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Screener / SEC EDGAR /CIK 0001375365 /10-K filed Aug 31, 2026, compared with Aug 28, 2025 /Numbers from the XBRL of the 10-Ks
Nasdaq Technology · Computer Hardware

Supermicro SMCI

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The 10-K against last year's

152 changes: 32 added, 30 removed, 89 reworded, 1 quiet changes

10-K Aug 31, 2026 vs Aug 28, 2025
Risk Factors 19.9% of the text changed · 18,604 words now · 22 new paragraphs, 23 gone MD&A 31.7% of the text changed · 7,156 words now · 10 new paragraphs, 7 gone Legal Proceedings 45.0% of the text changed · 2,007 words now Accounting Policies 21.4% of the text changed · 6,043 words now

10-K 0001375365-26-000022 (Aug 31, 2026) vs 10-K 0001375365-25-000027 (Aug 28, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

209 paragraphs · 22 new · 61 reworded · 23 gone · 10-K Aug 31, 2026 against Aug 28, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 24 · 49% changed Every version of it
•Our operations •We are impacted by subject to complex laws, rules rules, regulations, and regulations related to export control to which our business is subject, and rapid changes in such laws, rules, and regulations as well as political and other actions related thereto actions, including restrictions on the export of our products, which may adversely impact our business;
Paragraph 144 · 49% changed Every version of it
Our operations We are impacted by subject to complex laws, rules rules, regulations, and regulations related to import and export controls to which our business is subject, and rapid changes in such laws, rules, and regulations as well as political and other actions related thereto actions, including restrictions on the export of our products, which may adversely impact our business.
Paragraph 205 · 44% changed Every version of it
We derive significant tax benefits from non‑U.S. operations under current tax laws and incentives. Legislative changes, such as the OECD Pillar Two (15% minimum tax) framework, could reduce these benefits. Malaysia joined Pillar Two effective January 1, 2025. Although our Malaysian subsidiary has a 10‑year tax exemption beginning in fiscal year 2026, guidance on whether a top‑up tax will apply remains pending. In the U.S., the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, permanently extends certain Tax Cuts and Jobs Act provisions, modifies the international tax framework, and restores favorable business tax provisions, with effective dates through 2027. We are evaluating its have recognized the tax effects of currently effective OBBBA provisions in our results for fiscal year 2026. We will continue to evaluate the impact on our consolidated results, along with other evolving global of these legislative changes as tax rules. authorities provide additional guidance and interpretation.
Paragraph 31 · 42% changed Every version of it
•Provisions in the our 2029 Convertible Notes Indenture, the 2028 Convertible Notes Indenture, and the 2030 Convertible Notes Indenture could delay Indenture, the conversion of our Mandatory Convertible Preferred Stock or prevent an otherwise beneficial takeover Depositary Shares, or the payment of us, dividends on Mandatory Convertible Preferred Stock in shares of common stock, may dilute the ownership interest of our existing stockholders or may otherwise depress the price of our common stock; stockholders;
Paragraph 197 · 42% changed Every version of it
Provisions in the our 2029 Convertible Notes Indenture, the 2028 Convertible Notes Indenture, and the 2030 Convertible Notes Indenture could delay Indenture, the conversion of our Mandatory Convertible Preferred Stock or prevent an otherwise beneficial takeover Depositary Shares, or the payment of us, dividends on Mandatory Convertible Preferred Stock in shares of common stock, may dilute the ownership interest of our existing stockholders or may otherwise depress the price of our common stock. stockholders.
Paragraph 107 · 38% changed Every version of it
Our employees, contractors, consultants, service providers or other members of our workforce have used and may continue to use internal or third-party AI tools and other machine learning technologies, including publicly available generative AI platforms, on an unauthorized basis or inappropriate basis, which poses additional risks relating to the protection of data, data including the potential exposure of our proprietary confidential information to unauthorized recipients and the misuse of our or third-party intellectual property. Use of AI technology by our workforce may also result in allegations or claims against us related to violation violations of third-party intellectual property rights, unauthorized access to or use of proprietary information and information, failure to comply with open-source software requirements. requirements, or violations of laws, regulations, customer requirements or our internal policies. Moreover, with the use of certain AI and other machine learning technologies, including those licensed from third parties, there may be a lack of transparency of the sources of data used to train or develop such technologies or how inputs are converted to outputs, and we may not be able to fully validate this process and its accuracy. AI technology may also produce inaccurate inaccurate, incomplete, biased, misleading or fabricated responses that could lead to errors in our decision-making, solution development development, financial reporting, compliance activities, customer communications or other business activities, which result in content that is biased, harmful or discriminatory, or otherwise not function as intended, and any of the foregoing could have a negative impact on our business, our reputation, operating results and financial condition. condition, or we could be subject to claims (including product liability claims), litigation (including class actions) or incur liability. Our ability to mitigate these risks will depend on our continued effective training, monitoring and enforcement of appropriate policies policies, procedures and procedures controls governing the use of AI technology, and compliance by our workforce. However, our policies, controls, training and monitoring may not be sufficient to prevent unauthorized, inappropriate or harmful uses of AI technologies.
Paragraph 151 · 30% changed Every version of it
Such restrictions could include additional unilateral or multilateral import and export controls on certain products or technology, including but not limited to AI technologies and high-performance computing. As geopolitical tensions have increased, products containing semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export control restrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to China, and could tangentially negatively impact our warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue and financial results. Import and export controls targeting products containing GPUs and semiconductors associated with AI, which have been imposed and are increasingly likely to be further tightened, would further restrict our ability to export our technology, products, or services given that competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results. In addition, such controls may subject downstream users to additional restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide services.
Paragraph 177 · 28% changed Every version of it
•Provisions Provisions of our certificate of incorporation and bylaws and Delaware law and provisions in our governing documents could discourage, delay or prevent a change of control of our company or changes in our management and, as a result, depress the trading price of our common stock; company.

MD&A

87 paragraphs · 10 new · 57 reworded · 7 gone · 10-K Aug 31, 2026 against Aug 28, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 65 · 49% changed
In December 2023, Malaysia enacted legislation to implement the OECD Pillar Two global minimum Our effective tax framework effective January 1, 2025. Our rate also reflects our expectation that future income generated by our Malaysian subsidiary was incorporated will substantially benefit from a Malaysian government tax incentive program for which we have applied but have not yet received final approval. Qualification is conditioned on satisfying a minimum eligible investment threshold by December 16, 2026. If we do not meet this threshold or the incentive is not otherwise granted, our Malaysian subsidiary's income would become subject to tax at the standard statutory rate rather than the anticipated exemption, which would increase our effective tax rate and cash tax payments in October 2022 and commenced operations in July 2025, at which time it began a 10-year income tax exemption under an approved government incentive program. future periods. We continue to monitor administrative guidance from the OECD and Malaysian tax authorities regarding the interaction between the 10-year tax holiday anticipated incentive and the 15% minimum tax requirement under Pillar Two and will evaluate the impact when the outcome of our application and such guidance when issued to determine whether adjustments to our income tax provision or financial statement disclosures are required. known.
Paragraph 58 · 49% changed
The $30.8 million or 106.2% year-over-year decrease increase in other income, net, interest income was primarily attributable to a $30.3 million or 100.0% increase for loss on extinguishment of our Original 2029 Convertible Notes resulting from the 2029 Convertible Notes Amendments (see Note 8, “Convertible Notes”), and a $17.9 million or 283.8% increase in foreign exchange losses. The increase in interest expense was primarily due to a $34.6 million or 1774.1% increase in interest and amortization related to the amended 2029 Convertible Note and newly issued 2028 Convertible Notes and 2030 Convertible Notes. These increases in expense were partially offset by a $15.7 million or 119.5% net movement in investment gains/(loss), as we incurred a loss in prior year of $13.1 million and a gain in the current year of $2.6 million, and a $31.0 million or 104.8% increase in interest income due to higher average monthly cash balances held in interest-bearing demand deposit accounts.
Paragraph 10 · 48% changed
•Net sales increased by 46.6% 77.8% in fiscal year 2025 2026, as compared to fiscal year 2024. 2025, primarily driven by fulfillment and shipment of orders to support our customers' data center deployment, including large design wins from a few customers. The strong year-on-year growth was driven by our product mix, customer diversification, growth in enterprise and channel revenues and an increase in demand from customers for GPU servers, HPC and rack-scale solutions which have higher our average selling prices, primarily due to large enterprise and data center customers from the United States, Asia, and Europe where we experienced significant growth. prices.
Paragraph 18 · 47% changed
We apply judgment in determining the transaction price as we may be required to estimate variable consideration when determining the amount of revenue to recognize. As part of determining We include estimated variable consideration in the transaction price in contracts only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with customers, we estimate reserves for future sales returns based on our history the variable consideration is resolved. Estimates of actual returns for variable consideration are reassessed each major product line. Based upon historical experience, a refund liability is reporting period and recorded at the time of sale for estimated product returns and as an asset is recognized for the amount expected adjustment to be recorded in inventory upon product return, less the expected recovery costs. revenue, as applicable.
Paragraph 54 · 44% changed
The $67.8 million or 164.2% year-over-year decrease increase in other income, net, income (expense), net was primarily attributable driven by a $14.3 million or 550.0% gain from mark-to-market adjustments on a marketable equity security investment for fiscal year 2026, as compared to fiscal year 2025, a $17.5 million or 150.9% increase due to favorable foreign currency exchange rate fluctuations during fiscal year 2026, and a $30.3 million or 100.0% increase for loss on extinguishment of our Original 2029 Convertible Notes resulting from the 2029 Convertible Notes Amendments (see Note 8, 9, “Convertible Notes”), and a $17.9 million or 283.8% increase Notes” in foreign exchange losses. The increase in interest expense was primarily due to a $34.6 million or 1774.1% increase in interest and amortization related the notes to the amended 2029 Convertible Note and newly issued 2028 Convertible Notes and 2030 Convertible Notes. These increases consolidated financial statements in expense were partially offset by a $15.7 million or 119.5% net movement this Annual Report) recorded during fiscal year 2025 which did not recur in investment gains/(loss), as we incurred a loss in prior fiscal year of $13.1 million and a gain in the current year of $2.6 million, and a $31.0 million or 104.8% increase in interest income due to higher average monthly cash balances held in interest-bearing demand deposit accounts. 2026.
Paragraph 67 · 43% changed
Share of (loss) income (loss) from equity investee, investees, net of taxes represents our share of income (loss) from the Corporate Venture in which we have had a 30% ownership. ownership, prior to the divestiture in fiscal 2026, as well as our investments in privately held companies without readily determinable fair values that are measured using the equity method.
Paragraph 80 · 43% changed
Net cash provided by financing activities during fiscal 2025 2026 mostly consisted of issuance net proceeds from lines of credit and term loans of $3,948.3 million, as well as proceeds received from our equity offerings completed during the 2028 Convertible Notes and the 2030 Convertible Notes fourth quarter of $683.7 million and $2,256.0 million, respectively, fiscal 2026 of $5,638.6 million. These proceeds were partially offset by common stock repurchase payment for withholding taxes related to settlement of $200.0 million and net repayment equity awards of debts. $129.9 million. The decrease increase in cash provided by financing activities during fiscal 2025 2026, as compared to fiscal 2024, 2025, was mostly due to decrease this increase in issuance of common stock, decrease in net proceeds from debt, lines of credit and increase in repurchase term loans, as well as the proceeds received from our equity offerings completed during the fourth quarter of common stock, partially offset by increase in issuance of the convertible notes. fiscal 2026.
Paragraph 42 · 41% changed
The $15,293.7 million or 78.3% year-over-year increase in cost of sales was primarily attributed to driven by an increase of $6,353.2 $14,699.8 million or 50.6% 73.3% in costs of components, materials, certain products including GPU servers, HPC systems, and contract manufacturing expenses primarily due rack-scale solutions, consistent with the higher shipment volume during fiscal year 2026, as compared to fiscal year 2025. The remaining increases in shipments cost of GPU servers, HPC, and rack-scale solutions which have higher costs and sales were driven by a $86.5 $237.7 million or 493.6% 228.3% increase in tariff expense related to expenses driven by new trade policies enacted during the year, year and a $149.6 $312.9 million or 179.2% 24.9% increase due to a decrease in vendor rebates, partially offset by a $43.8 million or 18.8% decrease in inventory write-down adjustments resulting from increased sales related to some of our aged inventory, a $67.9 million or 28.6% increase in overhead costs which includes higher labor costs attributed to increase of operating activities, and a $43.6 million or 75.5% increase in freight charges. inventory products during the year.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

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Marked against last year's 10-K: cut words struck through, new words highlighted.

Risk Factors266 words changed in this paragraph; it is 40% similar to last year's version.
We are subject to U.S. and other applicable trade control regulations that restrict with whom we may transact business, including the trade economic sanctions administered and enforced by the U.S. Treasury, Treasury Department’s Office of Foreign Assets Control and the import and export controls enforced by the U.S. Commerce Department’s Bureau of Industry and Security. Security (“BIS”), among other U.S. government agencies. If we fail to comply with applicable sanctions, export control or import laws and regulations restricting dealings with sanctioned countries or companies and/or persons on restricted lists, regulations, we may be subject to civil or criminal penalties. Any future Additionally, any violations could have an a material adverse impact on our ability to sell our products to United States federal, state and local government and related entities. We have business relationships with companies in China and elsewhere in Eastern Europe who have been, or may in the future be, added to a restricted party list. We take steps to minimize business disruption when these situations arise; however, we may be required to terminate or modify such relationships if our activities are prohibited by U.S. or other applicable laws. Further, our association with these parties could subject us to greater scrutiny or reputational harm among current or prospective customers, partners, suppliers, investors, other parties doing business with us or using our products, government enforcement agencies, or the general public. The United States and other countries continually update their lists of import and export-controlled items and technologies, and may impose new or more-restrictive import and export requirements on our products in the future. As a result of regulatory changes, we may be required to obtain licenses or other authorizations to continue supporting existing customers or to supply existing products to new customers in China, Eastern Europe and elsewhere. Further escalations in trade restrictions or hostilities, particularly between the United States and China, could impede our ability to sell or support our products. Although we historically sold products into Russia before broad sanctions were imposed, we no longer sell products or provide services to Russia. We had last recorded revenue from Russia in February 2022.

Source: Item 1A, 10-K 0001375365-26-000022 vs Item 1A, 10-K 0001375365-25-000027

Legal Proceedings260 words changed in this paragraph; it is 76% similar to last year's version.
On September 11, 2024, certain current and former directors and certain current officers of the Company were named as defendants in a putative derivative lawsuit filed in the U.S. District Court for the Northern District of California, captioned Hollin v. Liang, et al., Case No. 5:24-cv-06410 (the “Hollin Action”). Four additional putative derivative lawsuits have been filed in the same court, captioned Latypov v. Liang, et al., Case No. 5:24-cv-06779 (filed Sept. 26, 2024), Keritsis v. Liang, et al., Case No. 5:24-cv-07753 (filed Nov. 6, 2024), Roy v. Liang, et al., Case No. 5:24-cv-08006 (filed Nov. 14, 2024), and Jha v. Liang, et al., No. 5:24-cv-08792 (filed Dec. 5, 2024) (together with the Hollin Action, the “Federal Derivative Litigation”). On November 20, 2024, a similar putative derivative lawsuit was filed in the Superior Court of California, County of Santa Clara, captioned Spatz v. Liang, et al., Case No. 24CV452241 (the “Spatz Action”). Two additional putative derivative lawsuits have been filed in the same court, captioned Clark v. Liang, et al., Case No. 24CV454416 (filed Dec. 17, 2024) and Carter, et al. v. Liang, et al., Case No. 24CV454689 (filed Dec. 20, 2024) (together with the Spatz Action, the “State Court Derivative Litigation,” and together with the Federal Derivative Litigation, the “Derivative Litigation”). We were The Company was also named as a nominal defendant in the Derivative Litigation. The Federal Derivative Litigation purports to allege derivative claims for breaches of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution arising out of allegations that our the Company’s officers and directors caused us the Company to issue materially false and misleading statements concerning our the Company’s business operations and financial results. The State Court Derivative Litigation purports to allege claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, waste of corporate assets, unjust enrichment, and insider trading arising out of similar allegations as the Federal Derivative Litigation. The plaintiffs in the Derivative Litigation seek unspecified money damages, in addition to punitive damages and other relief. On January 14, 2025, the Court The court in the Hollin Action granted plaintiffs’ motion to consolidate consolidated the five previously stayed Federal Derivative Litigation actions. On March 24, 2025, the Court The court in the Spatz Action entered a Stipulation and Order staying stayed all proceedings and consolidating consolidated the three State Court Derivative Litigation actions. On August 29, 2025, certain current and former directors and certain current officers of the Company were named as defendants in another putative derivative lawsuit filed in the Delaware Court of Chancery, captioned Anderson v. Liang, et al., C.A. No. 2025-0986-KSJM. On January 6, 2026, a substantially similar lawsuit was filed in the Delaware Court of Chancery, captioned Mathiyalagan v. Liang, et. al., C.A. No. 2026-0013-KSJM, which was consolidated with Anderson on May 8, 2026. On January 29, 2026, another substantially similar lawsuit was filed in Northern District of California by plaintiffs Employees’ Retirement System of the State of Rhode Island and Bucks County Employees’ Retirement System, Case No. 5:26-cv-00955-NC, which on May 29, 2026 was dismissed and refiled in the Delaware Court of Chancery, C.A. No. 2026-0699-KJSM. The refiled action was consolidated with Anderson on August 18, 2026. On May 19, 2026, a substantially similar lawsuit was filed in the Northern District of California, captioned Pill v. Liang, et. al., C.A. No. 5:26-cv-04775. Three additional substantially similar lawsuits were filed in the Northern District of California on June 24, 2026 (captioned City of Birmingham Retirement and Relief Systems v. Liang, et al., Case No. 5:26-cv-06292), on July 10, 2026 (captioned Cepeda v. Liang et al., Case No. 5:26-cv-07081), and on August 21, 2026 (captioned Roy v. Liang, et al., Case No. 5:26-cv-08757). These matters are too preliminary to form a judgment as to whether the likelihood of an adverse outcome is probable and we are unable to estimate the possible loss or range of loss, if any.

Source: Item 3, via Note 15 – Commitments and Contingencies, 10-K 0001375365-26-000022 vs Item 3, via Note 13 – Commitments and Contingencies, 10-K 0001375365-25-000027

MD&A227 words changed in this paragraph; it is 40% similar to last year's version.
Research General and development administrative expenses. The $65.8 million or 24.6% year-over-year increase in research general and development administrative expenses was primarily driven by a $153.2 an increase in legal and internal investigation-related expenses of $31.7 million or 34.7% 98.4%, and an increase in employee-related costs, costs of $14.5 million or 10.6%, mainly comprised of a $81.0 $8.4 million or 70.0% 10.4% increase in salaries and benefits, and a $6.1 million or 10.8% increase in stock-based compensation, due to stock awards granted related to hiring and $60.2 million or 20.2% increase in salaries, as we expanded our workforce and invested in retention of key talent. Additionally, there was a $28.3 $13.4 million or 78.3% 248.1% increase in product development excise and franchise tax expense directly related to the increase in sales compared to prior-year, which increased the related tax expense, a $6.4 million or 711.1% increase in financing charges primarily driven by a $5.7 million or 100.0% increase in factoring fees for the receivables sold under the Receivables Purchase Agreement, and an increase of a $7.1 million or 54.6% in indirect facilities costs to support the development of next-generation products such as rental costs, utility costs, and technologies. depreciation costs. These increases along with other immaterial cost increases were partially offset by an $11.0 a $12.0 million or 50.9% increase 48.8% reduction in research audit and development fees received from certain suppliers and customers. tax fees, which were driven by an absence of additional costs related to the delayed filing of our Annual Report on Form 10-K for fiscal year 2024. Looking ahead, we expect research general and development administrative expenses to continue to rise rising as we invest in process improvements, expand our workforce workforce, and invest in attract key talent to remain at the forefront of innovation in next-generation products support our strategic initiatives and technologies. operational growth.

Source: Item 7, 10-K 0001375365-26-000022 vs Item 7, 10-K 0001375365-25-000027

Accounting Policies181 words changed in this paragraph; it is 39% similar to last year's version.
In November 2023, December 2025, the Financial Accounting Standards Board (the “FASB”) FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment ASU 2025-11, Interim Reporting (Topic 280) – Improvements 270): Narrow-scope Improvements. This update makes targeted, narrow-scope improvements to Reportable Segment Disclosures. This ASU requires that a public entity provide additional segment disclosures on an the interim reporting guidance in Topic 270 to clarify application and annual basis. improve consistency in practice. The amendments in this ASU should be applied retrospectively to all prior periods presented in do not change the financial statements unless impracticable. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period underlying principles of adoption. interim reporting. The ASU is effective for fiscal years interim reporting periods within annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. 2027. Early adoption is permitted. The ASU is effective for interim reporting periods beginning in our fiscal year beginning July 1, 2024, 2028. We are currently evaluating the effects of the ASU and for the interim period beginning July 1, 2025. We noted that do not expect the adoption of this standard did not guidance to have a material impact on our consolidated financial statements, other than enhanced statements and disclosures. Please refer to Note 15, “Segment Reporting” in the notes to the consolidated financial statements for further discussion.

Source: Item 8, Note 1 – Organization and Summary of Significant Accounting Policies, 10-K 0001375365-26-000022 vs Item 8, Note 1 – Organization and Summary of Significant Accounting Policies, 10-K 0001375365-25-000027

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of SMCI's Risk Factors and MD&A, 10-K Aug 31, 2026 against 10-K Aug 28, 2025. Each links to the text at sec.gov.

All 152 Added 32Removed 30Reworded 89Quiet changes 1
RemovedRisk Factors
•We have incurred and expect to continue to incur significant expenses related to the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” section in this Annual Report, the remediation of deficiencies in our internal control over financial reporting and disclosure controls and procedures discussed in Item 9A. “Controls and Procedures” of this Annual Report, and any resulting litigation;
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
•Matters relating to or arising from the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” section in this Annual Report, including adverse publicity and potential concerns from our customers, have had and could continue to have an adverse effect on our business and financial condition;
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
•Changes in U.S. or foreign policies, geopolitical conditions, general economic conditions, and other factors beyond our control may adversely impact our business and operating results;
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
•Our future effective income tax rates could be affected by changes in the relative mix of our operations, our relative income among different geographic regions, and domestic and foreign income tax laws, which could affect our future operating results, financial condition and cash flows;
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
•Expectations and evolving laws and regulations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
Due to the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report, our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (“FY2024 10-K”), and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2024 and December 31, 2024 (the “Delinquent Reports”) were delinquent.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
We have incurred and expect to continue to incur significant expenses related to the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report and the remediation of deficiencies in our internal control over financial reporting and disclosure controls and procedures, and any resulting litigation.
Read it in 10-K Aug 28, 2025 at sec.gov
Show the other 11
RemovedRisk Factors
We have devoted and expect to continue to devote substantial internal and external resources towards remediation efforts relating to the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report, and management’s review of the circumstances and processes that led to those circumstances. As a result of these efforts, we have incurred and expect that we will continue to incur significant incremental fees and expenses for additional accounting, financial and other consulting and professional services.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
Matters relating to or arising from the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report, including adverse publicity and potential concerns from our customers, have had and could continue to have an adverse effect on our business and financial condition.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
We have been and could continue to be the subject of negative publicity focused on the matters underlying the circumstances discussed in Item 9. “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure” of this Annual Report. We may be adversely impacted by negative reactions to this publicity from our customers or others with whom we do business, who may have concerns including the time and effort required to address our accounting and control environment and our ability to be a long-term provider to our customers. The continued occurrence of any of the foregoing could harm our business and have an adverse effect on our financial condition.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedRisk Factors
Changes in U.S. or foreign policies, geopolitical conditions, general economic conditions, and other factors beyond our control may adversely impact our business and operating results.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedMD&A
We receive various rebate incentives from certain suppliers based on our contractual arrangements, including volume-based rebates. The rebates earned are recognized as a reduction of cost of inventories and reduce the cost of sales in the period when the related inventory is sold.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedMD&A
The year-over-year increase in net sales for our subsystems and accessories is primarily due to increased demand of accessories sold to our larger enterprise and data center customers as more accessories and spares were purchased in conjunction with the increased volume of full systems and servers. Our services and software net sales, included in server and storage systems net sales, increased by $53.8 million year-over-year.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedMD&A
The year-over-year increase in total net sales is driven by an increase in demand from customers for GPU servers, HPC and rack-scale solutions which have higher average selling prices, especially from large enterprise and data center customers resulting in increased sales of 28.1% in the United States, 85.9% in Thailand and Japan, and 111.9% in the United Kingdom, Sweden, and Spain, where we have experienced significant growth.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedMD&A
The year-over-year increase in total net sales is driven by an increase in demand from customers for GPU servers, HPC and rack-scale solutions which have higher average selling prices, especially for large enterprise and data center customers from the United States. The year-over-year increase of net sales in the regions outside the United States is mainly due to an increase in net sales in Singapore, Taiwan, South Africa and Germany, including the increase in demand from customers for GPU servers in those countries.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedMD&A
The increase in Other income, net of $19.1 million was driven by an increase of $26.1 million in interest income due to higher balances held in interest-bearing deposit accounts during the year, and an increase in foreign currency exchange gain of $6.1 million due to a strong US dollar, offset by a $13.1 million investment and impairment loss in equity securities. The increase in interest expense of $8.9 million was due to higher borrowing and higher interest rates on our outstanding line of credit and term loan balances.
Read it in 10-K Aug 28, 2025 at sec.gov
RemovedMD&A
We believe that our current cash, cash equivalents, borrowing capacity available from our credit facilities and internally generated cash flows will be sufficient to support our operating businesses and maturing debt and interest payments for the 12 months following the issuance of these consolidated financial statements. We continue to assess financing options that may be necessary to support the growth of our business.
Read it in 10-K Aug 28, 2025 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

Also

New risk factors: paragraphs with nothing like them last year, quoted in full.

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Type a ticker such as AAPL, a name, an investor such as Buffett, or a topic such as tariffs. ↑ ↓ to move, Enter to open.