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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): March 20, 2026
SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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).
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. ¨
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers |
On March 19, 2026, Super Micro Computer, Inc. (the “Company”) issued a press release providing a statement regarding the U.S. Attorney’s Office for the Southern District of New York unsealing an indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations.
The individuals charged are Yih-Shyan "Wally" Liaw, Senior Vice President of Business Development and a member of the Company's Board of Directors; Ruei-Tsang "Steven" Chang, a sales manager in Taiwan; and Ting-Wei "Willy" Sun, a contractor. The Company has placed the two employees on administrative leave and terminated its relationship with the contractor, effective immediately.
As disclosed in a press release dated March 20, 2026, Mr. Liaw has also resigned as a member of the Company’s Board of Directors, effective March 20, 2026. Mr. Liaw’s resignation was not the result of a disagreement with the Company. The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.
The Company is not named as a defendant in the indictment and has been cooperating fully with the government's investigation and will continue to do so. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto.
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| Item 9.01 | Financial Statements and Exhibits |
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| (d) Exhibits | |
| | |
Exhibit
Number | | Description |
| 99.1 | | Press release dated March 19, 2026 |
| | |
| 99.2 | | Press release dated March 20, 2026 |
| | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
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| | | | SUPER MICRO COMPUTER, INC. |
| | | |
Date: March 20, 2026 | | | | By: | | /s/ Charles Liang |
| | | | | | | | President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
Super Micro Computer Issues Statement on Action by U.S. Attorney’s Office
SAN JOSE, Calif., March 19, 2026 — Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”) today issued the following statement:
Supermicro was informed today that the United States Attorney’s Office for the Southern District of New York has unsealed an indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations.
Supermicro is not named as a defendant in the indictment. The individuals charged are Yih-Shyan “Wally” Liaw, Senior Vice President of Business Development and a member of the Company’s Board of Directors; Ruei-Tsang “Steven” Chang, a sales manager in Taiwan; and Ting-Wei “Willy” Sun, a contractor. Supermicro has placed the two employees on administrative leave and terminated its relationship with the contractor, effective immediately.
The conduct by these individuals alleged in the indictment is a contravention of the Company’s policies and compliance controls, including efforts to circumvent applicable export control laws and regulations. Supermicro maintains a robust compliance program and is committed to full adherence to all applicable U.S. export and re-export control laws and regulations.
The Company has been cooperating fully with the government’s investigation and will continue to do so. Supermicro has not been named as a defendant in the indictment.
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 provider 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 Solutions, 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.
Media Contact:
PR@supermicro.com
Super Micro Computer Announces Resignation of Board Member Yih-Shyan “Wally” Liaw
DeAnna Luna Appointed Acting Chief Compliance Officer
SAN JOSE, Calif., March 20, 2026 — Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”) today announced that Yih-Shyan “Wally” Liaw (“Mr. Liaw”) has resigned from the Company’s Board of Directors, effective immediately.
Following Mr. Liaw’s resignation, the Company’s Board comprises eight directors. There are no changes to the Board’s committee structure.
The Company also announced today that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately. Ms. Luna brings to this role more than two decades of experience in global trade compliance, governance, highly regulated markets, and legal risk management. Prior to joining Supermicro in 2024 as Vice President of Global Trade & Sanctions Compliance, she served as Director Global Export Licensing & Classification at Intel Corporation and as Senior Director of Global Trade Compliance at Teledyne Technologies, among other roles. Ms. Luna holds a B.A. in International Business from San Diego State University.
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 provider 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 Solutions, 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.
Media Contact:
PR@supermicro.com
