株探米国株
エドガーで原本を確認する
0001375365false00013753652026-02-032026-02-03


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): February 3, 2026
 

SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
 

Delaware 001-33383 77-0353939
(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 or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class   Trading
Symbol(s)
  Name of each exchange
on which registered
Common Stock, $0.001 par value   SMCI   The 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 2.02 Results of Operations and Financial Condition
On February 3, 2026, Super Micro Computer, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the quarter ended December 31, 2025. 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 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number
Description
99.1
104 Cover Page Interactive Data File





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SUPER MICRO COMPUTER, INC.
Date: February 3, 2026
By: /s/ Charles Liang
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)


EX-99.1 2 exhibit991_20251231.htm EX-99.1 Document

Exhibit 99.1
image_0a.jpg

Supermicro Announces Second Quarter Fiscal Year 2026 Financial Results

SAN JOSE, Calif. -- February 3, 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 second quarter of fiscal year 2026 ended December 31, 2025.

Second Quarter Fiscal Year 2026 Highlights

•Net sales of $12.7 billion versus $5.0 billion in Q1'26 and $5.7 billion in Q2'25

•Gross margin of 6.3% versus 9.3% in Q1'26 and 11.8% in Q2'25

•Net income of $401 million versus $168 million in Q1'26 and $321 million in Q2'25

•Diluted net income per common share of $0.60 versus $0.26 in Q1'26 and $0.51 in Q2'25

•Non-GAAP gross margin of 6.4% versus 11.9% in Q2'25

•Non-GAAP diluted net income per common share of $0.69 versus $0.59 in Q2'25

•Cash flow used in operations for Q2'26 of $24 million and capital expenditures and investments of $46 million

“With our leading AI server and storage technology foundation, strong customer engagements, and expanding global manufacturing footprint, we are scaling rapidly to support large AI and enterprise deployments while continuing to strengthen our operational and financial execution,” said Charles Liang, Founder, President and CEO of Supermicro. “Our DCBBS, Data Center Building Block Solutions, enable customers to scale faster, greener, and at lower cost, Supermicro is well positioned to capture the next wave of AI and IT infrastructure demand.”

As of December 31, 2025, total cash and cash equivalents was $4.1 billion and total bank debt and convertible notes were $4.9 billion.




Business Outlook

The Company expects net sales of at least $12.3 billion for the third quarter of fiscal year 2026 ending March 31, 2026, GAAP net income per diluted share of at least $0.52 and non-GAAP net income per diluted share of at least $0.60. The Company’s projections for GAAP and non-GAAP net income per diluted share assume a tax rate of approximately 19.6% and 20.2%, respectively, and a fully diluted share count of 684 million shares for GAAP and fully diluted share count of 699 million shares for non-GAAP. The outlook for the third quarter of fiscal year 2026 GAAP net income per diluted share includes approximately $62 million in expected stock-based compensation, net of related tax effects of $19 million that are excluded from non-GAAP net income per diluted share.

For fiscal year 2026, the Company expects net sales of at least $40.0 billion.

Conference Call and Webcast Information

Supermicro will present a live audio webcast of our conference call to review its second quarter of fiscal year 2026 financial results on Tuesday, February 3, 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 and the negatives of those terms. Such forward looking statements may include statements regarding, among other things, guidance for the third quarter of fiscal year 2026 and updated full year fiscal 2026 guidance, expectations that additional customer commitments will be secured in the upcoming quarters of fiscal year 2026, meeting the Company's long-term targets and capitalizing on the growing market opportunity in the long-term, and our progressing leadership in DCBBS, DLC and AI technology. Such forward looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from those anticipated, including: (i) our quarterly operating results may fluctuate, (ii) as we increasingly target larger customers and larger sales opportunities, our customer base may become more concentrated, our cost of sales may increase, our margins may be lower and our sales may become less predictable for a variety of reasons, many of which are not in our control, (iii) the average sales prices for our server solutions could decline if customers do not continue to purchase our latest generation products or additional components, and (iv) adverse economic conditions could affect our business, including, but not limited to, increased tariffs. Certain prior period amounts have been reclassified to conform to the current period presentation. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward looking statements are detailed in our filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings, particularly in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025.

About Super Micro Computer, Inc.

Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first-to-market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions manufacturer with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enables our development and production, enabling next-generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

Supermicro, Server Building Block Solution, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.




All other brands, names, and trademarks are the property of their respective owners.

Investor Relations Contact:
Nicole Noutsios
Stratos Advisors
email: ir@supermicro.com

Source: Super Micro Computer, Inc.




SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 (unaudited)

December 31, June 30,
2025 2025
ASSETS
Current assets:
Cash and cash equivalents $ 4,091,083  $ 5,169,911 
Accounts receivable, net of allowance for credit losses 11,004,122  2,203,942 
Inventories 10,595,448  4,680,375 
Prepaid expenses and other current assets 433,944  247,426 
Total current assets 26,124,597  12,301,654 
Property, plant, and equipment, net 538,584  504,488 
Deferred income taxes, net 655,367  607,416 
Other assets 683,062  604,871 
Total assets $ 28,001,610  $ 14,018,429 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 13,753,207  $ 1,281,977 
Accrued liabilities 548,179  565,637 
Income taxes payable 118,700  53,381 
Lines of credit and current portion of term loans
201,776  75,060 
Deferred revenue 774,846  368,737 
Total current liabilities 15,396,708  2,344,792 
Deferred revenue, non-current 527,909  362,645 
Term loans, non-current
21,437  37,415 
Convertible notes
4,654,623  4,645,178 
Other long-term liabilities 408,756  326,528 
Total liabilities 21,009,433  7,716,558 
Stockholders’ equity:
Common stock and additional paid-in capital 2,987,932  2,866,449 
Accumulated other comprehensive income 695  705 
Retained earnings 4,003,388  3,434,539 
Total Super Micro Computer, Inc. stockholders’ equity 6,992,015  6,301,693 
Non-controlling interest 162  178 
Total stockholders’ equity 6,992,177  6,301,871 
Total liabilities and stockholders’ equity $ 28,001,610  $ 14,018,429 



SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 (unaudited)

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Net sales $ 12,682,491  $ 5,677,962  $ 17,700,281  $ 11,615,218 
Cost of sales 11,883,924  5,007,940  16,434,341  10,169,616 
Gross profit 798,567  670,022  1,265,940  1,445,602 
Operating expenses:
Research and development 180,761  158,229  354,075  290,472 
Sales and marketing 73,078  79,568  121,006  148,422 
General and administrative 70,430  63,601  134,305  128,885 
Total operating expenses 324,269  301,398  609,386  567,779 
Income from operations 474,298  368,624  656,554  877,823 
Other income, net 225  4,183  96  3,409 
Interest income 51,042 8,776 102,398 16,783
Interest expense (25,358) (6,535) (50,289) (23,889)
Income before income tax provision 500,207  375,048  708,759  874,126 
Income tax provision (99,151) (56,969) (139,312) (131,701)
Share of (loss) gain from equity investee, net of taxes (492) 2,517  (598) 2,498 
Net income $ 400,564  $ 320,596  $ 568,849  $ 744,923 
Net income per common share (A):
Basic $ 0.67  $ 0.54  $ 0.95  $ 1.26 
Diluted $ 0.60  $ 0.51  $ 0.86  $ 1.17 
Weighted-average shares used in the calculation of net income per common share (A):
Basic 598,004  592,507  596,814  591,033 
Diluted 693,989  636,047  674,068  637,597 

(A) Reflects a ten-for-one stock split on September 30, 2024.

Stock-based compensation is included in the following cost and expense categories by period (in thousands):

  Three Months Ended December 31, Six Months Ended December 31,
  2025 2024 2025 2024
Cost of sales $ 6,803  $ 6,694  $ 13,878  $ 10,653 
Research and development 59,542  50,809  116,975  87,336 
Sales and marketing 10,324  9,559  21,424  17,322 
General and administrative 13,816  15,060  27,347  30,825 
Stock-based compensation expense, before taxes
$ 90,485  $ 82,122  $ 179,624  $ 146,136 



SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 (unaudited)

Six Months Ended December 31,
  2025 2024
OPERATING ACTIVITIES:
Net income $ 568,849  $ 744,923 
Reconciliation of net income to net cash (used in) provided by operating activities:
Depreciation and amortization
25,354  18,557 
Amortization of right-of-use (“ROU”) assets 17,670  5,991 
Amortization of debt discount and issuance costs 9,506  4,415 
Inventory valuation adjustment write-down 169,100  34,032 
Stock-based compensation expense 179,624  146,136 
Impairment loss 13,747  — 
Share of loss (gain) from equity investee 598  (2,498)
Unrealized foreign currency exchange loss (gain) 159  (300)
Deferred income taxes, net
(51,875) (76,078)
Other non-cash income, net (8,705) (4,125)
Changes in operating assets and liabilities:
Accounts receivable, net
(8,792,828) (319,374)
Inventories (6,088,819) 699,613 
Prepaid expenses and other assets
(58,855) (398,769)
Accounts payable
12,466,768  (906,916)
Accrued liabilities
(39,661) (59,654)
Income taxes payable 68,041  96,845 
Deferred revenue 571,373  182,276 
Other long-term liabilities
8,533  4,073 
Net cash (used in) provided by operating activities (941,421) 169,147 
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (53,491) (71,836)
Investment in equity securities (25,000) — 
Net cash used in investing activities (78,491) (71,836)
FINANCING ACTIVITIES:
Proceeds from lines of credit and term loans
238,800  1,306,777 
Repayment of lines of credit and term loans
(123,391) (1,574,059)
Payment of debt issuance costs (9,785) — 
Proceeds from exercise of stock options
12,925  6,869 
Payment for withholding taxes related to settlement of equity awards
(71,066) (77,036)
Other 14  15 
Net cash provided by (used in) financing activities 47,497  (337,434)
Effect of exchange rate fluctuations on cash (6,161) 837 
Net decrease in cash, cash equivalents and restricted cash (978,576) (239,286)
Cash, cash equivalents and restricted cash at the beginning of the period 5,172,301  1,670,273 
Cash, cash equivalents and restricted cash at the end of the period $ 4,193,725  $ 1,430,987 
Supplemental disclosure of cash flow information:
Cash paid for interest $ 40,470  $ 19,006 
Cash paid for taxes, net of refunds $ 90,574  $ 57,029 



SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 (unaudited)

Non-cash investing and financing activities:
Unpaid property, plant, and equipment purchases $ 17,131  $ 26,674 
ROU assets obtained in exchange for operating lease commitments $ 94,073  $ 18,472 
Transfer of inventory to property, plant, and equipment, net $ 4,646  $ 3,238 



SUPER MICRO COMPUTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
 (unaudited)


Use of Non-GAAP Financial Measures

To supplement its condensed consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), the Company uses non-GAAP measures that are adjusted for certain items from the most directly comparable GAAP measures. The specific non-GAAP measures presented below are: gross profit, gross margin; operating expenses; net income; net income per common share; diluted net income; diluted net income per common share, adjusted earnings before interest, taxes, depreciation, and amortization, (“Adjusted EBITDA”); and effective tax rate. Management believes these non-GAAP measures provide useful information to investors by offering a consistent basis for comparing the Company's performance across periods, excluding items that are not reflective of our core operating results. These non-GAAP measures are not prepared in accordance with GAAP or intended to be a replacement for GAAP financial data; and therefore, should be reviewed together with the GAAP measures and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies.

We exclude the following adjustments from our non-GAAP financial measures:

Non-GAAP Adjustments

•Stock-based compensation: Stock-based compensation relates primarily to our equity incentive awards. Stock-based compensation is a non-cash expense that is dependent on market forces that are difficult to predict. We believe that this adjustment for stock-based compensation provides investors with a basis to measure the company's core performance, including compared with the performance of other companies, without the period-to-period variability created by stock-based compensation.

•Adjusted EBITDA adjustments: When calculating Adjusted EBITDA, in addition to the adjustments described above, we exclude the impact of Interest expense, Income tax (provision) benefit, and Depreciation and amortization during the period.

Pursuant to the requirements of SEC Regulation G, please see the tables below for the reconciliations of GAAP to Non-GAAP measures. These should be read together with the preceding financial statements prepared in accordance with GAAP.




SUPER MICRO COMPUTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
 (unaudited)


Reconciliation of GAAP Net Income to Adjusted EBITDA:

Three Months Ended Six Months Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
GAAP Net Income
$ 400,564  $ 320,596  $ 568,849  $ 744,923 
Interest expense 25,358  6,535  50,289  23,889 
Income tax provision 99,151  56,969  139,312  131,701 
Depreciation and amortization 13,013  9,183  25,354  18,557 
Stock-based compensation 90,485  82,122  179,624  146,136 
Adjusted EBITDA
$ 628,571  $ 475,405  $ 963,428  $ 1,065,206 
Adjusted EBITDA % of net sales
5.0  % 8.4  % 5.4  % 9.2  %

Reconciliation of GAAP to Non-GAAP Gross Margin:

Three Months Ended Six Months Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
GAAP Gross Profit
$ 798,567  $ 670,022  $ 1,265,940  $ 1,445,602 
Stock-based compensation 6,803  6,694  13,878  10,653 
Non-GAAP Gross Profit
$ 805,370  $ 676,716  $ 1,279,818  $ 1,456,255 
GAAP gross margin (%)
6.3  % 11.8  % 7.2  % 12.4  %
Stock-based compensation (%)
0.1  % 0.1  % —  % * 0.1  %
Non-GAAP gross margin (%)
6.4  % 11.9  % 7.2  % 12.5  %

*Represents an amount less than 0.1%.

Reconciliation of GAAP to Non-GAAP Operating Expenses:

Three Months Ended Six Months Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
GAAP Operating Expenses
$ 324,269  $ 301,398  $ 609,386  $ 567,779 
Adjustments to operating expenses
GAAP R&D operating expenses
180,761  158,229  354,075  290,472 
Stock-based compensation
(59,542) (50,809) (116,975) (87,336)
Non-GAAP R&D operating expenses
121,219  107,420  237,100  203,136 
GAAP S&M operating expenses
73,078  79,568  121,006  148,422 
Stock-based compensation
(10,324) (9,559) (21,424) (17,322)
Non-GAAP S&M operating expenses
62,754  70,009  99,582  131,100 
GAAP G&A operating expenses
70,430  63,601  134,305  128,885 
Stock-based compensation (13,816) (15,060) (27,347) (30,825)
Non-GAAP G&A operating expenses
56,614  48,541  106,958  98,060 
Non-GAAP Operating Expenses
$ 240,587  $ 225,970  $ 443,640  $ 432,296 




SUPER MICRO COMPUTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
 (unaudited)


Reconciliation of GAAP to Non-GAAP Net Income:

Three Months Ended Six Months Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
GAAP Net Income - basic $ 400,564  $ 320,596  $ 568,849  $ 744,923 
Adjustments related to stock-based compensation:
Cost of sales
6,803  6,694  13,878  10,653 
Operating expenses 83,682  75,428  165,746  135,483 
Total adjustments to GAAP income before income tax provision
90,485  82,122  179,624  146,136 
Income tax effect of non-GAAP adjustments
(22,459) (19,136) (41,660) (35,009)
Non-GAAP net income - basic $ 468,590  $ 383,582  $ 706,813  $ 856,050 
GAAP net income - basic $ 400,564  $ 320,596  $ 568,849  $ 744,923 
Convertible notes interest charge, net of tax 17,888  1,110  10,986  3,859 
GAAP net income - diluted $ 418,452  $ 321,706  $ 579,835  $ 748,782 
Non-GAAP net income - basic $ 468,590  $ 383,582  $ 706,813  $ 856,050 
Convertible notes interest charge, net of tax 17,888  1,110  10,986  3,859 
Non-GAAP net income - diluted
$ 486,478  $ 384,692  $ 717,799  $ 859,909 
Weighted-average shares used in the calculation of net income per common share:
Basic - GAAP
598,004  592,507  596,814  591,033 
Basic - Non-GAAP
598,004  592,507  596,814  591,033 
Diluted - GAAP
693,989  636,047  674,068  637,597 
Non-GAAP adjustment 15,126  10,624  14,259  9,777 
Diluted - Non-GAAP
709,115  646,671  688,327  647,374 

Reconciliation of GAAP to Non-GAAP EPS:

Three Months Ended Six Months Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
GAAP Net Income per common share - basic
$ 0.67  $ 0.54  $ 0.95  $ 1.26 
Adjustments to GAAP:
Stock-based compensation 0.15  0.14  0.30  0.25 
Income tax (0.04) (0.03) (0.07) (0.06)
Non-GAAP Net Income per common share - basic
$ 0.78  $ 0.65  $ 1.18  $ 1.45 
GAAP net income per common share - diluted $ 0.60  $ 0.51  $ 0.86  $ 1.17 
Adjustments to GAAP:
Stock-based compensation 0.13  0.12  0.25  0.22 
Income tax (0.04) (0.04) (0.07) (0.06)
Non-GAAP Net Income per common share – diluted
$ 0.69  $ 0.59  $ 1.04  $ 1.33 




SUPER MICRO COMPUTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
 (unaudited)


GAAP to Non-GAAP Effective Tax Rate:

Three Months Ended Six Months Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
GAAP effective tax rate
19.8  % 15.2  % 19.7  % 15.1  %
Total adjustments to GAAP provision to income tax
0.8  % 1.4  % 0.7  % 1.2  %
Non-GAAP effective tax rate
20.6  % 16.6  % 20.4  % 16.3  %