SMCI

smci-20261020

0001375365false00013753652026-10-202026-10-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2026

SUPER MICRO COMPUTER, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3338377-0353939

(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

980 Rock Avenue, San Jose, California 95131

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 503-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, $0.001 par value per shareSMCIThe NASDAQ Global Select Market

Depositary Shares, each representing a 1/20th interest in a share of 7.00% Series A Mandatory Convertible Preferred Stock, $0.001 par value per shareSMCIPThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02Results of Operations and Financial Condition

On October 20, 2026, Super Micro Computer, Inc. (the “Company”) issued a press release (the “Press Release”) providing a preliminary business update for the quarter ended September 30, 2026. A copy of the Press Release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information in, and the exhibit furnished pursuant to, Item 2.02 of this report, including Exhibit 99.1, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit NumberDescription

99.1 Press Release entitled “Supermicro Provides First Quarter of Fiscal Year 2027 Preliminary Business Update” dated October 20, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUPER MICRO COMPUTER, INC.

Date: October 20, 2026 By:/s/ Charles Liang

President, Chief Executive Officer and Chairman of the Board

EX-99.1

2 exhibit991_20260630.htm

EX-99.1

Document

Exhibit 99.1

Supermicro Announces Fourth Quarter and Full Fiscal Year 2026 Financial Results

SAN JOSE, Calif. -- August 11, 2026 -- (BUSINESS WIRE) -- Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”), a Total IT Solution Provider for AI, Cloud, Storage, and 5G/Edge, today announced unaudited financial results for its fourth quarter and full fiscal year ended June 30, 2026.

Fourth Quarter Fiscal Year 2026 Highlights

•Net sales of $11.1 billion versus $10.2 billion in Q3'26 and $5.8 billion in Q4'25.

•Gross margin of 17.5% versus 9.9% in Q3'26 and 9.5% in Q4'25.

•Net income of $1,178 million versus $483 million in Q3'26 and $195 million in Q4'25.

•Diluted net income per common share of $1.62 versus $0.72 in Q3'26 and $0.31 in Q4'25.

•Non-GAAP gross margin of 17.6% versus 9.6% in Q4'25.

•Non-GAAP diluted net income per common share of $1.70 versus $0.41 in Q4'25.

•Cash flow provided by operations for Q4'26 of $747 million and capital expenditures and investments of $25 million.

"Our Total AI/IT Solutions strategy continues to deliver strong results, we added several hundred enterprise and other customers in the past year, generated more than $60 billion in new orders, and booked record backlog entering fiscal 2027," said Charles Liang, Founder, President and CEO of Supermicro. "As demand accelerates, we are improving profitability through a richer enterprise customer mix and broader adoption of our optimized Data Center Building Block Solutions® (DCBBS) architecture. Combined with continued investment in technology leadership, manufacturing scale, and global compliance, we are enabling customers to deploy AI infrastructure faster and more efficiently."

The Non-GAAP gross margin for the fourth quarter of fiscal year 2026 was 17.6% with adjustments for stock-based compensation expense of $9 million. The Non-GAAP diluted net income per common share for the fourth quarter of fiscal year 2026 was $1.70.

Fiscal Year 2026 Summary

Net sales for the full fiscal year ended June 30, 2026, were $39.1 billion versus $22.0 billion for the fiscal year ended June 30, 2025. Gross margin for fiscal year 2026 was 10.8% versus 11.1% for the fiscal year ended June 30, 2025. Net income for fiscal year 2026 was $2.2 billion, or $3.26 per diluted share, versus $1.0 billion, or $1.68 per diluted share, for fiscal year 2025.

For the full fiscal year ended 2026, non-GAAP gross margin was 10.9%, with adjustments for stock-based compensation expenses of $34 million. Non-GAAP net income attributable to common stockholders for fiscal year 2026 was $2.5 billion, or $3.63 per diluted share, versus $1.3 billion, or $2.06 per diluted share, for fiscal year 2025. This non-GAAP net income attributable to common stockholders includes adjustments for stock-based compensation expense of $316 million, which are net of the related tax effect of $97 million for fiscal year 2026.

As of June 30, 2026, total cash and cash equivalents was $7.5 billion and total bank debt and convertible notes were $8.7 billion.

Business Outlook

The Company expects net sales in the range of $14.5 billion and $15.5 billion for the first quarter of fiscal year 2027 ending September 30, 2026, GAAP net income per diluted share of $0.89 to $0.98 and non-GAAP net income per diluted share of $1.01 to $1.10. The Company’s projections for GAAP and non-GAAP net income per diluted share assume a tax rate of approximately 20.1% and 20.5%, respectively, and a fully diluted share count of 745 million shares for GAAP and fully diluted share count of 761 million shares for non-GAAP. The outlook for the first quarter of fiscal year 2027 GAAP net income per diluted share includes approximately $106 million in expected stock-based compensation expense, net of related tax effects of $32 million that are excluded from non-GAAP net income per diluted share.

For fiscal year 2027, the Company expects net sales in the range of $65.0 billion to $72.0 billion.

Conference Call and Webcast Information

Supermicro will present a live audio webcast of our conference call to review its fourth quarter and full fiscal year 2026 financial results on Tuesday, August 11, 2026, at 5:00 p.m. ET / 2:00 p.m. PT. The webcast will be available at https://ir.supermicro.com.

A replay of the webcast will be available shortly after the call at the same website and will remain accessible for one year.

Forward Looking Statements and Other Disclosures

Statements contained in this press release that are not historical fact may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “may,” "plan,” “seek,” “should,” “will,” “would,” “optimistic” or similar expressions

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