Lawsuits by shareholders and a former employee

analysisThe first suit in the records followed Supermicro's announcement on August 31, 2015 that its fiscal 2015 annual report would be delayed to complete an investigation into certain marketing expenses. On September 4, 2015 a securities complaint, Deason v. Super Micro Computer, Inc., No. 15-cv-04049, was filed in the U.S. District Court for the Northern District of California against Supermicro, its Chief Executive Officer Charles Liang and its former Chief Financial Officer, claiming violations of Section 10(b) of the Exchange Act through misrepresentations or omissions that the announcement had allegedly revealed. After an earlier successful round of motions to dismiss, the defendants moved on January 12, 2018 to dismiss the amended complaint because it pleaded neither falsity nor scienter, the required intent. On June 27, 2018 the court granted the motion without leave to amend and entered judgment for the defendants; the plaintiff appealed on July 24, 2018 but voluntarily dismissed the appeal, ending the litigation on November 1, 2018. No court found the allegations to be true. ¹

analysisOn February 8, 2018 two putative securities class actions, Hessefort v. Super Micro Computer, Inc., No. 18-cv-00838, and United Union of Roofers v. Super Micro Computer, Inc., No. 18-cv-00850, were filed in the same court against Supermicro, its Chief Executive Officer and its former Chief Financial Officer, alleging violations of Section 10(b) through misrepresentations or omissions about revenue recognition; the appointed lead plaintiff, the New York Hotel Trades Council & Hotel Association of New York City, Inc. Pension Fund, added the senior vice president of investor relations as a defendant. Supermicro said it believed the allegations were without merit and intended to defend vigorously. On March 29, 2021 the court dismissed with prejudice the claims against former head of investor relations Perry Hayes and the Section 10(b) claim against Wally Liaw, and refused to dismiss the claims against Supermicro, Charles Liang and former CFO Howard Hideshima. The parties settled for $18,250,000, of which Supermicro funded $2,000,000, and the court granted final approval on May 5, 2023; the claims were never adjudicated on the merits. ^{1 2}

analysisA new set of putative securities class actions was filed in the Northern District of California against Supermicro, Charles Liang and Chief Financial Officer David Weigand on August 30, 2024 (Averza v. Super Micro Computer, Inc., No. 5:24-cv-06147), October 4, 2024 (Norfolk County Retirement System) and October 18, 2024 (Covey Financial). The suits allege violations of Section 10(b) of the Exchange Act and Rule 10b-5 and, against Liang and Weigand as controlling persons, Section 20(a), through misrepresentations or omissions about Supermicro's financial results and internal controls. The court related the cases and appointed Universal-Investment-Gesellschaft mbH lead plaintiff, the investor chosen to conduct the case for the class; on September 22, 2025 it filed a consolidated amended complaint for purchasers between November 3, 2020 and October 30, 2024, alleging that statements that earlier control weaknesses had been remediated were false and that problems such as an inappropriate tone at the top persisted. The defendants moved to dismiss on November 21, 2025. These are plaintiffs' allegations; no court has found them to be true. ^{1 2}

analysisThe lead plaintiff relied on former employees. The only one named, former senior executive Bob Luong, was said to have reviewed a quarterly revenue recognition report in December 2020 that improperly accounted for revenue by 3.5%, to have observed practices that overvalued inventory from February 2021 until October 2022, and to have received a February 18, 2022 email showing revenue recognised for hardware before installation. The court noted that Luong left Supermicro on October 14, 2022, before most of the challenged statements, and held that the former-employee allegations did not tie these events to the falsity of particular statements; it found them insufficiently particular and did not assess whether they were true. ²

analysisOn September 30, 2026 Judge Edward J. Davila granted the motion of Supermicro, Liang and Weigand and dismissed In re Super Micro Computer, Inc. Securities Litigation, No. 5:24-cv-06147-EJD, with leave to amend by October 21, 2026. 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. The ruling concerns the sufficiency of the pleadings, not the merits, and the plaintiff was allowed to amend. ^{2 1}

analysisA parallel claim was brought in Canada. On November 22, 2024 1000099739 Ontario Ltd. filed a putative class action, No. CV-24-00731863-OOCP, 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. Supermicro moved on August 1, 2025 to dismiss the claim for lack of jurisdiction, with the hearing set for December 8, 2025, and the plaintiff dismissed the claim on December 8, 2025. Supermicro's December 29, 2025 credit-agreement schedule still listed the claim, recording only that the hearing on the motion to dismiss had been held that day. No court found the allegations to be true. ^{1 3 4}

analysisA second set of putative securities class actions began on March 25, 2026 with Bhuva v. Super Micro Computer, Inc., No. 3:26-cv-02606, filed in the Northern District of California against Supermicro, Charles Liang and David Weigand under the Exchange Act; suits filed on April 8, 2026 (City of Hialeah Employees Retirement System, No. 5:26-cv-03018) and May 12, 2026 (Chung, No. 5:26-cv-04394) also named a former director, whom the company's annual report does not name. Supermicro's annual report says the complaints contain allegations similar to the 2024 suits about misrepresentations or omissions concerning its financial results and internal controls, and its fiscal 2026 report states that the matters are too preliminary to judge whether an adverse outcome is probable or to estimate any possible loss. No court has found the allegations to be true. ^{1 2 3}

analysisThe 2026 cases are before Judge Jacqueline Scott Corley. Judge Davila denied the defendants' April 15, 2026 motion to relate Bhuva to the 2024 case, and on June 8, 2026 Judge Corley related the Hialeah and Chung cases to Bhuva. Several investors and institutions moved in late May 2026 to be lead plaintiff, among them the Arkansas Teacher Retirement System and a group of Handelsbanken Fonder AB, the Public Employees Retirement System of Mississippi and Storebrand Asset Management AS; after a July 2, 2026 hearing the court consolidated the cases and appointed a lead plaintiff and lead counsel on July 13, 2026, a lead plaintiff the company describes as a coalition of institutional investors. An appeal was docketed in the Ninth Circuit (No. 26-4794) on July 27, 2026 and a Ninth Circuit order was entered on September 11, 2026; the docket entries read do not name the appellant or describe the order. The court later related Cepeda (No. 5:26-cv-07081; August 6, 2026) and Roy (No. 26-cv-08757; September 9, 2026). An amended complaint was filed on October 9, 2026, and no ruling on the merits had been made by October 16, 2026. ^{1 3 2 4}

analysisIn a derivative suit a shareholder sues on the company's behalf, usually against its directors and officers, and the company is named as a nominal defendant. Two such 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 Northern District of California on May 5, 2021. Each named certain current and former directors and officers and alleged 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. The defendants demurred in Barry, where 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. 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. ¹

analysisOn September 11, 2024 a shareholder filed a derivative suit on Supermicro's behalf, Hollin v. Liang, No. 5:24-cv-06410, in the Northern District of California against current and former directors and officers Shiu Leung (Fred) Chan, Daniel W. Fairfax, Susie Giordano (Susan Mogensen), Charles Liang, Yih-Shyan Liaw, Judy Lin, Sara Liu, Tally Liu, Michael S. McAndrews, Hwei-Ming Tsai, Saria Tseng, Sherman Tuan and David Weigand, seeking recovery for the company, which is named only as a nominal defendant; Robert Blair also appears among the individual defendants. Four similar suits followed in the same court (Latypov, Keritsis, Roy and Jha). They allege derivative claims under Sections 10(b), 14(a) and 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste, arising from allegedly false and misleading statements about Supermicro's business and financial results. Judge Davila stayed the case by stipulation on November 5, 2024 and consolidated the five suits on January 14, 2025 as In re Super Micro Computer, Inc. Derivative Litigation; motions by proposed intervenors were denied on March 31, 2025 and a renewed motion to lift the stay was withdrawn on June 2, 2026. The docket shows no ruling on the merits through September 30, 2026, and Supermicro's fiscal 2026 annual report states that the derivative matters are too preliminary to judge whether an adverse outcome is probable or to estimate any possible loss. ^{2 3}

analysisThree similar derivative suits were filed in the Superior Court of California, County of Santa Clara: Spatz v. Liang, No. 24CV452241 (November 20, 2024), Clark v. Liang (December 17, 2024) and Carter v. Liang (December 20, 2024). They assert breach of fiduciary duty, aiding and abetting, waste of corporate assets, unjust enrichment and insider trading based on allegations similar to the federal suits, and name Supermicro as nominal defendant. The state court consolidated the three actions and stayed all proceedings; Supermicro's December 2025 credit-agreement schedule dates the stay to March 24, 2025. No court has ruled on the shareholders' allegations. ^{3 4}

analysisFurther derivative suits followed in 2025 and 2026. Anderson v. Liang, C.A. No. 2025-0986-KSJM, was filed in the Delaware Court of Chancery on August 29, 2025 against current and former directors and officers; Mathiyalagan v. Liang, filed on January 6, 2026, was 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, was 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. No court has ruled on these allegations, and Supermicro's fiscal 2026 annual report calls the matters too preliminary to judge the likelihood of an adverse outcome or estimate any loss. ³

analysisLiaw changed counsel in the federal derivative case in 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; on April 28, 2026 the court granted Liaw's motion to substitute counsel, and on May 8, 2026 it admitted Nelson Boxer to appear for Liaw pro hac vice. ²

analysisBob K. Luong, who had accepted Supermicro's December 19, 2012 offer to work as Director, Technology Enabler in San Jose, sued Supermicro and its Chief Executive Officer Charles Liang in the Northern District of California on April 24, 2024 (Luong v. Super Micro Computer, Inc., No. 24-cv-02440). Luong alleged that they retaliated for reports of misleading accounting practices and other misconduct, in violation of the Sarbanes-Oxley Act (18 U.S.C. § 1514A), California Labor Code § 1102.5 and California's Fair Employment and Housing Act. According to Luong's April 12, 2023 administrative complaint as quoted by the court, Luong reported revenue recognition and allocation concerns in late 2020 and early 2021 to Chief Financial Officer Kevin Bauer, who met with Liang about them; Luong was placed on involuntary administrative leave on October 14, 2022 and, according to the complaint, terminated on April 12, 2023. ^{1 2 3 4}

analysisThe administrative complaint, as quoted by the court, also alleged that Supermicro and Liang recognised revenue early and understated expenses contrary to accounting rules, and that after appearing to curtail these activities for a brief period following the SEC enforcement action and the January 2020 relisting on NASDAQ, “it did not take long until they began to engage in unlawful accounting activities again”. The court quoted this allegation only to decide whether Liang had been adequately notified of the administrative complaint and made no finding on it; the case later ended in a stipulated dismissal. ^{2 4}

analysisSupermicro and Liang moved to compel arbitration and to dismiss. On November 4, 2024 Judge Beth Labson Freeman compelled arbitration of Luong's state-law claims and stayed the case; Luong then dropped those claims to proceed only on the 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, and on July 8, 2025 the defendants answered the second amended complaint. 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; the docket does not disclose any terms. The court addressed only procedural questions and did not decide whether Luong's allegations were true. ^{1 5 2 3 4}

analysisSupermicro 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. A subpoena is a request for documents in an investigation, not a charge or finding, and the schedules to Supermicro's December 29, 2025 credit agreement state that no charges had been reported by then. ^{1 2}

analysisSupermicro's fiscal 2026 annual report adds an SEC subpoena for documents on certain customers, including one customer that is the subject of the 2026 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 of the Bureau of Industry and Security 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; the disclosure states no charge or finding against it. ¹