three independent directors, after Shiu Leung (Fred) Chan resigned from the board and the Audit Committee. On May 9, 2024, within the cure period, the company added Robert Blair and Judy Lin to the Audit Committee, which then consisted of Tally Liu, Dan Fairfax, Robert Blair and Judy Lin. [src-043] - Unresolved: Supermicro's filings give two different start dates for Sara Liu's board service. A 2007 registration statement, the proxy statements of 2011, 2023 and 2026 and the annual reports for fiscal 2023 through fiscal 2026 say she has been a director since the company's inception in September 1993; the annual reports for fiscal 2017 (filed in 2019), 2019, 2020 and 2021 and the 2020 proxy statement say she has been a director since March 2007. [src-001] [src-020] [src-045] [src-002] [src-016] [src-019] [src-014] [src-012] [src-121] [src-044] [src-062] [src-061] [src-119] - Qualification: The filings do not reconcile the two dates, and this publication does not choose between the two accounts. - Response: The 2011 and 2020 proxy statements note generally that listed dates include service as directors of predecessor companies; neither says which date applies to Sara Liu. - Outcome: The filings reviewed from 2023 to 2026 all use the September 1993 date; none of them explains the change from March 2007. - Documented: Yih-Shyan (Wally) Liaw, a Supermicro co-founder, was described in the 2011 proxy statement as Vice President of International Sales, Corporate Secretary and a director since the company's inception in September 1993; from 1988 to 1991 he had been Vice President of Engineering at Great Tek, a computer company. He resigned from the board in January 2018, was reappointed in December 2023 and resigned again effective March 20, 2026. [src-020] [src-006] [src-001] [src-002] - Documented: Tally Liu was appointed to Supermicro's board and Audit Committee on January 30, 2019 and became chair of the Audit Committee on June 30, 2019. Before retiring in 2015 he was Chief Executive Officer of Wintec Industries (2012–2015) and Chairman and Chief Executive Officer of Newegg, Inc. (2008–2010, also President in 2008); earlier he held positions at Knight Ridder Inc., including Vice President of Internal Audit. [src-019] [src-001] [src-022] [src-024] - Documented: Tally Liu was appointed Supermicro's lead independent director in December 2023 for a one-year term and was re-appointed in January 2025 for a further one-year term expiring in January 2026. [src-012] - Documented: Sherman Tuan has been a Supermicro director since February 2007. He founded PurpleComm, Inc. (doing business as 9x9.tv), where he was Chief Executive Officer from January 2005 to January 2018 and Chairman from June 2003 to January 2018, and he founded TelTel, a VoIP operator he led as Chief Executive Officer from June 2003 to June 2011. From September 1999 to May 2002 he was a director of Metromedia Fiber Network, Inc. [src-001] [src-002] [src-022] [src-027] - Documented: Sherman Tuan co-founded AboveNet Communications, Inc., serving as President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and director from March 1996 to September 1999; Supermicro's fiscal 2026 annual report also describes him as Founder and Chief Executive Officer of AboveNet Communications, Inc. from September 2011 until his retirement in December 2021. [src-001] [src-002] - Documented: On March 26, 2025 Supermicro's board increased the number of directors to ten and appointed Scott Angel a Class II director effective March 31, 2025, for an initial term ending at the annual meeting following fiscal 2026. Angel spent over 37 years in the audit and assurance practice of Deloitte & Touche LLP, including 25 years as an audit partner in Silicon Valley, and led its semiconductor industry practice from 1993 until retiring in December 2017. [src-091] [src-001] [src-022] [src-097] - Documented: Deloitte & Touche LLP, where Scott Angel worked until December 2017, was Supermicro's independent auditor from 2003 until it became the predecessor auditor in 2023. [src-001] [src-012] - Documented: In January 2026 Scott Angel was appointed Supermicro's lead independent director for a one-year term expiring in January 2027. The lead independent director presides over executive sessions of the independent directors and coordinates with the Chairman of the Board. [src-002] - Documented: Judy Lin has been a Supermicro director since April 2022. A retired executive with 30 years in the disk drive industry, she was Vice President of Western Digital Media Operations from September 2007 until September 2012 and an independent director of MORESCO Corporation, a Japanese specialty chemicals manufacturer, from June 2014 to May 2022. [src-001] [src-022] [src-054] - Documented: Robert Blair has been a Supermicro director since December 2022. He was President and Chief Executive Officer of ESS Technology, Inc., a fabless semiconductor company, from September 1999 through July 2018 and a director from September 1999 through August 2019, and has been a director of Pictos, Inc. since July 2008. [src-001] [src-022] [src-025] - Documented: Susan Mogensen, also known as Susie Giordano, has been a Supermicro director since August 2024 and Chief Legal Officer of Lime since September 2024; she previously worked at Intel for about 11 years, most recently as interim general counsel. She joined the Compensation Committee on June 4, 2025 and chaired it at the date of the March 2026 proxy. SEC ownership records list her as Giordano Susie until August 28, 2024 and as Mogensen Susan afterwards. [src-001] [src-022] [src-096] - Documented: SEC EDGAR's list of reporting owners for Super Micro Computer, Inc. records the directors Tally Liu (as LIU TALLY C), Robert Blair (BLAIR ROBERT L), Scott Angel, Susie Giordano (later Susan Mogensen), Judy Lin (Lin Judy L.) and Sherman Tuan as directors. The individual EDGAR pages of Angel, Lin, Mogensen and Tuan list Supermicro as the only issuer for which they report ownership. [src-022] [src-054] [src-096] [src-097] [src-027] - Documented: Daniel W. Fairfax was a Supermicro director from July 2019 until June 4, 2025, when he did not stand for re-election at the annual meeting and his service ended; in the proxy for the May 19, 2023 annual meeting he was a Class III director sitting on the Audit and Compensation Committees. He had been Senior Vice President and Chief Financial Officer of Brocade Communications from June 2011 to November 2017. [src-014] [src-022] [src-001] - Documented: In 2020 Daniel W. Fairfax was also a director of Energous Corporation (a Delaware corporation based in San Jose, formerly DvineWave Inc.) and chair of its audit committee. His EDGAR insider page lists him as a director of Energous and of Supermicro and, earlier, as an officer of Brocade Communications Systems (CFO, VP of Finance), Foundry Networks (Corporate Controller and principal accounting officer) and GoRemote Internet Communications (SVP Finance and CFO). [src-019] [src-034] [src-067] - Documented: Shiu Leung (Fred) Chan was appointed to Supermicro's board on October 28, 2020 and resigned as a director on March 11, 2024. He founded and is president of KCR Development, Inc., a real estate developer, and founded ESS Technology, Inc., which he most recently chaired from 2015 to 2019 while it was privately held; his EDGAR page lists him at ESS Technology as director, 10 percent owner and Chairman of the Board. [src-014] [src-022] [src-026] [src-061] [src-012] - Documented: Two directors who served together on Supermicro's board from December 2022 until March 2024 had led the same earlier company: Robert Blair was ESS Technology's President and Chief Executive Officer from 1999 to 2018, and Fred Chan founded ESS Technology and chaired it from 2015 to 2019. Bruce J. Alexander, whom SEC EDGAR lists as a director of both Supermicro and ESS Technology in 2007, was a third link to the same company. [src-001] [src-014] [src-050] [src-012] - Documented: ESS Technology, Inc., a California semiconductor company, ended its SEC reporting in 2008: on July 1, 2008 it filed Form 15-12G terminating the registration of its securities and a Form 25-NSE removal from listing was filed, following a merger proxy. Robert Blair describes ESS Technology as having been listed on Nasdaq for nine years. [src-066] [src-001] - Documented: SEC EDGAR lists Bruce J. Alexander as a director reporting owner of two issuers, Super Micro Computer, Inc. (listed transaction date March 28, 2007) and ESS Technology, Inc. (February 16, 2007). He is not among the seven directors named in Supermicro's 2011 proxy statement. [src-022] [src-050] [src-020] - Documented: Saria Tseng was a Supermicro director from November 2016 until her term expired at the annual meeting of May 18, 2022. Throughout, she served (since 2004) as Vice President of Strategic Corporate Development, General Counsel and Secretary of Monolithic Power Systems, Inc. (MPS), a semiconductor supplier with which Supermicro disclosed transactions as a related party; EDGAR lists her as an officer of MPS and a director of Supermicro. [src-016] [src-014] [src-022] [src-033] - Documented: Laura Black was a Supermicro director from April 2012 until she resigned from the board on June 26, 2019; since March 1999 she has been a Managing Director of the investment bank Needham & Company, LLC. EDGAR also lists her as a director of Teledyne Technologies, Viavi Solutions (formerly JDS Uniphase) and Ichor Holdings. [src-016] [src-022] [src-035] [src-019] - Documented: Michael S. McAndrews was a Supermicro director from February 2015 until May 28, 2021, when he was not nominated for re-election at the annual meeting. He has been a Principal of the Silicon Valley accounting firm Abbott, Stringham & Lynch since September 2013 and was a Partner at PricewaterhouseCoopers LLP from June 2002 to June 2013; his EDGAR page lists Supermicro as his only reporting issuer. [src-016] [src-022] [src-095] [src-061] - Documented: Hwei-Ming (Fred) Tsai was a Supermicro director from August 2006 until May 28, 2021, when he was not nominated for re-election. He was an independent director of ANZ Bank (Taiwan) Limited from September 2013 to April 2019 and of Dynapack International Technology Corporation, a Taiwanese public company, from June 2017, an independent consultant from January 2010, and earlier Executive Vice President and Chief Financial Officer of SinoPac Bancorp until December 2009. [src-016] [src-022] [src-036] [src-061] - Documented: SEC EDGAR's list of reporting owners for Super Micro Computer, Inc. also records former directors Shiu Leung (Fred) Chan, Daniel W. Fairfax, Saria Tseng, Michael S. McAndrews, Laura Black and Hwei-Ming (Fred) Tsai as directors; Tsai's individual page lists Supermicro as the only issuer for which he reported ownership. [src-022] [src-036] - Documented: Edward J. Hayes, Jr. was a Supermicro director from February 2007 and still served in 2011. At that time he was Chief Financial Officer of Pillar Data Systems, Inc. (since August 2006), had been Executive Vice President and Chief Financial Officer of Quantum Corporation (July 2004 to August 2006), and was a director and Audit Committee member of Alaska Communications Systems Group, Inc. His EDGAR page later lists him as Senior VP and CFO of Aviat Networks, Inc. [src-020] [src-048] - Documented: Gregory K. Hinckley was a Supermicro director from January 2009 and still served in 2011, when he was President and interim Chief Financial Officer of Mentor Graphics Corporation, a provider of electronic design automation software, and a director of ArcSoft, Inc. and Intermec, Inc. His EDGAR page also lists directorships at Bio-Rad Laboratories, SI-BONE, Intermec and Amkor Technology and his Mentor Graphics roles as director, President and COO. [src-020] [src-049] - Documented: Supermicro's proxy statement filed in early 2011 disclosed transactions with Mentor Graphics, where director Gregory Hinckley was president: in fiscal 2010 Supermicro sold $630,000 of products to Mentor Graphics and bought a product from it for $68,000, and at June 30, 2010 Mentor Graphics owed Supermicro $87,000. Mentor Graphics, an Oregon corporation, terminated its SEC registration with Form 15-12B on April 10, 2017. [src-080] [src-020] - Documented: In a press release dated March 20, 2026, the day after federal prosecutors unsealed the indictment against him, Supermicro announced that Yih-Shyan “Wally” Liaw had resigned from its Board of Directors effective immediately, leaving the Board with eight directors and no change to its committee structure; it reported the change on Form 8-K under Item 5.02 the same day. The release did not state a reason for the resignation and did not mention the indictment. [src-005] [src-041] [src-002] ## Ablecom and Compuware as Supermicro suppliers - Documented: Supermicro's annual reports describe Ablecom Technology Inc. and Compuware Technology Inc. as privately held Taiwan-based companies and related parties whose sales to Supermicro make up a substantial majority of their net sales. In the annual report for fiscal 2024 (the year ended June 30, 2024) purchases from the two companies represented 8.3%, 6.6% and 4.3% of Supermicro's cost of sales for fiscal 2022, 2023 and 2024. [src-012] [src-044] - Qualification: The annual report for fiscal 2019 describes Compuware differently: it states that Compuware's sales of Supermicro products to others make up a majority of Compuware's net sales. - Documented: Supermicro's annual reports put its purchases from Ablecom and Compuware combined at 13.8%, 12.8% and 11.1% of cost of sales for fiscal 2015, 2016 and 2017; 9.0% and 9.2% for fiscal 2018 and 2019; 8.3%, 6.6% and 4.3% for fiscal 2022, 2023 and 2024; and 3.3% and 2.1% for fiscal 2025 and 2026. [src-016] [src-044] [src-012] [src-002] - Documented: In the prospectus for its 2007 initial public offering Supermicro stated that its purchases from Ablecom represented about 32.1%, 32.2% and 31.3% of its cost of sales in fiscal 2004, 2005 and 2006, and 37.3% and 33.8% in the three months ended September 30, 2005 and 2006, and that Ablecom's sales to Supermicro made up a substantial majority of Ablecom's net sales. [src-119] - Documented: Supermicro bought products from Ablecom worth $123.1 million in fiscal 2015, $117.6 million in fiscal 2016 and $118.5 million in fiscal 2017, and owed Ablecom $29.8 million at June 30, 2016 and $30.8 million at June 30, 2017. It also paid Ablecom $4.9 million, $7.8 million and $5.2 million in those years for design services, tooling assets and miscellaneous costs. Its outstanding purchase orders to Ablecom were $22.8 million at June 30, 2016 and $23.5 million at June 30, 2017. [src-016] - Documented: According to Supermicro's annual report for fiscal 2019, it bought products from Ablecom worth $144.4 million in fiscal 2018 and $137.9 million in fiscal 2019, owed Ablecom $49.2 million at June 30, 2018 and $33.9 million at June 30, 2019, and paid Ablecom $7.9 million and $7.4 million in those years for design services, tooling assets and miscellaneous costs. Outstanding purchase orders to Ablecom were $39.3 million at June 30, 2018 and $31.0 million at June 30, 2019. [src-044] - Documented: Supermicro bought products from Ablecom worth $152.5 million in fiscal 2020, $122.2 million in fiscal 2021 and $192.4 million in fiscal 2022, and owed Ablecom $40.1 million, $41.2 million and $46.0 million at the end of those years. Its annual report for fiscal 2023 gives $36.9 million owed to Ablecom at June 30, 2023 and payments to Ablecom for design services, tooling assets and miscellaneous costs of $8.6 million, $8.3 million and $12.1 million in fiscal 2021, 2022 and 2023. [src-014] [src-045] [src-001] - Qualification: The proxy statement of March 2026 gives a different figure, $35.7 million, for the amount owed to Ablecom at June 30, 2023; the records reviewed do not explain the difference. - Documented: Supermicro's proxy statement of March 2026 reports purchases from Ablecom of $167.8 million in fiscal 2023, $269.3 million in fiscal 2024 and $321.9 million in fiscal 2025; amounts owed to Ablecom of $35.7 million, $98.6 million and $55.5 million at the end of those years; and payments of $12.1 million, $16.5 million and $23.7 million for design services, tooling assets and miscellaneous costs. It states that Ablecom's sales to Supermicro make up a majority of Ablecom's net sales. [src-001] - Documented: The related-party note in Supermicro's annual report for fiscal 2026 shows, in thousands of dollars, cost of sales from Ablecom of $269,256 (fiscal 2024), $321,866 (fiscal 2025) and $390,491 (fiscal 2026); fixed-asset purchases from Ablecom of $11,990, $18,659 and $12,737; and research and development costs with Ablecom of $4,513, $5,026 and $5,320. For Compuware it shows cost of sales of $280,801, $328,258 and $335,203; net sales to Compuware of $46,618, $30,238 and $19,984; and sales and marketing costs of $1,649 in fiscal 2025 and $1,776 in fiscal 2026. Total related-party cost of sales was $650,658 in fiscal 2025 and $725,694 in fiscal 2026. [src-002] - Documented: Supermicro's accounts payable to Ablecom were $55,460 thousand at June 30, 2025 and $64,313 thousand at June 30, 2026, and its accounts payable to Compuware were $74,292 thousand and $52,749 thousand at the same dates. [src-002] - Documented: Supermicro's outstanding purchase orders to Ablecom were $39.5 million cancelable and $36.0 million non-cancelable at June 30, 2022, $37.4 million and $23.7 million at June 30, 2023, and $99.0 million and $58.8 million at June 30, 2024; non-cancelable orders were $30.6 million at June 30, 2025 and $59.8 million at June 30, 2026. Supermicro describes the non-cancelable orders as its maximum exposure to loss from Ablecom and states that it does not guarantee any obligations of Ablecom or losses of its equity holders. [src-045] [src-012] [src-002] - Documented: Ablecom manufactured about 91.8%, 88.2% and 91.9% of the chassis included in the products Supermicro sold in fiscal 2021, 2022 and 2023, and about 93.6%, 95.4% and 95.3% of the chassis Supermicro purchased in fiscal 2024, 2025 and 2026. The annual report for fiscal 2026 states that Ablecom makes substantially all the chassis in Supermicro's products and that Supermicro's business could suffer if Ablecom suddenly became unable to supply them and substitute suppliers could not be qualified quickly. [src-045] [src-002] - Qualification: The earlier percentages measure chassis in products sold and the later ones chassis purchased; the two series are not on the same basis. - Documented: Under its agreements with Ablecom, Supermicro outsources part of its design work and a significant part of its server-chassis manufacturing. Supermicro pays Ablecom for design, engineering and tooling and keeps the intellectual property; Ablecom buys most materials from third parties, while components that Supermicro supplies, such as power supplies, are sold back to Supermicro at the price at which Supermicro sold them, so these component transactions produce no revenue for Supermicro. The agreements include product development, production and service agreements, credit agreements, product manufacturing and manufacturing services agreements and warehouse leases. [src-012] [src-002] - Documented: Supermicro filed with the SEC in 2007, as Exhibit 10.24, a Product Manufacturing Agreement with Ablecom Technology Inc. dated January 8, 2007. Ablecom agreed to manufacture products under Supermicro's purchase orders for an initial one-year term that renews automatically for one-year periods unless Supermicro gives three months' or Ablecom six months' notice of non-renewal. During the term Supermicro agreed not to contract any third party to manufacture the products, a restriction that lapses if Ablecom is unable or unwilling to manufacture, raises its fees by more than an agreed annual percentage, or misses the agreed delivery schedule. [src-060] - Documented: The 2007 Product Manufacturing Agreement was signed for Ablecom by Steve Liang as President on December 29, 2006 and for Supermicro by its CFO Howard Hideshima on January 8, 2007. It gives Ablecom's principal place of business as 5th Floor, No. 228, Lian-Cheng Rd., Chung-Ho City, Taipei County, Taiwan. [src-060] - Documented: Supermicro's annual report for fiscal 2024 states that, under its agreements with Ablecom and subject to certain exceptions, Ablecom has the exclusive right to be Supermicro's supplier of the specific products developed under those agreements. [src-012] - Documented: Before its 2007 initial public offering Supermicro also sold server products to Ablecom under a distribution agreement for Taiwan, with net sales to Ablecom of about $3.9 million in fiscal 2006 and $1.8 million in the three months ended September 30, 2006, on terms the company called comparable to those of similar third-party distributors. Its Taiwan subsidiary leased about 14,000 square feet of office and factory space from Ablecom for about $13,000 a month under a one-year lease expiring in February 2007, and from October 2004 to February 2006 leased about 8,400 square feet from Ablecom for about $6,200 a month. [src-119] - Documented: Supermicro's annual report for fiscal 2026 states that it expects Ablecom and/or Compuware to continue warehousing an increasing number of components and subassemblies made by multiple suppliers before shipment to Supermicro's facilities in the United States and Europe, that it expects to continue leasing office space from them in Taiwan for research and development, and that it operates a joint management company with Ablecom for the common areas of their separately built manufacturing facilities in Taiwan. [src-002] - Documented: On November 8, 2021 Supermicro's wholly owned Taiwan subsidiary signed a Tripartite Agreement with Ablecom and Compuware for a three-way purchase of land near Supermicro's campus in Bade, Taiwan. Ablecom later advised that its agreements to buy the land from the third-party owners had been terminated, and the Tripartite Agreement was terminated in the quarter ended December 31, 2022. [src-014] - Documented: During fiscal 2026 Supermicro entered into a 50-year superficies (land-use right) agreement with Ablecom covering three parcels of land in Taoyuan, Taiwan, which produces recurring lease income for Supermicro with rent adjusted periodically to the Taoyuan announced land value index; the rental income recognised in fiscal 2026 was not material. [src-002] - Documented: In the fourth quarter of fiscal 2026 Supermicro arranged for Ablecom to resell certain Supermicro products to an end customer in Japan. Supermicro states that the transaction was in the ordinary course of business and on terms consistent with those negotiated with other third-party resellers for similar transactions. [src-002] - Documented: Supermicro's annual report for fiscal 2026 states that Supermicro has extended a $10.0 million trade credit line to Ablecom with net 30-day payment terms under a credit agreement. [src-002] - Documented: Supermicro's annual report for fiscal 2024 states that Ablecom and Compuware are each developing campuses close to the campus Supermicro is developing in Malaysia, to expand manufacturing. [src-012] - Documented: According to Supermicro's annual report for fiscal 2019, it sold products to Compuware worth $46.9 million in fiscal 2018 and $17.7 million in fiscal 2019 and bought products from Compuware worth $118.3 million and $138.9 million. Compuware owed Supermicro $16.3 million at June 30, 2018 and $14.4 million at June 30, 2019; Supermicro owed Compuware $45.6 million and $34.4 million. Payments to Compuware for design services, tooling assets and miscellaneous costs were $1.2 million and $0.7 million, and outstanding purchase orders to Compuware were $111.7 million and $70.6 million. [src-044] - Documented: Supermicro bought products from Compuware worth $130.6 million in fiscal 2020, $113.4 million in fiscal 2021 and $170.3 million in fiscal 2022, and owed Compuware $46.5 million, $46.4 million and $60.0 million at the end of those years. [src-014] - Documented: Supermicro sold products to Compuware worth $36.3 million in fiscal 2023, $46.6 million in fiscal 2024, $30.2 million in fiscal 2025 and $20.0 million in fiscal 2026, and bought products from Compuware worth $217.0 million, $280.8 million, $328.3 million and $335.2 million. Compuware owed Supermicro $24.9 million, $10.0 million, $13.0 million and $0.6 million at the end of those years; Supermicro owed Compuware $53.4 million, $66.4 million, $74.3 million and $52.7 million. [src-001] [src-002] - Documented: Supermicro's outstanding purchase orders to Compuware were $156.2 million cancelable and $46.8 million non-cancelable at June 30, 2023 and $129.7 million and $93.5 million at June 30, 2024; non-cancelable orders were $118.3 million at June 30, 2025 and $182.2 million at June 30, 2026. Supermicro describes these orders as its exposure to loss from Compuware and states that it does not guarantee any obligations of Compuware or losses of its equity holders. [src-012] [src-002] - Documented: Compuware manufactured about 96.6%, 94.6% and 94.4% of the power supplies Supermicro purchased in fiscal 2024, 2025 and 2026. [src-002] - Documented: Supermicro outsources to Compuware part of its design work and a significant part of its power-supply manufacturing; it pays Compuware for design, engineering and tooling and keeps the intellectual property. Compuware also makes motherboards, backplanes and other circuit-board components from components Supermicro sells to it, and sells the finished products back at the price of those components plus a “manufacturing value added” fee and other charges, which the two companies frequently renegotiate; Supermicro recognises no revenue on these component sales. [src-012] - Documented: Supermicro's agreements with Compuware include product development, production and service agreements, product manufacturing agreements and office leases. Its annual report for fiscal 2024 describes a $65.0 million trade credit line extended to Compuware with net 60-day terms; on November 19, 2025 Supermicro extended a $200.0 million trade credit line to Compuware with net 90-day terms. [src-002] [src-012] - Documented: Supermicro appointed Compuware as a non-exclusive distributor of its products, in Taiwan, China and Australia according to its annual reports for fiscal 2017, 2023 and 2024, and in Taiwan, China, Australia, Malaysia and the United States according to its annual report for fiscal 2026. Compuware buys at a discount from Supermicro's standard volume price and in exchange installs the products at end-customer sites and provides first-level customer support. Supermicro states that it believes the distribution terms are similar to those of comparable third-party distributors. [src-045] [src-002] [src-001] [src-012] [src-016] - Documented: Supermicro agreed to pay Compuware a finder's fee of about $1.6 million in fiscal 2025, equal to 1% of net sales to a customer Compuware had referred, and about $1.8 million in fiscal 2026, a weighted average of about 0.16% of net sales to a referred customer. Supermicro states that Compuware from time to time acts as its sales representative for a percentage fee comparable to that offered to other sales representatives in the region, and that the finder's fee is consistent with market terms given Compuware's limited role and industry margins. [src-002] - Documented: In its annual report for fiscal 2024 Supermicro concluded that Ablecom and its affiliate Compuware are variable interest entities, but that Supermicro is not their primary beneficiary because it lacks power over their most significant activities, so it does not consolidate them. [src-012] - Documented: Supermicro's annual report for fiscal 2023 warns that the company may be disadvantaged by the economic interests of Charles Liang and Sara Liu as Ablecom stockholders and by Charles Liang's personal relationship with the chief executives of Ablecom and Compuware, and that it may not negotiate or enforce contractual terms with Ablecom or Compuware as aggressively as with an unrelated party. [src-045] - Documented: In its 2007 initial public offering prospectus Supermicro stated that its transactions with Ablecom had historically not been approved by an independent committee of its board of directors because it had no independent directors. [src-119] - Documented: Supermicro's income statements show sales to all related parties of $47,684 thousand, $29,110 thousand and $33,821 thousand in fiscal 2015, 2016 and 2017, and $79,018 thousand, $147,091 thousand, $60,537 thousand and $69,791 thousand in fiscal 2021 to 2024, and related-party purchases included in cost of sales of $227,661 thousand, $242,638 thousand and $236,062 thousand in fiscal 2015 to 2017 and $239,558 thousand, $371,076 thousand, $384,762 thousand and $552,136 thousand in fiscal 2021 to 2024. [src-016] [src-045] [src-012] - Qualification: These totals cover all related parties, not only Ablecom and Compuware. - Documented: Supermicro's balance sheet shows accounts payable to related parties of $89,134 thousand at June 30, 2023 and $165,295 thousand at June 30, 2024; its cash-flow statements show payments to related parties for property, plant and equipment of $4,818 thousand, $7,844 thousand and $10,625 thousand in fiscal 2022, 2023 and 2024. At June 30, 2026, $0.2 billion of its $34.2 billion of non-cancelable purchase commitments was owed to related parties. [src-012] [src-002] - Qualification: These amounts cover all related parties, not only Ablecom and Compuware. - Documented: Supermicro's purchases are concentrated in a few unnamed suppliers: one supplier accounted for 31.0%, 26.0% and 21.8% of raw-material purchases in fiscal 2017, 2018 and 2019; two suppliers accounted for 11.4% and 18.1% of total purchases in fiscal 2022, 30.7% and 13.5% in fiscal 2023 and 65.4% and 6.3% in fiscal 2024; and one supplier accounted for 65.4%, 64.4% and 63.1% of total purchases in fiscal 2024, 2025 and 2026. [src-044] [src-012] [src-002] - Qualification: The filings do not name these suppliers. - Attributed: The report described Supermicro's dealings with Ablecom and Compuware, which it called controlled by CEO Charles Liang's brothers, as oddly circular: Supermicro provides components that the two companies assemble and sell back to it, they rent warehousing and factory space to it, together they had been paid $983 million over three years, and trade records showed about 99.8% of Ablecom's and 99.7% of Compuware's exports to the United States since 2020 going to Supermicro. [src-081] [src-012] [src-042] - Qualification: A short-seller characterization; the payment total and export shares come from the report's own reading of trade records that are not part of the records reviewed here. Supermicro's filings themselves disclose both companies as related parties, the component, warehousing and lease arrangements, the purchase amounts and that sales to Supermicro make up a substantial majority of each company's net sales. - Response: Supermicro's Special Committee concluded in December 2024 that the related parties identified in the report had been fully disclosed as required, were not required to be disclosed or, in one case, had become a related party during fiscal 2024 and would be disclosed in the next annual report. ## Who owns and runs Ablecom and Compuware - Documented: Supermicro's 2007 initial public offering registration statement states that Steve Liang, Ablecom's chief executive and Charles Liang's brother, was a member of Supermicro's board of directors until December 31, 2005 and beneficially owned about 4.5% of Supermicro's common stock before the offering. [src-119] - Documented: The same registration statement states that at September 30, 2006 Charles Liang and Chiu-Chu (Sara) Liu Liang jointly owned about 30.7% of Ablecom's common stock, Yih-Shyan (Wally) Liaw and his wife about 5.2%, and that Charles Liang, Sara Liu, Wally Liaw, Steve Liang and their relatives together owned over 80% of Ablecom. Charles Liang served as a director of Ablecom during Supermicro's fiscal 2006 but no longer did so. [src-119] - Documented: Supermicro's annual report for fiscal 2017 (the year ended June 30, 2017) states that Steve Liang and other Liang family members, including other brothers of Charles Liang, owned about 36.0% of Ablecom at June 30, 2016 and 2017; that Charles Liang and Sara Liu together owned about 10.5%; that certain family members of Wally Liaw, then Senior Vice President of International Sales and a director, owned about 11.7% at June 30, 2017; and that Supermicro does not and never did own any Ablecom stock. Charles Liang was an Ablecom director only during fiscal 2006, and Bill Liang sat on Ablecom's board. [src-016] - Unresolved: Supermicro's filings disagree on who held about 0.4% of its common stock at June 30, 2017. The annual report for fiscal 2017 says in its risk factors and in the related-party note that Ablecom owned about 0.4%, but in its related-transactions section that Ablecom's chief executive Steve Liang owned about 0.4%; the amended quarterly report for the quarter ended March 31, 2017 likewise says Ablecom owned about 0.4% at that date. The 2020 proxy statement and the annual report for fiscal 2019 attribute the 0.4% to Steve Liang and state that he owned no shares from June 30, 2018; each annual report reviewed from fiscal 2020 to fiscal 2026 states that he owned no shares at the three most recent fiscal year-ends. [src-016] [src-019] [src-012] [src-044] [src-046] [src-062] [src-002] - Qualification: The records do not resolve whether the 0.4% holding at June 30, 2017 belonged to Ablecom or to Steve Liang personally. - Outcome: None of the later filings reviewed corrects or explains the fiscal 2017 report's statements that Ablecom held the 0.4%. - Documented: Supermicro's 2020 proxy statement and annual report for fiscal 2019 state that throughout fiscal 2018 and 2019 Charles Liang and Sara Liu together owned about 10.5% of Ablecom, Steve Liang and his family members about 28.8%, and certain family members of Wally Liaw, who until January 2018 was Senior Vice President of International Sales and a director, about 11.7%; Bill Liang was a member of Ablecom's board. [src-019] [src-044] - Documented: Supermicro's filings state that Steve Liang and his family members owned about 28.8% of Ablecom and Charles Liang and Sara Liu together about 10.5% at June 30, 2022 and again at June 30, 2023. [src-014] [src-045] - Documented: Supermicro's filings state that Steve Liang and his family members owned about 35.0% of Ablecom at June 30, 2024 and June 30, 2025 and about 35.5% at June 30, 2026, while Charles Liang and Sara Liu together owned about 10.5% at June 30, 2024, 2025 and 2026. At June 30, 2025 Bill Liang owned about 1.8% of Ablecom and sat on its board. [src-012] [src-001] [src-002] - Documented: Supermicro's filings report a stake in Ablecom held by relatives of Wally Liaw: “certain family members” owned about 11.7% according to the filings for fiscal 2017 to 2019, and “a sibling” owned about 11.7% of Ablecom and 8.7% of Compuware according to the filings for fiscal 2024 to 2026. The annual report for fiscal 2026 adds that Liaw was no longer an employee or director of Supermicro at June 30, 2026. [src-002] [src-012] [src-001] - Qualification: The filings do not name the sibling or the family members, and no record reviewed identifies them. - Documented: Supermicro's March 2026 proxy statement states that at June 30, 2025 Bill Liang and his family members owned about 16.0% of Compuware and Ablecom about 15.0%, and that neither Charles Liang nor Sara Liu owned any Compuware stock; the annual report for fiscal 2026 repeats these percentages without a separate date and adds that Supermicro owns no Ablecom or Compuware stock. [src-001] [src-002] - Documented: Supermicro's filings describe Bill Liang, a brother of both Charles Liang and Steve Liang, as chief executive of Compuware, a member (later Chairman) of its board, a holder of a significant equity interest in Compuware and a member of Ablecom's board, and Steve Liang as a member of Compuware's board and an equity holder of Compuware. [src-016] [src-045] [src-002] - Documented: Supermicro's filings describe Steve Liang, Charles Liang's brother, as Ablecom's chief executive and largest shareholder; the annual report for fiscal 2024 states that he owned no Supermicro shares at June 30, 2022, 2023 or 2024. [src-001] [src-012] - Documented: Supermicro's 2023 proxy statement explains that Ablecom's ownership of Compuware is below 50% but that Compuware remains a related party because Ablecom still has significant influence over its operations. [src-014] - Documented: Taiwan's company register lists Ablecom Technology Inc. (大訊科技股份有限公司) under unified business number 97489483 with the status 核准設立 (approved and existing) and overseas Chinese or foreign investment (僑外資), incorporated on April 29, 1997 (086年04月29日). Its paid-in capital is NT$1,351,268,070 in 135,126,807 shares, its representative is 梁見發 (Steve Liang) and its address is No. 306, Chang'an Street, Bade District, Taoyuan (桃園市八德區長安街306號). [src-008] - Documented: The register's history for Ablecom (97489483) shows its paid-in capital rising from NT$623,146,300 in the entry of June 12, 2014 (103年06月12日) to NT$1,351,268,070 in the entry of November 27, 2014 (103年11月27日), at the address 5F, No. 228, Liancheng Road, Zhonghe District, New Taipei (新北市中和區連城路228號5樓). The 2007 manufacturing agreement with Supermicro gives Ablecom's address as 5th Floor, No. 228, Lian-Cheng Rd., Chung-Ho City, Taipei County, which matches this registered address. [src-008] [src-060] - Documented: For the board term from July 27, 2024 to July 26, 2027 (113年07月27日 至 116年07月26日), Taiwan's register lists Ablecom's chairman as 梁見發 (Steve Liang) with 10,779,976 shares, its directors as 梁見達 (Bill Liang) with 2,389,346 shares and 温錦坤 with 11,500 shares, and its supervisor as 廖春美 with 15,830,280 shares, out of 135,126,807 issued shares. [src-008] - Documented: Taiwan's company register lists Compuware Technology Inc. (肯微科技股份有限公司) under unified business number 27448539 with the status 核准設立 (approved and existing) and overseas Chinese or foreign investment (僑外資), incorporated on September 20, 2004 (093年09月20日). Its paid-in capital is NT$726,115,000 in 72,611,500 shares, its representative is 梁見達 (Bill Liang) and its address is 5F, No. 232, Liancheng Road, Zhonghe District, New Taipei (新北市中和區連城路232號5樓). [src-009] - Documented: For the board term from November 29, 2023 to November 28, 2026 (112年11月29日 至 115年11月28日), Taiwan's register lists Compuware's chairman as 梁見達 (Bill Liang) with 4,698,100 shares, its directors as 梁見發 (Steve Liang) with 2,500,000 shares and 鄭慶陽 with 457,200 shares, and its supervisor as 廖春美 with 6,238,800 shares, out of 72,611,500 issued shares. 廖春美 is also Ablecom's registered supervisor. [src-009] [src-008] - Documented: Leadtek's annual report published in March 2025 (as of March 25, 2025) lists Compuware's largest shareholders as Ablecom 14.91%, 傑騰投資股份有限公司 13.85%, 易展投資股份有限公司 11.35%, Ablestnet Computer Inc. (亞科數位科技股份有限公司) 9.34%, 緯城國際投資股份有限公司 9.00%, 廖春美 8.67%, 梁見達 (Bill Liang) 6.49%, 梁見國 (James Liang) 3.61%, a further individual 3.53% and 梁見發 (Steve Liang) 3.47%. [src-113] - Documented: Leadtek's annual report published in March 2025 lists 梁見發 (Steve Liang) on its board as the representative of Ablecom and 梁見達 (Bill Liang) as the representative of Compuware, both elected on December 27, 2023 (112.12.27), and describes the two as brothers. It notes that 梁見發 is also chairman of Ablecom and of 展訊精密工業股份有限公司 and a director of Compuware and of Ablecom Technology Sdn Bhd, and that 梁見達 is chairman of Compuware and of 肯微（東莞）智能電子科技有限公司 and a director of Ablecom and of Compuware Technology Sdn Bhd. [src-113] - Documented: Leadtek's annual report published in March 2025 names 劉洪毅 as the sole (100%) shareholder of Globelight International Technology Inc., Ablecom's largest shareholder with 11.99%. [src-113] - Qualification: The record gives no other information about Globelight or 劉洪毅 and does not describe any connection between them and the Liang or Liaw families. - Documented: Taiwan's register lists 緯城國際投資股份有限公司 (unified business number 54307267), incorporated on October 30, 2013 (102年10月30日), with NT$671,284,100 of capital for general investment and real-estate business at 5F, No. 226, Liancheng Road, Zhonghe District, New Taipei. All its 67,128,410 shares are held by the Mauritius-registered International Business Server Company Limited, whose representative and the company's chairman is 張建存 (Chien-Tsun Chang). Leadtek's report also names International Business Server Company Limited as its shareholder. [src-071] [src-113] - Documented: Taiwan's register lists 傑騰投資股份有限公司 (unified business number 83435213), incorporated on March 10, 2020 (109年03月10日), with NT$483,810,000 of capital in 48,381,000 shares, all held by International Business Server Company Limited of Mauritius; its chairman, representing that shareholder, is 梁見發 (Steve Liang), and its address is 5F, No. 226, Liancheng Road, Zhonghe District, New Taipei. Leadtek's report also names International Business Server Company Limited as its principal shareholder. [src-114] [src-113] - Documented: Through the two investment companies it wholly owns, International Business Server Company Limited of Mauritius stands behind 11.13% of Ablecom (via 緯城國際投資股份有限公司) and 13.85% and 9.00% of Compuware (via 傑騰投資股份有限公司 and 緯城國際投資股份有限公司), according to the register and Leadtek's shareholder lists; the two companies are chaired by Chien-Tsun Chang and Steve Liang respectively, as representatives of that shareholder. [src-071] [src-114] [src-113] - Qualification: Neither the register nor Leadtek's report names the owners of International Business Server Company Limited. - Documented: Taiwan's register lists 易展投資股份有限公司 (unified business number 28879583), incorporated on November 16, 2007 (096年11月16日), with NT$168,000,000 of capital in 16,800,000 shares for general investment and real-estate business at 5F, No. 226, Liancheng Road, Zhonghe District, New Taipei. Its chairman and representative is 梁見發 (Steve Liang), with 4,956,200 shares, and its supervisor 張建存 (Chien-Tsun Chang), with 4,906,400 shares, for the last registered board term from December 12, 2018 to December 11, 2021 (107年12月12日 至 110年12月11日). Leadtek's report puts Steve Liang's holding at 29.50% and Chien-Tsun Chang's at 29.20%, with eight other individuals holding the rest; the company owns 8.94% of Ablecom and 11.35% of Compuware. [src-076] [src-113] - Documented: Taiwan's register gives the same address, 5F, No. 226, Liancheng Road, Zhonghe District, New Taipei (新北市中和區連城路226號5樓), for 緯城國際投資股份有限公司, 傑騰投資股份有限公司 and 易展投資股份有限公司, the three investment companies that hold stakes in Ablecom and Compuware. [src-076] [src-071] [src-114] - Documented: Taiwan's register lists Ablestnet Computer Inc. (亞科數位科技股份有限公司, unified business number 86223917), incorporated on June 25, 1991 (080年06月25日), with NT$29,800,000 of capital in 2,980,000 shares at 5F, No. 230, Liancheng Road, Zhonghe District, New Taipei. Its chairman and representative is 梁見達 (Bill Liang), with 506,181 shares, alongside a supervisor holding 478,381 shares, for the registered board term from February 11, 2022 to February 10, 2025 (111年02月11日 至 114年02月10日). Leadtek's report puts Bill Liang's holding at 17%, with four other individuals holding 16% to 22% each; the company owns 9.34% of Compuware. [src-115] [src-113] - Documented: Taiwan's register lists Top Investment Inc. (尖端投資股份有限公司, unified business number 24761134), incorporated in Taipei on October 24, 2014 (103年10月24日), with NT$105,131,410 of capital for general investment business; its representative is 鄭慶陽, who is also a registered director of Compuware. Leadtek's report puts 鄭慶陽's holding at 48%, with other individuals holding the rest; the company owns 4.32% of Ablecom. [src-077] [src-009] [src-113] - Attributed: An aggregator of Taiwan register data lists Ablecom as a shareholder and corporate director of eight Taiwanese companies: 捷訊精密工業 (42702833), 展訊精密工業 (42702849), 訊盟科技 (42702854), 廣訊精密工業 (42702860), 美超微管理顧問 (53842945, Super Micro Management Consulting Inc.), 金大科技 (54705758), 詠訊科技 (83702843) and 緯訊科技 (83702920). [src-079] - Qualification: This is an aggregator's restatement of register data; the companies' own register pages, other than that of Super Micro Management Consulting Inc., were not retained, and the size of Ablecom's stakes is not stated. - Outcome: Taiwan's official register confirms the entry for Super Micro Management Consulting Inc.: Ablecom holds 500,000 of its shares and appoints its chairman and one other director. ## Other Liang-family businesses and dealings around Supermicro - Documented: Supermicro's filings state that in October 2023 its related-party suppliers Ablecom and Compuware acquired an approximate 30% interest in Leadtek Research Inc., a Taiwan company specializing in professional graphics cards and workstation solutions, and that this interest had come down to approximately 29% as of December 31, 2025. [src-001] [src-002] - Documented: Supermicro states that before Ablecom and Compuware invested in Leadtek in October 2023, none of its related persons had a direct or indirect material interest in transactions between Supermicro and Leadtek, so no earlier related-person disclosure of Leadtek transactions was required. [src-002] [src-001] - Documented: According to Supermicro's filings, since the October 2023 investment Steve Liang and Bill Liang have served as two of the seven members of Leadtek's board; the fiscal 2026 annual report states that as of June 30, 2026 Steve Liang, his wife Chang Jian-Tsun (Chien-Tsun Chang) and Bill Liang were three of the seven Leadtek directors. [src-002] [src-012] - Documented: Taiwan's company registry lists 麗臺科技股份有限公司 (Leadtek Research Inc.), unified business number 22325002, as an approved, existing company with foreign or overseas-Chinese capital, paid-in capital of NT$939,460,310 in 93,946,031 shares, incorporated on 075年10月24日 (October 24, 1986), with 梁見發 (Steve Liang) as its registered representative. Leadtek's own website gives its securities code as 2465, its chairman as 梁见发 and its general manager as 梁传杰. [src-056] [src-053] - Documented: For the board term registered as 115年06月03日 to 118年06月02日 (June 3, 2026 to June 2, 2029), the registry lists Steve Liang (梁見發) as Leadtek's chairman representing Ablecom, which holds 18,156,081 shares, Bill Liang (梁見達) as a director representing Compuware, which holds 9,077,496 shares, Chien-Tsun Chang (張建存) as an individual director holding no shares, and four independent directors; 梁傳杰 is registered as manager from 113年12月03日 (December 3, 2024). [src-056] - Documented: The top-ten shareholder table in Leadtek's annual report for 113 (2024) lists Ablecom (大訊科技) with 16,667,000 shares (19.85%) and Compuware (肯微科技) with 8,333,000 shares (9.93%) and records the two holders' relationship as 兄弟 (brothers), referring to their responsible persons. [src-113] - Documented: Leadtek's annual report for 113 (2024) records that at its board meeting of 113年12月2日 (December 2, 2024) on appointing a general manager, director 梁見發 (Steve Liang) recused himself from discussion and voting because he is a second-degree relative (二等親屬) of the candidate 梁傳杰; the five directors without a conflict approved 梁傳杰's appointment and pay, and the appointment took effect on 113/12/3. [src-113] - Documented: Supermicro reports that Leadtek was, and continues to be, an authorized reseller of Supermicro products. It sold Leadtek servers worth $1.4 million, $0.7 million and $1.2 million and bought Leadtek graphics cards worth $2.1 million, $0.5 million and $0.0 million in the fiscal years ended June 30, 2024, 2025 and 2026. [src-002] [src-012] - Documented: On April 13, 2026 (115/04/13) Leadtek's board resolved to issue up to 10,000,000 common shares by private placement within a year of shareholder approval, for working capital, bank-loan repayment and investment. The notice published on Taiwan's Market Observation Post System names Ablecom (大訊科技), described as a major shareholder and director of Leadtek, as a possible insider subscriber. [src-064] - Documented: Supermicro's fiscal 2024 annual report discloses that during fiscal 2024 it sold approximately $0.1 million of products indirectly, through a systems integrator, to Aeon Lighting Technology Inc., a Taiwan company owned more than 10% by James Liang, a brother of CEO Charles Liang, who is also Aeon Lighting's director and CEO. The company states the products were sold at market prices and on arm's length terms. [src-012] - Documented: Taiwan's company registry lists 浩然科技股份有限公司 (exporter name Aeon Lighting Technology Inc.), unified business number 28631648, as an approved, existing company incorporated on 096年03月28日 (March 28, 2007), with paid-in capital of NT$96,350,000 in 9,635,000 shares and 梁見國 (James Liang) as representative. For the board term 111年06月16日 to 114年06月15日 it registers 梁見國 as chairman holding 8,256,000 shares and one supervisor holding 179,000 shares. [src-057] - Attributed: A Taiwanese business weekly reported on February 27, 2024 that Charles Liang's fourth brother 梁見國 runs 浩然科技 (Aeon Lighting) independently; that its high-end LED lighting business was at first little connected with Supermicro, but that as the LED market weakened it turned into a supplier making chassis samples for 大訊 (Ablecom) and so became part of Supermicro's supply chain. [src-058] - Qualification: A magazine account; Supermicro's filings do not describe Aeon Lighting as a supplier to Ablecom or to Supermicro. - Documented: Supermicro reports that it and Ablecom jointly established Super Micro Asia Science and Technology Park, Inc. (the "Management Company") in Taiwan to manage the common areas they share for their separately constructed manufacturing facilities. In fiscal 2012 each party contributed $0.2 million for a 50% ownership interest, and certain affiliates of Ablecom serve as the Management Company's directors. [src-002] - Documented: In its fiscal 2024 annual report Supermicro concluded that the Management Company is a variable interest entity of which Supermicro is the primary beneficiary, because it has the power to direct the activities most significant to it; the Management Company's accounts were consolidated for fiscal 2022 to 2024, with a noncontrolling interest recorded for Ablecom's share. [src-012] - Documented: Schedule 6.18 to Supermicro's December 29, 2025 credit agreement states that Super Micro Computer, Inc. Taiwan owns 50% of the equity interests in Super Micro Asia Science and Technology Park, Inc. and 50% of the equity interests in Super Micro Management Consulting Inc. [src-105] - Documented: Taiwan's company registry lists 美超微管理顧問股份有限公司 (Super Micro Management Consulting Inc.), unified business number 53842945, as an approved, existing company incorporated on 101年05月04日 (May 4, 2012), with capital of NT$10,000,000 in 1,000,000 shares, an address at 桃園市八德區長安街286號 and the Taoyuan City Government as registering authority. Its registered businesses are parking-lot operation, management consulting, building cleaning and waste clearance; its representative is 梁見發 (Steve Liang). [src-018] - Documented: For the board term registered as 113年05月16日 to 116年05月15日 (May 16, 2024 to May 15, 2027), the registry shows Super Micro Management Consulting Inc. owned in equal 500,000-share halves by Ablecom (大訊科技) and Super Micro Computer, Inc. Taiwan (美超微電腦). Steve Liang (梁見發) is chairman and one other director represents Ablecom; three directors represent Supermicro Taiwan; Chien-Tsun Chang (張建存) is supervisor without shares. Steve Liang is also the only registered manager, from 101年04月26日 (April 26, 2012). [src-018] - Documented: The registry's change history for 53842945 contains nine entries from 101年05月04日 (May 4, 2012) to 114年05月16日 (May 16, 2025), each under the name 美超微管理顧問股份有限公司 with capital of NT$10,000,000 and the same street address; only the administrative name of the district changed after the first entry. [src-018] - Unresolved: The records do not settle whether Super Micro Asia Science and Technology Park, Inc. and Super Micro Management Consulting Inc. are one company. Supermicro's subsidiary list as of January 31, 2025 names the former as a Taiwan subsidiary; the list as of June 30, 2026, filed with the annual report for fiscal 2026, names the latter instead, although that annual report's own text still names Super Micro Asia Science and Technology Park, Inc. as the consolidated variable interest entity and as the management company established with Ablecom; the December 2025 credit agreement lists the two as separate 50% holdings of Supermicro's Taiwan subsidiary. [src-013] [src-105] [src-059] [src-002] - Qualification: Taiwan's registry entry for Super Micro Management Consulting Inc. (53842945) shows that name in every recorded change since 2012 and no earlier English or Chinese name; the records reviewed contain no registry entry under the Asia Science and Technology Park name. The joint management company described in the 10-K may therefore be either company. - Attributed: A Taiwanese financial daily reported on August 26, 2026 that Ablecom announced its participation in a cash private placement by 州巧科技 (Taiwan securities code 3543) and its acquisition of 州巧's largest shareholding, with the two planning cooperation on AI server racks and liquid cooling. Ablecom chairman Steve Liang (梁見發) was quoted as saying the stake would give Ablecom access to 州巧's existing rack capacity. [src-083] [src-085] - Qualification: A newspaper report of Ablecom's announcement; the size of the shareholding is not stated. - Outcome: 州巧's own notice of August 21, 2026 records the private placement as completed and fully paid that day but does not name the subscriber. - Documented: 州巧科技股份有限公司 announced on August 21, 2026 that it had completed its first private placement of 2026: 36,000,000 common shares at NT$28.92 per share, NT$1,041,120,000 in total, fully paid on 115年08月21日 (August 21, 2026). The notice does not name the subscriber. [src-085] - Documented: In October 2018 Supermicro CEO Charles Liang personally borrowed approximately $12.9 million from Chien-Tsun Chang, the spouse of Steve Liang. The loan was unsecured with no maturity date, bore interest at 0.8% per month for the first six months, 0.85% per month through February 28, 2020 and 0.25% from March 1, 2020. It funded the repayment of margin loans from two financial institutions secured by his Supermicro shares, which the lenders called in October 2018 after Nasdaq suspended trading in August 2018 and the share price fell. [src-014] [src-012] - Documented: Supermicro's related-person disclosures put the amount due on the loan, including accrued interest, at approximately $14.5 million on November 30, 2019, $15.7 million on June 30, 2022, $16.4 million on June 30, 2024 and $16.8 million on June 30, 2025. On October 9, 2025 the principal and interest accrued through October 8, 2025, totaling $16.9 million, were repaid in full; nothing was due on June 30, 2026. [src-044] [src-014] [src-012] [src-002] - Attributed: A Taiwanese business weekly wrote in February 2024 that in 2018 a younger brother's wife (弟媳) lent US$12.9 million (about NT$390 million) to Supermicro to help the company repay bank loans. [src-058] - Qualification: The magazine's account differs from Supermicro's filings on the borrower and purpose: the filings describe a personal loan of about $12.9 million from Chien-Tsun Chang to CEO Charles Liang to repay his personal margin loans secured by Supermicro shares, not a loan to the company. - Outcome: The filings report that the personal loan was repaid in full on October 9, 2025. - Documented: Supermicro discloses that in fiscal 2024 it made $0.5 million in sales to, and bought $0.1 million in products from, Green Earth Liang's Inc., an entity affiliated with CEO Charles Liang, and states that the sales were at market prices and on arm's length terms. In fiscal 2025 it had immaterial chargebacks from Green Earth. [src-012] [src-001] - Documented: Hung-Fan (Albert) Liu, a brother of co-founder and director Sara Liu, was employed in Supermicro's operations organization in San Jose as of June 30 and December 31, 2025; his total compensation was $1,631,315 in fiscal 2025 and $968,520 for the six months ended December 31, 2025, mainly equity gains from option exercises and RSU releases plus salary and bonus. [src-001] - Documented: Shao Fen (Carly) Kao, a sister-in-law of Sara Liu, was employed in Supermicro's information systems organization in San Jose as of June 30 and December 31, 2025, with total compensation of $499,437 in fiscal 2025 and $291,921 for the six months ended December 31, 2025, including RSU equity gains. [src-001] - Documented: Mien-Hsia (Michelle) Hung, a sister-in-law of Sara Liu, was employed in Supermicro's marketing organization in Taiwan as of June 30 and December 31, 2025, with total compensation of $214,482 in fiscal 2025 and $108,066 for the six months ended December 31, 2025; she was in the same role as of June 30, 2023, when her fiscal 2023 compensation was $139,953. [src-001] [src-045] - Documented: Bill Liang, the son of Sara Liu and Charles Liang, was employed in Supermicro's systems engineering organization in San Jose as of June 30 and December 31, 2025, with total compensation of $186,771 in fiscal 2025 and $151,743 for the six months ended December 31, 2025. He is a different person from Charles Liang's brother of the same name, who is Compuware's chief executive officer. [src-001] [src-002] - Documented: Supermicro's fiscal 2017 annual report disclosed that Hung-Fan (Albert) Liu, Sara Liu's brother, worked in its San Jose operations organization with total compensation of approximately $262,000, and that Shao Fen (Carly) Kao, her sister-in-law, worked in its San Jose finance and accounting organization with approximately $122,000, in fiscal 2017. [src-016] - Attributed: The report alleged undisclosed related parties: two Taiwan server-component companies owned by the CEO's youngest brother, which it said operated from the Super Micro science and technology park; Hong Kong and Taiwan entities of another brother that appeared to resell Supermicro products; and Leadtek, in which two related parties run by the CEO's brothers had reportedly invested in October 2023. [src-081] [src-012] [src-042] [src-121] - Qualification: A short-seller allegation relying on media reports and unnamed former employees; it does not document the transactions it says went undisclosed. - Response: Supermicro's Special Committee concluded in December 2024 that the related parties named in the report had been disclosed as required, were not required to be disclosed or, in one case, had become a related party during fiscal 2024. - Outcome: Supermicro's annual report for fiscal 2024, filed in February 2025, disclosed that Ablecom and Compuware had acquired about 30% of Leadtek in October 2023 together with its transactions with Leadtek, and disclosed indirect sales of about $0.1 million to Aeon Lighting Technology Inc., a company owned more than 10% by the CEO's brother James Liang. Its fiscal 2025 annual report states that it had no transactions with Aeon Lighting that year. ## Other related parties, customers and investees - Documented: In October 2016 Supermicro agreed to contribute certain technology rights for an investment in a privately held company in China (the "Corporate Venture") to expand its presence in China. Supermicro owned 30% and another company in China 70%; the agreement was signed in the third quarter of fiscal 2017, the stake was accounted for by the equity method, and the Corporate Venture was a related party. [src-001] - Documented: Supermicro's fiscal 2023 annual report describes the Corporate Venture as established to market and sell corporate-venture-branded systems in China based on products and technology Supermicro supplies; it put the carrying value of its 30% minority interest, and its loss exposure, at $2.0 million on June 30, 2023 and $5.3 million on June 30, 2022. [src-045] - Documented: Supermicro disclosed in its fiscal 2023 annual report that in June 2020 the third-party parent company that controls the Corporate Venture was placed on a U.S. government export control list, along with several related entities. The report does not name the parent company or the list. [src-045] - Response: Supermicro stated that the Corporate Venture was not itself a restricted party and that it had concluded the venture was in compliance with the new restrictions. - Documented: Supermicro sold products worth $121.0 million, $24.2 million, $21.8 million, $11.0 million and $8.1 million to the Corporate Venture in fiscal 2022 through fiscal 2026. Amounts due from it were $1.9 million on June 30, 2023, $5.1 million on June 30, 2024 and less than $0.1 million on June 30, 2025. [src-012] [src-002] - Documented: As of June 30, 2025 Supermicro concluded that it would divest the Corporate Venture in fiscal 2026 and wrote off the remaining $6.7 million carrying value of the investment. It signed an Equity Transfer Agreement on November 25, 2025 and completed the sale of its entire 30% interest on December 23, 2025, when the Corporate Venture ceased to be a related party. [src-002] [src-001] - Documented: Monolithic Power Systems, Inc. (MPS) supplies high-performance analog and mixed-signal semiconductors used in Supermicro's products. Supermicro reported it as a related-party supplier because director Saria Tseng, who served on Supermicro's board and Compensation Committee until her term expired on May 18, 2022, was also MPS's Vice President of Strategic Corporate Development, General Counsel and Secretary; purchases were $5.2 million, $3.9 million and $8.3 million in fiscal 2020, 2021 and 2022. [src-014] - Documented: Supermicro's fiscal 2026 annual report, in the section that discloses its related-party transactions, identifies Jane Street Group, LLC, a quantitative trading and market-making firm, as both a holder of approximately 8.5% of its common stock under a Schedule 13G filed in June 2026 and a customer of the company. The report gives no amount of sales to Jane Street. [src-002] - Documented: Supermicro's 2007 initial public offering prospectus describes Tatung Company, a Taiwan corporation, as one of its major contract manufacturers and a beneficial owner of approximately 9% of its common stock before the offering. Tatung also bought Supermicro server systems and components; in fiscal 2006 Supermicro bought about $14.4 million of contract manufacturing services and products from Tatung and sold it about $0.1 million of products. [src-119] - Documented: On June 14, 2024 Supermicro signed a Master Colocation Services Agreement for a multi-tenant data center in Vernon, California, with a service order for 21 megawatts for ten years and an estimated total obligation of over $600 million. At the same time it sublicensed all its rights and obligations for the space to a sublicensee, which assumed the obligations and pays Supermicro the monthly charges plus an additional monthly charge. If the payments are accelerated after a default, Supermicro may seek reimbursement from the sublicensee. [src-012] - Documented: Supermicro reported an equity investment of $42.5 million in the Vernon sublicensee at the end of fiscal 2024 and of $92.5 million in the "Sub-licensee" to which it subleased the entire Vernon space at the end of fiscal 2026. In both annual reports it states that the sublicensee does not meet the criteria of a related party, and that it has been a Supermicro customer; the company concluded that the equity investment and sublicensing agreements are separate from its revenue contracts because all transactions were recorded at their fair values. [src-012] [src-002] - Documented: The exhibit index of Supermicro's fiscal 2024 annual report lists Service Order MCSA-001 dated June 14, 2024 between Supermicro and 4701 Santa Fe, LLC and a Sublicense dated June 14, 2024 between Supermicro and Lambda, Inc., both incorporated from a Form 8-K filed on June 21, 2024. [src-012] - Qualification: The annual report's narrative on the Vernon data center and its notes on the equity investment do not name the sublicensee; Lambda is linked to the Vernon sublicense only through this exhibit listing of the same date. - Documented: Schedule 6.18 to Supermicro's December 29, 2025 credit agreement lists, among its investments as of November 30, 2025, approximately 4% of Lambda, Inc. Series C (815,892 shares, acquired October 2023), approximately 13% of Series D (1,959,746 shares, December 2024) and approximately 4% of Series E (1,804,826 shares, September 2025). [src-105] - Documented: The same schedule lists Supermicro's stakes of approximately 11% of Ampera, Inc. (12,000,000 shares, June 2025), approximately 0.22% of Applied Digital Corporation (619,578 shares, July 2023) plus a $12 million Applied Digital SAFE (June 2024), 0.22% of Memverge, Inc. (113,251 shares, May 2018) and 0.24% of Crusoe (297,589 shares, October 2025). [src-105] - Documented: In fiscal 2024 Supermicro invested $64.5 million in privately held companies, after an immaterial amount in fiscal 2023, and recorded an impairment of $11.6 million on them; it carried $54.6 million of such investments on June 30, 2024. [src-012] - Documented: During fiscal 2023 Supermicro acquired 100% of Gemini Open Cloud Computing Inc. for $2.5 million, recording $1.8 million of goodwill; on June 28, 2024 Gemini was merged into Supermicro's Taiwan operations. [src-012] - Documented: Schedule 6.11, "Transactions with Affiliates", to Supermicro's December 29, 2025 credit agreement reads "None." [src-105] - Attributed: The report alleged an odd relationship with a key customer: that in February 2024 Supermicro made an undisclosed investment in Lambda Labs as part of a $320 million funding round, and that it signed an unusual $600 million contract to lease space at a California data center and sublease it to Lambda. [src-081] [src-012] - Qualification: A short-seller allegation citing press reports and a Lambda executive, sources that are not part of the records reviewed here. Supermicro's filings date the Vernon, California data-center agreement and its sublicense to June 14, 2024. - Response: Supermicro disclosed the Vernon data-center agreement and the sublicense of the entire space in its fiscal 2024 annual report, stating that the sublicensee does not meet the criteria of a related party and that the equity investment and sublicensing agreements, recorded at fair value, are separate from its revenue contracts. - Attributed: The report alleged that the partner in Supermicro's China joint venture, formed in 2016, is the Chinese state-run company Fiberhome, which the U.S. government placed on a watch list in 2020, and that Supermicro had sold about $196 million of computer components to the venture since that listing, justifying the sales on the ground that the venture itself was not listed. [src-081] [src-045] - Qualification: Supermicro's filings do not name the venture or its parent; they state that the third-party parent company controlling the venture was placed on a U.S. export control list in June 2020 together with several related entities. The partner's identity and the sales total are the report's own. - Outcome: Supermicro wrote off the remaining carrying value of the investment as of June 30, 2025 and completed the sale of its entire 30% interest on December 23, 2025. ## The 2017–2020 accounting investigation, restatement and SEC settlement - Documented: On May 8, 2008 Supermicro's Audit Committee, on management's recommendation, concluded that the unaudited financial statements in its Form 10-Q for the quarter ended December 31, 2007 (with the 2006 comparative period) should no longer be relied upon. The company had wrongly reclassified $2,418,000 and $67,000 of excess tax benefits from stock option exercises for the six months ended December 31, 2007 and 2006 from operating to financing cash flows; the cash-flow statements were to be restated, with no effect on the balance sheets or statements of operations. [src-038] [src-039] - Qualification: The EDGAR index lists the Item 4.02 report as filed on May 14, 2008. The amended quarterly report itself is not among the records reviewed. - Response: Supermicro said its management and Audit Committee had discussed the matter with its independent auditor, Deloitte & Touche LLP, and that it expected to report a material weakness in internal control over the classification of cash flows in the amended quarterly report. - Documented: The EDGAR filing index lists two Supermicro current reports under Form 8-K Item 3.01 (the item used for notices concerning continued-listing standards) in April 2008, dated April 10, 2008 (together with Item 2.02) and April 22, 2008, a month before the May 2008 non-reliance report. [src-038] - Qualification: Only the index entries are retained; the content of the April 2008 notices is not among the records reviewed. - Documented: In its amended report for the quarter ended March 31, 2017, filed after March 31, 2019, Supermicro stated that between late 2015 and 2017 it cooperated with an SEC investigation of marketing expenses that contained irregularities discovered by its management and disclosed on August 31, 2015. The EDGAR index lists a notice of late filing of the annual report (NT 10-K) dated August 31, 2015 and a notice of late filing of a quarterly report (NT 10-Q) dated November 10, 2015. [src-037] [src-046] - Documented: In August 2017, before issuing its fiscal 2017 financial statements (year ended June 30, 2017), Supermicro's Audit Committee began an investigation into accounting and internal-control matters, principally revenue recognition, assisted by outside counsel and forensic accountants; expanded procedures and a management review of historical financial reporting followed. In the course of this work the Audit Committee and management determined that certain employees had violated the Code of Business Conduct and Ethics and discovered accounting and financial reporting errors and “certain irregularities”. [src-016] - Documented: On November 14, 2018 Supermicro's board, on the Audit Committee's recommendation and in consultation with management, determined that the fiscal 2015 and 2016 financial statements and auditor's reports in the annual report, the quarterly reports for those years and the quarterly reports for the periods ended September 30, 2016, December 31, 2016 and March 31, 2017 should no longer be relied upon because of errors. The errors primarily concerned the timing of revenue recognition (quarter-end cut-off and allocation of revenue under contracts with service elements) and the classification of certain inventory. [src-040] [src-038] - Qualification: The current report (Items 2.02 and 4.02) was filed on November 15, 2018. It stated that, to date, none of the revenue-recognition errors identified involved revenue that could not ultimately be recognized. - Documented: In the November 15, 2018 report Supermicro said it would report material weaknesses in internal control over financial reporting and ineffective disclosure controls in its fiscal 2017 annual report, that it had begun remediation, and that the Audit Committee had discussed the non-reliance disclosure with the independent registered public accounting firm. [src-040] [src-038] - Documented: In preliminary results for the quarter ended September 30, 2018, released with the November 15, 2018 non-reliance report, Supermicro's expected non-GAAP earnings per share excluded $16.1 million of Audit Committee investigation and review expense; the company reported $104.1 million of cash, cash equivalents and short-term investments and $79.6 million of bank debt at September 30, 2018. [src-040] - Documented: Before filing its fiscal 2017 annual report, Supermicro filed amended quarterly reports (Form 10-Q/A) with restated condensed financial statements for the quarters ended September 30, 2016, December 31, 2016 and March 31, 2017. The amendment for the March 31, 2017 quarter restated the balance sheets at March 31, 2017 and June 30, 2016 and the related statements, and superseded in its entirety the original report filed on May 10, 2017. [src-016] [src-046] - Documented: Supermicro filed its annual report for fiscal 2017 (year ended June 30, 2017) on May 17, 2019. It was the first issuance of the fiscal 2017 financial statements and restated the balance sheet at June 30, 2016, the fiscal 2016 and 2015 statements of operations, comprehensive income, stockholders' equity and cash flows, and the selected financial data for those years. [src-016] [src-019] - Documented: According to the restatement note in the fiscal 2017 annual report, the errors and certain irregularities primarily concerned the timing of recognition of revenue, of expenses for inventory used for engineering and marketing, and of warranty expenses for defective products not returned, as well as inventory derecognised although the company was obliged to buy it back. Product revenue for fiscal 2016 and 2015 had been recognised prematurely, which the note attributed in part to “an aggressive focus on quarterly revenue without sufficient focus on compliance”. The corrections increased fiscal 2016 net sales by $8.8 million and reduced fiscal 2015 net sales by $21.5 million; cost of sales rose by $11.1 million for 2016 and fell by $21.7 million for 2015. [src-016] - Documented: Error corrections recorded in the three months ended June 30, 2016, similar in nature to those in the restatement note, increased net sales by $6.9 million and reduced gross profit by $2.9 million and net income by $1.5 million compared with the amounts previously reported for that quarter. [src-016] - Documented: The fiscal 2017 annual report's statement of stockholders' equity shows cumulative restatement adjustments at June 30, 2014 that reduced retained earnings by $17,604 thousand and total stockholders' equity from $469,231 thousand as previously reported to $452,158 thousand as restated. [src-016] - Documented: The SEC's 2020 order tabulates the net effect of the restatement (in thousands of dollars): fiscal 2015 net sales of $1,991,155 as reported against $1,954,353 as restated (−1.88%) and income from operations of $146,746 against $132,646 (−10.63%); fiscal 2016 net sales of $2,215,573 against $2,225,022 (+0.42%) and income from operations of $106,850 against $107,491 (+0.60%); fiscal 2017 net sales of $2,529,915 as first reported against $2,484,929 (−1.81%) and income from operations of $101,877 against $94,875 (−7.38%). [src-015] - Qualification: The order notes that these are net effects of reporting errors in their proper periods and that the gross effect in any single period was substantially larger. - Documented: Supermicro reported large professional fees from the investigation and its aftermath: the fiscal 2017 annual report cited $40.6 million in fiscal 2018 and $50.7 million in the first three quarters of fiscal 2019 for the Audit Committee's investigation, procedures and analysis, audit and compliance work and related litigation; the fiscal 2019 annual report cited about $42 million in fiscal 2018 and about $67 million in fiscal 2019 for the work connected with the delayed 2017 annual report. Deloitte's audit fees rose from $2,427,000 for fiscal 2016 to $22,259,000 for fiscal 2017. [src-016] [src-044] - Qualification: The two annual reports define the scope of the fees differently, which explains the different fiscal 2018 figures. - Documented: Because the fiscal 2017 annual report was not filed until May 17, 2019, owing among other matters to material weaknesses in internal control, Supermicro's Compensation Committee kept all named executive officers' base salaries for fiscal 2019 at fiscal 2018 levels while the review of those matters was still under way. [src-019] - Documented: The fiscal 2017 annual report disclosed late ownership reports under Section 16(a) for that year: one each by Howard Hideshima, Sherman Tuan and Yih-Shyan (Wally) Liaw and by Phidias Chou (covering two transactions), and two by each of Charles Liang and Sara Liu, each covering one transaction. [src-016] - Documented: During the investigation and restatement Supermicro filed ten notices of late filing listed in the EDGAR index: NT 10-K notices dated August 29, 2017, August 29, 2018 and August 30, 2019, and NT 10-Q notices dated November 13, 2017, February 9, 2018, May 10, 2018, November 13, 2018, February 14, 2019, May 10, 2019 and November 12, 2019. [src-037] - Documented: The EDGAR index lists nine Supermicro current reports under Form 8-K Item 3.01 (continued-listing notices) during the reporting delay: September 15, 2017, November 20, 2017, February 21, 2018, March 16, 2018, May 21, 2018, July 13, 2018, August 21, 2018, August 23, 2018 and March 11, 2019. [src-038] - Qualification: Only the index entries are retained for these reports. - Documented: Because it had not filed its periodic reports with the SEC and had not held an annual meeting, Supermicro could not meet Nasdaq listing standards: its common stock was suspended from trading on the Nasdaq Global Select Market effective August 23, 2018 and formally delisted effective March 22, 2019, after which it was quoted on the OTC Market under the symbol SMCI. The fiscal 2017 annual report, filed in May 2019, lists the stock as trading on OTC and answers “No” to whether the company had filed all required reports in the preceding 12 months. [src-016] [src-046] [src-062] - Outcome: Supermicro's common stock was relisted on the Nasdaq Global Select Market on January 14, 2020. - Documented: In its fiscal 2020 annual report Supermicro stated that it did not intend to file a separate annual report for fiscal 2018 (year ended June 30, 2018) or quarterly reports for the quarters ended September 30, 2017, December 31, 2017 and March 31, 2018. [src-062] - Documented: Supermicro became current in its SEC filings in December 2019, according to its 2020 proxy statement, and its stock returned to Nasdaq in January 2020; the SEC's 2020 order describes the stock as delisted from March 2019 through January 2020 and states that the company had since improved its internal controls and reorganized its management team. [src-019] [src-015] - Documented: On August 25, 2020 the SEC instituted and simultaneously settled cease-and-desist proceedings against Super Micro Computer, Inc. (Securities Act Release No. 10822, Exchange Act Release No. 89656, Accounting and Auditing Enforcement Release No. 4161, Administrative Proceeding File No. 3-19927). The order found that the company engaged in improper accounting, prematurely recognizing revenue and understating expenses from at least fiscal 2015 through fiscal 2017, and as a result filed materially misstated financial statements with the Commission in its annual, quarterly and current reports. [src-015] - Qualification: Supermicro consented to the order without admitting or denying the findings, except as to the Commission's jurisdiction; the order states that its findings were made pursuant to the company's offer of settlement and are not binding on any other person or entity. - Documented: The SEC order described the practices behind the misstatements: recognising revenue before goods were delivered or ahead of customer delivery dates; recording revenue on shipment to a large customer whose purchase orders specified FOB destination (more than $45 million recognised prematurely for that customer from fiscal 2015 through fiscal 2017); recognising revenue before customer acceptance; shipping incomplete or mis-assembled goods at quarter-end; recognising revenue on shipment to a large distributor that could pay only after its own sales; holding bills of lading for certain overseas customers, primarily in Russia and other Eastern European countries, until payment while booking revenue on shipment; recognising embedded extended-warranty revenue at sale; and under-reporting expenses by using cooperative marketing funds to pay unrelated costs. [src-015] - Qualification: These are the Commission's findings in a settled order; Supermicro neither admitted nor denied them. - Documented: The SEC order found that Supermicro violated Sections 17(a)(2) and (3) of the Securities Act and Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13, ordered it to cease and desist and to pay a civil money penalty of $17,500,000.00 within 10 days, and created a Fair Fund for the penalty. The company agreed not to seek any offset of the penalty against compensatory damages in related private investor actions. In accepting the settlement the Commission considered the company's remedial acts. [src-015] - Qualification: Settled order; the company neither admitted nor denied the findings. - Documented: According to the SEC order, Supermicro announced fourth-quarter fiscal 2017 results in a current report on August 3, 2017, said several weeks later that it could not file its fiscal 2017 annual report on time, and on September 15, 2017 disclosed an audit committee review. In November 2018 it determined that its financial statements for fiscal 2015 through 2017 could not be relied upon, and it filed no annual or quarterly report from its third-quarter fiscal 2017 report until May 2019, when it filed the fiscal 2017 annual report and amended the quarterly reports for the first three quarters of fiscal 2017. [src-015] - Documented: The penalties, disgorgement and interest paid by Supermicro and Hideshima were combined into a Fair Fund of $17,851,056.00 for investors harmed by the conduct described in the orders; the SEC states that both respondents paid in full. It appointed Miller Kaplan Arase LLP as tax administrator (November 6, 2020) and Kurtzman Carson Consultants, LLC as fund administrator (December 22, 2020), approved a plan of distribution on April 8, 2021 (Release No. 34-91507) and amended it on February 7, 2022 (Release No. 34-94170). An order of December 20, 2023 (Release No. 34-99215) approved payment of $455,627.22 from the fund for the administrator's services from December 22, 2020 to July 31, 2023. [src-055] [src-082] - Documented: Supermicro's fiscal 2020 annual report states that its Chief Executive Officer concluded a settlement with the SEC on August 25, 2020 under which he would pay the company $2,122,000 as reimbursement of profits from certain stock sales during the relevant period, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002; the fiscal 2021 report states that the amount was paid during the first quarter of fiscal 2021. A September 30, 2026 order of the U.S. District Court for the Northern District of California in the securities class action In re Super Micro Computer, Inc. Securities Litigation (No. 5:24-cv-06147), summarising an SEC document it took judicial notice of, states that Howard Hideshima paid disgorgement to resolve the SEC matter and that Charles Liang agreed to reimburse Supermicro $2.1 million in stock compensation. [src-072] [src-062] [src-061] - Qualification: The SEC's own document on this settlement is not among the records reviewed; the court describes the amount as stock compensation, the company as profits from stock sales. The records contain no SEC finding of misconduct by Charles Liang himself. - Documented: In its amended quarterly report for the quarter ended March 31, 2017, filed after March 31, 2019, Supermicro disclosed that it had received SEC subpoenas in connection with the matters underlying its inability to file the fiscal 2017 annual report on time and said it was cooperating fully with these requests. [src-046] - Attributed: In the same amended quarterly report Supermicro stated that it had also received an SEC subpoena following October 2018 Bloomberg Businessweek reporting concerning its products, which the company described as false and widely discredited. Its fiscal 2017 annual report describes the article as alleging that malicious hardware chips were implanted on Supermicro motherboards during manufacturing at the facilities of a contract manufacturer in China. [src-046] [src-016] [src-062] - Qualification: The characterisation of the reporting is Supermicro's own. The article itself is not among the records reviewed, which establish nothing about its accuracy; the SEC's August 2020 order does not mention it. - Response: Supermicro states that a third-party investigations firm tested a representative sample of its motherboards, including the type shown in the article, and found no evidence of malicious hardware, and that neither the publication nor any customer had provided an example of an altered motherboard. - Outcome: Supermicro's fiscal 2020 annual report states that it cooperated with the SEC's investigation concerning the article and that on August 25, 2020 it consented to the SEC's cease-and-desist order to fully resolve all matters under investigation. - Documented: Deloitte & Touche LLP's audit report in the fiscal 2017 annual report, dated May 16, 2019 (San Jose), stated that the 2016 and 2015 consolidated financial statements had been restated to correct misstatements and drew attention to the company's significant purchases from and sales to two related parties. [src-016] ## Internal control over financial reporting, fiscal 2017–2026 - Documented: Supermicro's management concluded that internal control over financial reporting was not effective at June 30, 2017 because of material weaknesses. Deloitte & Touche LLP's report on internal control described a culture of aggressively focusing on quarterly revenue without sufficient focus on compliance, a failure of senior management to set an appropriate tone, and sales, finance and operations personnel, including officers and managers, who were aware of, condoned or were involved in actions that reflected an inappropriate tone at the top and violated the Code of Conduct and accounting policies; it added that some employees failed to raise material accounting issues with the Audit Committee and the auditor and, for one transaction, appear to have tried to minimise or obscure material facts from them. [src-016] - Documented: In its fiscal 2019 annual report Supermicro's management did not conclude that any material weakness identified in the 2017 annual report had been remediated at June 30, 2019, because new controls had not operated long enough; deficiencies in the control environment and other components remained. Deloitte & Touche LLP, in reports dated December 19, 2019, gave an adverse opinion on internal control at June 30, 2019 and an unqualified opinion on the fiscal 2019 financial statements, with an explanatory paragraph on the adoption of the new revenue standard (ASC 606). [src-044] - Documented: Remediation steps reported in the fiscal 2019 annual report included restructuring the sales organization, which led to the resignations of the senior vice presidents of international sales and of worldwide sales, the vice presidents of strategic accounts, strategic sales and business development and certain other sales staff; appointing a new Chief Financial Officer and Corporate Controller in January 2018; and creating the posts of Chief Compliance Officer (May 2018) and Vice President of Internal Audit (August 2018). [src-044] - Documented: In its fiscal 2020 annual report Supermicro stated that it had remediated the material weaknesses related to all five COSO components of internal control and to revenue-recognition accounting controls, but its CEO and CFO concluded that disclosure controls were not effective at June 30, 2020 because of a remaining material weakness in information technology general controls. Deloitte & Touche LLP's report dated August 28, 2020 expressed an adverse opinion on internal control over financial reporting at that date. [src-062] [src-061] - Documented: For fiscal 2021 Supermicro's management concluded that internal control over financial reporting was effective at June 30, 2021 after remediating the IT general-controls weakness reported for fiscal 2020, and Deloitte & Touche LLP, in reports dated August 27, 2021, issued unqualified opinions on internal control and on the fiscal 2021 financial statements. [src-061] - Documented: In October 2021 Supermicro's Compensation Committee awarded discretionary one-time bonuses of $160,000 to David Weigand, $150,000 to Don Clegg and $40,000 to George Kao, primarily to recognise progress in remediating the material weaknesses in internal control over financial reporting. [src-014] - Documented: Supermicro's fiscal 2021 annual report lists its executive officers at July 31, 2021 as Charles Liang (President, Chief Executive Officer and Chairman), David Weigand (Senior Vice President, Chief Financial Officer and Chief Compliance Officer), Don Clegg (Senior Vice President of Worldwide Sales), George Kao (Senior Vice President of Operations) and Sara Liu (Co-Founder, Senior Vice President and Director); the independent directors were Daniel W. Fairfax, Saria Tseng, Sherman Tuan, Shiu Leung (Fred) Chan and Tally Liu, with Fairfax, Chan and Liu on the Audit Committee. [src-061] - Documented: Supermicro concluded that internal control over financial reporting was not effective at June 30, 2024 because of five material weaknesses: information technology general controls; segregation-of-duties controls; controls over manual journal entries; documentation of controls over the completeness and accuracy of information; and documentation of controls for timely, complete and accurate recording and disclosure, including the timely identification and disclosure of new leasing arrangements and new related-party transactions. None had been remediated when the annual report was filed. BDO's report of February 25, 2025 expressed an adverse opinion on internal control and an unqualified opinion on the fiscal 2024 financial statements, stating that BDO had served as auditor since 2024. [src-012] - Documented: For fiscal 2025 Supermicro reported four unremediated material weaknesses at June 30, 2025 (information technology general controls; segregation of duties; completeness and accuracy of information; and documentation of controls for timely recording and disclosure, including the timely identification and disclosure of new related-party transactions), while stating that it had remediated the manual-journal-entry weakness and had promoted its controller to Chief Accounting Officer. BDO's report of August 28, 2025 gave an unqualified opinion on the financial statements and an adverse opinion on internal control at June 30, 2025. [src-121] - Documented: For fiscal 2026 Supermicro reported that it had remediated the segregation-of-duties, information-completeness and recording-and-disclosure weaknesses, including through a full redesign of its ERP security roles, but that the information technology general controls weakness remained unremediated, so internal control over financial reporting was not effective at June 30, 2026. BDO's report of August 31, 2026 gave an adverse opinion on internal control and an unqualified opinion on the financial statements. The annual report's Item 9 reports no changes in or disagreements with accountants. [src-002] ## Deloitte, EY and BDO: the auditor changes of 2023–2025 - Documented: Deloitte & Touche LLP audited Supermicro from fiscal 2003. On March 9, 2023 the Audit Committee approved engaging Ernst & Young LLP (EY) for the fiscal year ending June 30, 2024; Deloitte continued for fiscal 2023 and was dismissed effective on completion of that audit. Supermicro's current report stated that Deloitte's reports for fiscal 2022 and 2021 contained no adverse opinion or disclaimer and were not qualified, and that there were no disagreements or reportable events with Deloitte under Item 304 of Regulation S-K. [src-031] [src-032] [src-014] [src-041] - Qualification: In its letter to the SEC of March 14, 2023 (Exhibit 16.1), Deloitte agreed with the second to fourth paragraphs of the company's disclosure and had no basis to agree or disagree with the first and fifth. The change was reported in a current report filed on March 15, 2023. - Documented: For fiscal 2023 Supermicro's management concluded that internal control over financial reporting was effective at June 30, 2023, and Deloitte & Touche LLP, in reports dated August 25, 2023, issued unqualified opinions on internal control and on the fiscal 2023 financial statements; the annual report stated that past material weaknesses had been remediated. The fiscal 2024 annual report reproduces Deloitte's August 25, 2023 report as that of the predecessor auditor, noting that Deloitte began serving in 2003 and became the predecessor auditor in 2023. [src-045] [src-012] - Documented: Audit fees disclosed by Supermicro were, in thousands of dollars: Deloitte $5,053 for fiscal 2018 and $7,178 for fiscal 2019, $4,405 for fiscal 2021 and $4,488 for fiscal 2022, and $4,756 for fiscal 2023; BDO $8,000 for fiscal 2024 in the fiscal 2024 annual report, while the 2026 proxy statement reports BDO audit fees of $8,578 for fiscal 2024 and $8,084 for fiscal 2025. [src-019] [src-012] [src-014] [src-001] - Qualification: The two documents do not explain the difference between the fiscal 2024 BDO figures. No EY fees appear in the retained fee tables. - Documented: Supermicro's Audit Committee report on fiscal 2022, included in its 2023 proxy statement, was furnished by Tally Liu (chair), Daniel Fairfax and Fred Chan. [src-014] - Documented: In its October 30, 2024 current report on EY's resignation, signed by Charles Liang, Supermicro said it did not expect the matters raised by EY, or under review by the Special Committee, to result in any restatement of its fiscal 2024 quarterly reports or of prior fiscal years. Its later proxy statement states that, other than as described, there were no “disagreements” with EY and no “reportable events” under Item 304 of Regulation S-K for fiscal 2023, fiscal 2024 and the period before the resignation. [src-028] [src-001] - Documented: In its letter to the SEC of October 29, 2024 (Exhibit 16.1 to the company's Item 4.01 report), EY said it agreed with the first paragraph, the first sentence of the second paragraph, the third paragraph, the first three sentences of the fourth paragraph and the fifth, seventh and eighth paragraphs of Supermicro's disclosure, and had no basis to agree or disagree with the company's other statements. [src-029] [src-028] - Qualification: The retained letter does not say which company statements fall into the second group. - Documented: Supermicro's Special Committee consisted of one independent director, Susie Giordano (Susan Mogensen), an attorney who joined the board in August 2024 specifically to lead it. With outside counsel Cooley LLP and forensic accountants Secretariat Advisors, LLC it investigated the rehiring of employees who had resigned in 2018 after the 2017 Audit Committee investigation, current sales and revenue-recognition practices, export-control matters and related-party disclosures, reviewing about 4.1 terabytes of data and conducting 68 witness interviews. [src-042] - Attributed: The Special Committee examined the rehiring of nine people, as employees or contractors, who had resigned after the 2017 Audit Committee investigation. It found the rehiring decisions reasonable business judgment and the processes generally appropriate, but identified lapses, for which the CFO/Chief Compliance Officer, then David Weigand, had primary responsibility: among them, the Audit Committee or the auditor was not always informed promptly, including EY not being told before the company entered, in June 2024, into a since-terminated consulting arrangement with its former CFO who had resigned after the 2017 investigation. [src-042] - Qualification: Findings of the board's Special Committee as announced by Supermicro. The company's announcement does not name the former CFO, and this dossier does not identify that person. - Response: The committee found no evidence that any lapse resulted from bad faith, improper motives or disregard for accurate financial reporting or compliance by the CFO/CCO or anyone else. - Attributed: Reviewing 52 sales transactions from April 1, 2023 to June 30, 2024, including two specifically designated by EY, the Special Committee did not disagree with any of Supermicro's revenue-recognition conclusions for any quarter in that period and found no evidence of a pattern or practice of shipping incomplete products at or near quarter-ends to recognize revenue. [src-042] - Qualification: Conclusions of the board's Special Committee as announced by the company, based on a sample selected by the committee. - Attributed: The Special Committee reviewed 11 export transactions noted by EY and export-control allegations in a short-seller report released on August 27, 2024. It reported seeing no evidence that anyone at Supermicro tried to circumvent export controls or knew products might be diverted to a prohibited end user or location, and no products sold to Russian customers or shipped to Russia in violation of the export controls or sanctions in force at shipment. On related parties named in the short-seller report, it concluded they had been fully disclosed, did not require disclosure or, in one case, had become a related party during fiscal 2024 and would be disclosed in the annual report. [src-042] [src-007] - Qualification: Conclusions of the board's Special Committee as announced by the company; the short-seller report's own assertions are set out separately as allegations. In March 2026 federal prosecutors charged a co-founder and others with diverting servers to China from 2024 onward; the committee's December 2024 announcement did not refer to that conduct. - Documented: Supermicro's board adopted all of the Special Committee's recommendations, announced on December 2, 2024: to appoint a new Chief Financial Officer with large-public-company experience (David Weigand to remain CFO until a successor was named), a Chief Accounting Officer, a separate Chief Compliance Officer (the committee found that combining the CFO and compliance roles for longer than anticipated had impaired oversight of guardrails for rehired employees), and a General Counsel with an expanded legal department, and to improve training and guardrail monitoring. [src-042] - Documented: Supermicro's Audit Committee appointed BDO USA, P.C. as independent auditor for fiscal 2024 on November 18, 2024 (reported in a current report under Items 4.01 and 8.01 filed that day), for fiscal 2025 on March 16, 2025, and for the fiscal year ending June 30, 2026; BDO audited the fiscal 2024 and 2025 financial statements. [src-001] [src-041] - Documented: Because of EY's stated concerns and resignation, Supermicro could not file on time its fiscal 2024 annual report and its quarterly reports for the quarters ended September 30 and December 31, 2024, as Nasdaq Listing Rule 5250(c)(1) requires. It filed notices of late filing on August 30, 2024 (annual report), November 13, 2024 and February 11, 2025 (quarterly reports). On December 6, 2024 Nasdaq granted an exception allowing the delinquent reports to be filed by February 25, 2025, and all three were filed on February 25, 2025. [src-012] [src-001] [src-037] [src-042] - Response: In its December 2, 2024 announcement Supermicro said that, as announced on November 18, 2024 in its compliance plan to Nasdaq, it believed it would be able to complete its fiscal 2024 annual report and its report for the quarter ended September 30, 2024. - Documented: The EDGAR index lists Supermicro current reports under Form 8-K Item 3.01 (continued-listing notices) dated September 20, 2024, November 20, 2024 (with Items 1.01 and 2.03), December 6, 2024 and February 26, 2025 (with Items 5.08 and 8.01), the day after the delinquent reports were filed. [src-041] - Qualification: Only the index entries are retained for these reports. A further Item 3.01 report of May 9, 2024 concerned the composition of the Audit Committee. - Documented: Because it did not file its fiscal 2024 annual report on time, Supermicro elected to accrue special interest, and accrued additional interest, on its 2029 Convertible Notes under the terms of the indenture. [src-012] ## Export controls: from Iran in 2006 to Taiwan in 2026 - Documented: Supermicro's annual reports state that it historically sold products into Russia before broad sanctions were imposed, last recorded revenue from Russia on February 23, 2022, and no longer sells products or provides services there. In a disclosure under Section 13(r) of the Exchange Act in its fiscal-2023 annual report, it said that before the Russian Federal Security Service (FSB) was designated a blocked party on March 2, 2021 it had authorised third parties to file notifications with, or apply for import licences from, the FSB on its behalf for importing its products into Russia; during fiscal 2023 third parties filed notifications, applied for licences and/or received approvals on its behalf, dealings that OFAC's General License No. 1B authorises, subject to limitations. [src-045] [src-012] - Qualification: The disclosure is the company's own account; it states that no sales occurred in Russia in fiscal 2023, that the filings produced no revenue, that it believes it has terminated the authorisations and that it does not sell to or serve the FSB. - Documented: The indictment and the Justice Department release do not name the manufacturer. Supermicro's annual report for fiscal 2026 states that 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" for an alleged conspiracy to commit export control violations, and refers to them as "three former associates". The company received a grand jury subpoena from that office for documents on the individuals and facts in the indictment and on its compliance program and internal controls. [src-002] - Qualification: Supermicro itself is not charged in the indictment. - Documented: Supermicro's annual report for fiscal 2025 (year ended June 30, 2025) states that 59.4% of its revenue for that year came from the United States and 10.9% from Thailand; in fiscal 2024 and fiscal 2023, 68.0% and 67.9% came from the United States and no other country accounted for 10% or more. [src-121] - Qualification: The report does not identify the customers behind the Thailand revenue. - Documented: Supermicro states that because it exports restricted GPUs it routinely receives subpoenas and other requests from the Office of Export Enforcement for information about customers or contemplated transactions, that it was responding to a number of such requests, that several earlier requests remained open, and that it had not been informed it was the target of any of them; if it became a target, OEE could pursue a civil enforcement action, seek penalties or require changes to its compliance program. [src-002] - Attributed: According to the Keelung prosecutors, a Taiwanese technology company that had obtained whitelist status used false end-use and end-user declarations (stating Taiwan as the installation country), a staged data-centre inspection and the listed distributor's funding to buy 130 Nvidia B300 servers from Supermicro's Taiwan subsidiary in three deliveries from September 2025. Seventy-four servers were exported in early 2026 to customers in China, directly or via Indonesia, Japan and Hong Kong; 56 were stopped when customs required an export licence and an application supported by fabricated pages from Supermicro's website was filed. The prosecutors put the organisers' illegal profit at US$21,205,531 and say the two sales directors received sales bonuses of US$62,804 and US$83,872 from the Taiwan subsidiary for the order. [src-098] - Qualification: These are prosecutors' allegations in a press release announcing the indictment; no court has ruled on them. - Attributed: The Keelung prosecutors state that the defendants' conduct damaged the U.S. server maker and the GPU designer: the server maker's reputation suffered, its share price fell, its export products were placed under mandatory inspection, and delayed deliveries forced it to pay penalties to customers. The prosecutors describe both companies as maintaining strict internal controls on buyers' qualifications and product end-use. [src-098] - Qualification: This is the prosecutors' characterisation in their release; the companies are not parties to the indictment and the damage figures are not quantified. - Attributed: The Keelung prosecutors further charge one of the two Supermicro Taiwan sales directors, the distributor's general manager and a third person with special breach of trust under the Securities and Exchange Act, alleging that between January and April 2026 four false invoices caused the listed distributor to pay NT$39,158,514 to a company that provided no services. They asked the court to impose the statutory maximum of five years' imprisonment on both sales directors for the export conduct and six years on the first director for the asset-stripping charge. [src-098] - Qualification: These are prosecutors' charges and sentencing requests; no court has ruled. - Unresolved: A Taiwanese technology news outlet reported on June 30, 2026 that on June 29 the Keelung prosecutors, in a second wave of their investigation into suspected illegal export of AI servers with Nvidia GPUs to China, Hong Kong and Macau, searched Supermicro's Taiwan branch and two other companies, a listed technology company and a data-centre operator, and questioned managers; a first wave in May 2026 had searched 12 locations linked to three people. [src-107] [src-106] - Qualification: The accounts conflict: the outlet reported a search of Supermicro's Taiwan branch, while Supermicro's July 1, 2026 letter said its Taiwan offices were not raided and that it gave authorities access to the detained employees' desks and devices. The records reviewed do not resolve the difference. ## The 2026 Liaw export-diversion case - Documented: The docket of United States v. Liaw, No. 1:26-cr-00100 (S.D.N.Y.), assigned to Judge Edgardo Ramos, shows the indictment filed under seal on March 17, 2026 and unsealed on March 19, 2026. On April 1, 2026 Liaw and Sun were arraigned on all three counts; a two-week jury trial was first set for November 2, 2026. At a status conference on June 10, 2026 the court reset jury selection and trial for March 29, 2027. Under an October 1, 2026 scheduling order the government's opposition to Liaw's Rule 12 pretrial motions was due October 20, 2026 and his reply November 3, 2026. [src-068] - Response: Liaw and Sun entered pleas of not guilty on April 1, 2026. - Outcome: Liaw remained on bail; no verdict had been reached on the charges against him at the October 2026 cutoff. - Documented: The docket of United States v. Liaw records the arrests of Liaw and Sun in the Northern District of California on March 19, 2026, but through its last entry on October 15, 2026 shows no arrest, appearance or counsel for Ruei-Tsang "Steven" Chang, whom the March 19, 2026 Justice Department release described as remaining a fugitive. [src-068] [src-007] - Qualification: Chang has not appeared to answer the charges, which remain unproven allegations. - Documented: On October 6, 2026 the court unsealed a superseding information against Ting-Wei "Willy" Sun, filed under seal on September 8, 2026, with four counts: conspiracy to violate the Export Control Reform Act, conspiracy to smuggle goods from the United States, conspiracy to defraud the United States by impeding the Commerce Department, and obstruction of justice for deleting an encrypted messaging application and its contents from his phone on March 19, 2026. On October 8, 2026 Sun waived indictment and pleaded guilty to all four counts; sentencing is set for September 8, 2027. [src-068] [src-069] - Outcome: Guilty plea entered October 8, 2026; sentence not yet imposed. - Attributed: A technology news site reported on May 8, 2026, citing a news agency's report based on unnamed sources, that the "Company-1" of the indictment of Supermicro co-founder Yih-Shyan "Wally" Liaw is OBON Corp., a Bangkok-based AI infrastructure firm that has been a public partner of Thailand's National AI Strategy. [src-073] - Qualification: This identification comes from a press report relying on unnamed sources; the indictment, the superseding information and the Justice Department release do not name Company-1, and no court record reviewed establishes its identity. - Response: The report said OBON had not commented at the time of publication. - Outcome: The report said OBON had not been charged and that prosecutors were continuing to examine the role of the ends of the diversion chain. ## Lawsuits by shareholders and a former employee - Documented: Supermicro's fiscal-2026 annual report discloses that it received an SEC subpoena for documents on certain customers, including one customer that is the subject of the indictment's allegations, and on its controls and procedures; a grand jury subpoena from the U.S. Attorney's Office for the Southern District of New York; and other subpoenas and inquiries from the Justice Department, the Office of Export Enforcement (OEE) of BIS and foreign authorities about certain other customers. The company says it is cooperating and has not been informed that it is the target of any of these investigations. [src-002] - Qualification: The disclosure does not state any charge or finding against the company. - Documented: In the federal derivative case in the Northern District of California, the court granted Yih-Shyan Liaw's motion to substitute counsel on April 28, 2026 and admitted Nelson Boxer to appear for him pro hac vice on May 8, 2026. On October 8, 2025 the lawyers who had appeared for the company in April 2025 had also appeared for Liaw and the other individual defendants. [src-086] - Documented: On September 30, 2026 Judge Edward J. Davila granted the motion of Supermicro, Charles Liang and David Weigand to dismiss In re Super Micro Computer, Inc. Securities Litigation, No. 5:24-cv-06147-EJD, with leave to amend. The court held that the lead plaintiff had not pleaded with the particularity required by the Private Securities Litigation Reform Act facts showing that Supermicro's statements on the remediation of earlier internal control deficiencies were false or misleading, and did not reach scienter or loss causation. It found that Ernst & Young's resignation letter reflected disagreements with management but identified no specific internal control deficiency, and set October 21, 2026 as the deadline for an amended complaint. [src-072] - Qualification: This is a ruling on the sufficiency of the pleadings, not a finding on the merits; the court allowed the plaintiff to amend. - Attributed: Further derivative suits followed: Anderson v. Liang, C.A. No. 2025-0986-KSJM, filed in the Delaware Court of Chancery on August 29, 2025 against current and former directors and officers, with Mathiyalagan v. Liang (filed January 6, 2026) consolidated into it on May 8, 2026 and a suit by the Employees' Retirement System of the State of Rhode Island and Bucks County Employees' Retirement System, first filed in the Northern District of California on January 29, 2026 and refiled in Delaware on May 29, 2026, consolidated on August 18, 2026. In the Northern District of California, Pill v. Liang (May 19, 2026), City of Birmingham Retirement and Relief Systems v. Liang (June 24, 2026), Cepeda v. Liang (July 10, 2026) and Roy v. Liang (August 21, 2026) were filed. [src-002] - Qualification: These are shareholders' allegations; no court has ruled on them. - Response: Supermicro's fiscal-2026 annual report calls the matters too preliminary to judge the likelihood of an adverse outcome or estimate any loss. - Attributed: On November 22, 2024 a putative class action, 1000099739 Ontario Ltd. v. Super Micro Computer, Inc., No. CV-24-00731863-OOCP, was filed against Supermicro in the Ontario Superior Court of Justice, alleging common-law primary and secondary market misrepresentation and violations of the Ontario Securities Act through misstatements or omissions about its financial results and internal controls. [src-002] [src-121] [src-105] - Qualification: These are plaintiffs' allegations; no court has found them to be true. Supermicro's December 29, 2025 credit-agreement schedule still lists the claim, recording only that the hearing on the motion to dismiss was held on December 8, 2025. - Response: Supermicro moved on August 1, 2025 to dismiss the claim for lack of jurisdiction, with the hearing set for December 8, 2025. - Outcome: The plaintiff dismissed the claim on December 8, 2025. - Documented: In Luong v. Super Micro Computer, Inc., Judge Beth Labson Freeman on November 4, 2024 compelled arbitration of Luong's state-law claims and stayed the case; Luong then dropped those claims to proceed only on his Sarbanes-Oxley claim, and the stay was lifted. On June 17, 2025 Judge Noël Wise denied in full the motion of Supermicro and Liang to dismiss, finding Luong's administrative complaint to OSHA timely and Liang adequately notified. The court set a six-day jury trial for September 21, 2026, referred the case to private mediation on September 23, 2025 and on September 26, 2025 refused the parties' request to move the trial later. On March 3, 2026 the parties filed a stipulation of dismissal with prejudice, and the case was terminated on April 23, 2026. [src-075] [src-089] [src-090] [src-109] [src-110] - Outcome: Dismissed with prejudice by stipulation before trial; the terms are not in the docket. - Attributed: Two shareholder derivative suits were filed over Supermicro's revenue-recognition statements, internal controls and late SEC filings: Barry v. Liang, No. 20-CV-372190, in the Superior Court of California, County of Santa Clara, on October 27, 2020, and Stein v. Liang, No. 3:21-cv-03357-KAW, in the U.S. District Court for the Northern District of California, on May 5, 2021. Each named certain current and former directors and officers as defendants and Supermicro as nominal defendant, alleging breaches of fiduciary duty, waste of corporate assets and unjust enrichment (and, in Stein, contribution for violations of federal securities laws) on the theory that they caused Supermicro to issue false and misleading statements about revenue recognition and the effectiveness of its internal controls, failed to implement effective internal controls and failed to file reports with the SEC on time. [src-061] - Qualification: These were the shareholders' allegations. The annual report describing the suits does not name the individual defendants, and no later retained record mentions either suit, so their outcome is not known from the records reviewed. - Response: The defendants demurred in Barry (the plaintiff amended the complaint in July 2021 and a further demurrer was set for hearing on November 24, 2021) and moved to dismiss Stein on August 6, 2021; Supermicro said it intended to defend each lawsuit vigorously. ## The August 2024 short-seller report and the answers to it - Documented: Supermicro discloses that on November 19, 2024 it received a subpoena from the SEC's Enforcement staff in an investigation entitled In the Matter of Super Micro Computer, Inc., seeking categories of documents many of which overlap with requests in October 22, 2024 subpoenas from the U.S. Attorney's Office for the Southern District of New York and with allegations in an August 27, 2024 report by the short seller Hindenburg Research; it received another SEC subpoena on April 28, 2026. The company says it is cooperating and continues to produce documents. [src-002] [src-105] - Qualification: A subpoena is a request for documents in an investigation, not a charge or finding. The schedules to Supermicro's December 29, 2025 credit agreement state that no charges had been reported by then. - Attributed: The Hindenburg report alleged that less than three months after paying its $17.5 million SEC settlement in 2020, Supermicro began rehiring senior employees who had been directly involved in its earlier accounting problems, and that three senior employees who left in early 2018 had come back as a board member, a consultant working close to the CEO and a vice president of business development. [src-081] [src-042] - Qualification: A short-seller allegation based on litigation records and interviews with unnamed former employees; the report's description of those individuals' involvement in the earlier accounting problems is not adopted. - Response: Supermicro's Special Committee reported in December 2024 that it had examined the rehiring of nine individuals, as employees or independent contractors, who had resigned after the 2017 Audit Committee investigation. It noted that the 2017 investigation had made no finding that they engaged in conduct intended to misstate the company's results, concluded that the decisions to rehire them were the product of reasonable business judgment, and found lapses in keeping guardrails in place and in informing the Audit Committee and the auditor. - Attributed: The report also alleged, citing former employees and customers and a lawsuit filed in April 2024, that after the SEC settlement quota pressure led Supermicro salespeople to push products to distributors through partial shipments or by shipping defective products around quarter-end. [src-081] - Qualification: A short-seller allegation from unnamed former employees and customers; it does not identify specific transactions or amounts. - Response: Supermicro's Special Committee reported in December 2024 that, having reviewed 52 sales transactions from April 1, 2023 to June 30, 2024, including two specifically designated by the former auditor Ernst & Young, it did not disagree with any of the company's revenue recognition conclusions for any quarter in that period. - Attributed: The report alleged, from its review of more than 45,000 import and export transactions, that exports of Supermicro components to Russia had roughly tripled since the February 2022 invasion of Ukraine in apparent violation of U.S. export bans, that the goods moved first through a California distributor and later through newly formed Turkish and Hong Kong companies, and that at least 46 companies that handled Supermicro products bound for Russia were under OFAC sanctions or on U.S. government watch lists. [src-081] [src-042] - Qualification: A short-seller allegation based on third-party customs data that are not part of the records reviewed here; it describes Supermicro products reaching Russia through other companies, not sales recorded by Supermicro to Russian customers. - Response: Supermicro states that it no longer sells products or provides services to Russia and last recorded revenue from Russia in February 2022. Its Special Committee reported in December 2024 that it did not identify products sold to Russian customers or shipped to Russia in violation of export controls or sanctions in place when the products were shipped. ## Supermicro's subsidiaries - Documented: Exhibit 21.1 to Supermicro's annual report for fiscal 2024 lists 15 subsidiaries as of January 31, 2025: Super Micro Computer B.V. and Super Micro Computer Holdings B.V. (the Netherlands), Super Micro Computer International Inc. (Cayman Islands), Super Micro Computer Limited (England and Wales), Super Micro Asia Science and Technology Park, Inc. and Super Micro Computer, Inc. Taiwan (Taiwan), Super Micro Computer US LLC (United States), Super Micro Computer Malaysia Sdn Bhd (Malaysia), Supermicro KK (Japan), Supermicro Technology (Beijing) Co., Ltd. (China), Super Micro Computer SARL (France), Super Micro Computer GmbH (Germany), Super Micro Computer Arabia Limited (Saudi Arabia), Super Micro Computer Singapore Pte. Ltd. (Singapore) and Super Micro Computer Korea YH (South Korea). [src-059] - Documented: Exhibit 21.1 to Supermicro's annual report for fiscal 2026 lists 24 subsidiaries as of June 30, 2026. It repeats the Dutch, Cayman, English, U.S., Malaysian, Japanese, Chinese, French, German, Saudi and Singapore companies of the January 2025 list (the Saudi company as Super Micro Computer Arabia Ltd.) and adds Super Micro Computer Spain, S.L., Super Micro Computer, S.R.L. (Italy), Super Micro Computer Middle East FZ-LLC (United Arab Emirates), Super Micro Computer Mexico, S. de. R.L.de C.V., Super Micro Computers Systems Pvt. Ltd. (India), Super Micro Computer Federal LLC (United States), Super Micro Computer Canada Inc., Super Micro Computer Australia Pty. Ltd. and Advanced Business Computer.AI (United States). Its Taiwanese entries are Super Micro Computer, Inc. Taiwan and Super Micro Management Consulting Inc.; Super Micro Asia Science and Technology Park, Inc. is not listed, and the Korean subsidiary appears as Super Micro Computer Korea Limited. [src-013] [src-059] - Documented: Schedule 5.10 to Supermicro's credit agreement of December 29, 2025 with lenders led by JPMorgan Chase Bank, N.A. lists 21 subsidiaries, each 100% owned. The European ones are Super Micro Computer Limited (England and Wales), Super Micro Computer Société à responsabilité limitée (France), Super Micro Computer GmbH (Germany), Super Micro Computer Spain, S.L. (Spain), Super Micro Computer S.R.L. (Italy), Super Micro Computer B.V. and Super Micro Computer Holdings B.V. (the Netherlands; the latter listed as including a Korea branch). [src-105] - Documented: The Asian and Middle Eastern subsidiaries in Schedule 5.10 to Supermicro's December 29, 2025 credit agreement, each listed as 100% owned, are Super Micro Computer, Inc. Taiwan, Supermicro KK (Japan), Supermicro Technology (Beijing) Co., Ltd. (China), Super Micro Computer Malaysia Sdn Bhd, Super Micro Computer Singapore Pte. Ltd., Super Micro Computer Korea YH (South Korea), Super Micro Computer Arabia Limited and Supermicro SHO (Saudi Arabia) and Super Micro Computer Middle East FZ-LLC (United Arab Emirates). Supermicro SHO does not appear in the June 30, 2026 Exhibit 21.1 list. [src-105] [src-013] - Documented: The remaining subsidiaries in Schedule 5.10 to Supermicro's December 29, 2025 credit agreement, each listed as 100% owned, are Super Micro Computer US LLC and Super Micro Computer Federal LLC (United States), Super Micro Computer Mexico, Super Micro Computer Canada Inc. and Super Micro Computer International Inc. (Cayman Islands). [src-105] - Documented: Taiwan's Ministry of Economic Affairs company register lists 美超微電腦股份有限公司 (SUPER MICRO COMPUTER, INC. TAIWAN), unified business number 12729477, as an approved company with overseas or foreign investment, paid-in capital of NT$1,500,000,000 in 150,000,000 shares of NT$10, representative 許春來 (Alex Hsu), a registered address at 新北市中和區建一路150號3樓 (Zhonghe District, New Taipei City) and incorporation approved on 089年12月29日 (December 29, 2000). [src-017] - Documented: The same register lists the board of Super Micro Computer, Inc. Taiwan for the term 113年12月30日 to 116年12月29日 (December 30, 2024 to December 29, 2027) as chairman 許春來 (Alex Hsu) and directors 梁見後 (Charles Liang) and 劉秋菊 (Sara Liu), each recorded as representative of the sole shareholder 超微電腦股份有限公司 SUPER MICRO COMPUTER, INC., which holds all 150,000,000 shares. No managers are registered. [src-017] - Documented: The register's change history for Super Micro Computer, Inc. Taiwan shows a registered address at 新北市中和區連城路232之1號4樓 in the entry of 101年08月10日 (August 10, 2012) and the current address at 建一路150號3樓 from the entry of 102年02月05日 (February 5, 2013), when its capital was NT$300,000,000. [src-017] - Documented: The Companies House register for England and Wales lists Super Micro Computer Limited under company number 10343614, with six officer records, three of them resignations. [src-100] - Documented: Companies House lists three active directors of Super Micro Computer Limited, each giving Supermicro's 980 Rock Avenue, San Jose address for correspondence: David Weigand (appointed February 25, 2021), Kenneth Cheung (appointed January 1, 2024) and Vikranth Malyala (registered as “MALYALA, Vikrant”, appointed January 1, 2024). Cheung's officer page shows this as his only appointment in the register. [src-100] [src-118] - Documented: Companies House lists three former directors of Super Micro Computer Limited: Howard Hideshima (August 24, 2016 to January 30, 2018), Kevin Scott Bauer (January 30, 2018 to February 25, 2021) and Ying Chen (January 1, 2024 to April 30, 2026). The officer pages of Hideshima and Chen each show this directorship as their only appointment in the register. [src-100] [src-101] [src-102] - Documented: Super Micro Computer B.V. is a Dutch private limited company (besloten vennootschap) registered with the Chamber of Commerce (KvK) under number 17102792 since February 26, 1998, recorded as active and located at Het Sterrenbeeld, 's-Hertogenbosch. [src-030] - Qualification: Secondary record: a business-information aggregator's restatement of the Dutch commercial register; the register extract itself is not among the records reviewed. - Documented: Super Micro Computer Holdings B.V., KvK number 76479420, was formed on November 22, 2019 and is listed at Het Sterrenbeeld 28, 5215 ML 's-Hertogenbosch, the address of Super Micro Computer B.V.; its activity is classified as that of a holding company. [src-030] [src-065] - Qualification: Secondary records: two business-information aggregators restating the Dutch commercial register; directors and financial data were not shown. - Documented: Super Micro Computer GmbH is registered at the Frankfurt am Main local court under HRB 128201, with an address at Westendstr. 28, 60325 Frankfurt am Main; its former name was Mitras F207 GmbH and its stated purpose is the provision of operational and administrative services to the parent company. [src-099] - Qualification: Secondary record: a business-information aggregator's restatement of the German commercial register; officers and shareholders were not shown. - Documented: Japan's gBizINFO corporate database, using National Tax Agency corporate-number data dated December 5, 2025, lists スーパーマイクロ株式会社 (Supermicro KK) under corporate number 5010401109566 with its head office on the 21st floor of Shibuya Infoss Tower, 20-1 Sakuragaoka-cho, Shibuya-ku, Tokyo; a linked pension and health-insurance office record shows 42 insured employees. The representative, capital and founding-date fields are blank. [src-103] - Documented: Super Micro Computer (Singapore) Pte. Ltd., unique entity number 202436438Z, is a private company limited by shares incorporated on September 4, 2024 and recorded as live, with its registered office in the Republic Plaza building (Raffles Place, postal code 048619). Its principal activity is business representative offices, with information technology consultancy as secondary activity; one listing updated on October 12, 2026 counts six officers without naming them. [src-104] [src-120] - Qualification: Secondary records: two business-information aggregators restating Singapore's Accounting and Corporate Regulatory Authority register; officers and shareholders were not shown. ## Supermicro's lenders and collateral - Documented: On December 29, 2025 Supermicro entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and a syndicate of lenders for a revolving credit facility of up to $2,000.0 million (including a $200.0 million letter-of-credit sub-limit and a $150.0 million same-day sub-limit, with an option to add up to $1,000.0 million), maturing December 29, 2030. During any period without an investment-grade rating the facility is guaranteed by Supermicro and certain domestic subsidiaries and secured by a first-priority lien on substantially all assets of the loan parties. At June 30, 2026 the full $2,000.0 million was outstanding, and the estimated collateral value of assets held in the United States was about $22.4 billion. [src-002] - Documented: The December 29, 2025 credit agreement was signed for Super Micro Computer, Inc., as lead borrower, by David Weigand with the title Senior Vice President, Chief Financial Officer and Chief Compliance Officer. [src-105] - Documented: Schedules to the December 2025 credit agreement list the debts of the Taiwan subsidiary, Super Micro Computer, Inc. Taiwan, as of November 30, 2025: short-term borrowings of $60 million from E SUN Bank and $57 million from CTBC Bank. They also disclose liens on certain assets of the Taiwan subsidiary, including the Bade facility, securing CTBC Bank's credit lines. [src-105] - Documented: According to Supermicro's fiscal 2026 annual report, the Taiwan subsidiary's new NTD short-term loan and guarantee line and new USD short-term loan line with CTBC Bank continue to be secured by certain of the subsidiary's assets, including property, land and plant. [src-002] - Documented: On February 27, 2024 Supermicro issued $1,725.0 million of convertible senior notes due March 1, 2029 in a private offering. The notes are senior unsecured obligations and, as issued, bore no regular interest; net proceeds were $1,553.7 million after $29.2 million of issuance costs and $142.1 million of related capped call transactions. [src-012] - Documented: On February 11, 2025 Supermicro agreed with certain holders of its 2029 convertible notes to amend those notes, obtain waivers and sell them $700.0 million of new 2.25% convertible senior notes due 2028; the supplemental indentures and the new indenture were executed on February 20, 2025. From that date the 2029 notes bear interest of 3.50% a year with a conversion price of about $83.44 per share, and the amendment was accounted for as an extinguishment with a $30.3 million loss. The 2028 notes mature on July 15, 2028, have an initial conversion price of about $61.06 per share and were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee. [src-012] [src-002] - Documented: By fiscal 2026 Supermicro also had 0.00% convertible senior notes due 2030 outstanding, alongside its 3.50% notes due 2029 and 2.25% notes due 2028. [src-002] - Documented: Supermicro completed two public offerings of common stock in fiscal 2024. On December 5, 2023 it sold 24,158,050 shares at $26.20 per share, of which 23,151,050 were sold by the company (net proceeds about $582.8 million) and 1,007,000 by selling stockholders whom the annual report does not name. On March 22, 2024 it sold 20,000,000 shares at $87.50 per share for net proceeds of about $1.73 billion. [src-012] - Documented: At June 30, 2024 Supermicro reported debt obligations of $402.3 million current and $74.1 million long-term, convertible notes of $1,725.0 million, operating lease obligations of $9.3 million current and $26.1 million long-term, and non-cancelable purchase commitments of $6.2 billion. In June 2024 it signed a data center lease and simultaneously sublicensed it to another party it described as unrelated; because the lease had not commenced it was off the balance sheet, with future fixed payments of about $411.8 million. [src-012] - Documented: At June 30, 2024 Supermicro's lines of credit and term loans totalled $476,429 thousand (against $290,302 thousand a year earlier). Lines of credit comprised CTBC Bank $184,573 thousand, E.SUN Bank $60,000 thousand, Mega Bank $50,000 thousand, HSBC Bank $30,000 thousand, First Bank $28,084 thousand and Chang Hwa Bank $9,215 thousand; the Cathay Bank line, $131,583 thousand a year earlier, had been repaid. Term loans from Chang Hwa Bank, CTBC Bank, E.SUN Bank and Mega Bank totalled $114,557 thousand. [src-012] - Documented: During fiscal 2024 Supermicro obtained a $50 million facility from HSBC Bank (December 7, 2023), increased its CTBC Bank credit lines from $105 million to $185 million (February 16, 2024), renewed a $50 million credit agreement with Mega Bank (April 17, 2024), set up a $60 million trade facility with E.SUN Bank (April 19, 2024) and on April 26, 2024 entered into facilities with Chang Hwa Bank ($20 million and NTD 300 million) and a $30 million loan agreement with First Commercial Bank. On November 20, 2024 it prepaid in full and terminated its 2018 Bank of America credit facility, its Cathay Bank credit agreement and a bridge term loan facility. [src-012] - Documented: Supermicro's 2018 revolving facility with Bank of America, increased to $350.0 million on March 3, 2022 and extended to June 28, 2026, was secured by substantially all of the company's assets other than real property and prohibited dividend payments; nothing was outstanding under it at June 30, 2024 or 2023. Its Cathay Bank line of credit, effective May 19, 2022, was secured by certain of its San Jose properties, whose net book value was $88.4 million at June 30, 2024; borrowings under it were $131.6 million at June 30, 2023 and nil a year later. [src-012] - Documented: At June 30, 2024 land and buildings in Bade, Taiwan with a net book value of $72.9 million secured the CTBC Bank credit line and term loan facility of Supermicro's Taiwan subsidiary. The fiscal 2024 annual report also states that the company's manufacturing facilities in Taoyuan County, Taiwan, about 954,000 square feet on 6.77 acres of owned land, were pledged as security under existing loans with $55.7 million outstanding. [src-012] - Documented: Under an omnibus credit authorization agreement of April 17, 2024 with Mega International Commercial Bank, which raised the credit limit from US$20 million to US$50 million, Supermicro's Taiwan subsidiary must keep specified deposit balances with the bank and Supermicro must keep 100% direct or indirect ownership of the subsidiary. On May 23, 2024 the Taiwan subsidiary also obtained credit lines of up to NTD 1.55 billion (about $47.8 million) from Yuanta Commercial Bank Co., Ltd. [src-012] ## Sources - [src-002] Super Micro Computer, Inc. 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