[Form 5] Super Micro Computer, Inc. Annual Statement of Beneficial Ownership

Rhea-AI Filing Summary

Super Micro Computer, Inc. (SMCI) – Form 5 Annual Statement of Changes in Beneficial Ownership (fiscal year ended 05/20/2025)

President, CEO, Director and >10 % shareholder Charles Liang reported an internal, non-market reallocation of common shares between his direct account, a joint account with his spouse and his spouse’s separate account. All transactions are coded “J,” indicating an exempt, non-market transfer under Rule 16a-13 with $0 consideration.

• 26,277,520 shares moved out of Liang’s direct ownership.
• 600,000 shares moved out of the joint account with his spouse.
• 600,000 shares simultaneously added to his spouse’s direct account.

Post-transaction beneficial ownership remains substantial and unchanged in total:

• 40,626,120 shares held directly by Liang.
• 25,677,520 shares held indirectly via the joint account.
• 602,684 shares held indirectly via his spouse.

The aggregate stake of approximately 66.9 million shares is intact, signalling no open-market selling pressure. The filing is mainly administrative, documenting family estate planning or asset allocation rather than a change in economic exposure to SMCI.

Positive

• No open-market sale; Liang’s total share count unchanged, signalling continued insider commitment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Internal share transfer; CEO still owns ~66.9 M shares, no market sale, neutral impact.

Because the shares were transferred under Rule 16a-13 at no cost, there is no cash sale and thus no immediate liquidity signal. Liang’s total holdings are unchanged, preserving his strong alignment with shareholders. The disclosure is routine, with negligible effect on valuation or float. I classify the impact as neutral.

Corporate Governance Expert

TL;DR: Filing reflects estate planning; control concentration persists, corporate governance unchanged.

The shift of shares from joint to individual spousal ownership suggests personal asset-planning. Control remains concentrated in the Liang household, meaning voting power and governance dynamics are unaffected. No red flags arise; however, investors should continue monitoring future insider transactions for potential disposals.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liang Charles

(Last) (First) (Middle)

980 ROCK AVENUE

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Super Micro Computer, Inc. [ SMCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	05/20/2025		J	26,277,520	D(1)	$0	40,626,120	D
Common Stock	05/20/2025		J	600,000	D(1)	$0	25,677,520	I	By Joint Account w/ Spouse(1)
Common Stock	05/20/2025		J	600,000	A(1)	$0	602,684	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This ownership report is being filed to reflect that shares of SMCI common stock are jointly held with the Reporting Person's spouse. The reported transaction reflects a subsequent transfer of shares to the Reporting Person's spouse's direct ownership. The transfer was a non-market, exempt transaction under Rule 16a-13 and no consideration was paid.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	07/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many SMCI shares does CEO Charles Liang now control?

He beneficially owns about 66.9 million shares: 40.6 M directly, 25.7 M via a joint account and 0.6 M via his spouse.

Did Charles Liang sell any SMCI shares on the open market?

No. The Form 5 reports an exempt, non-market transfer with $0 consideration; no shares were sold to third parties.

What does transaction code "J" mean on Form 5?

Code "J" denotes “other” exempt transactions, in this case a Rule 16a-13 internal transfer within the reporting person’s household.

Why was a Form 5 filed instead of a Form 4?

Form 5 captures annual insider activity that was eligible for deferred reporting; the exempt family transfer qualified for Form 5 disclosure.

Does the share transfer affect SMCI’s public float or share count?

No. The company’s outstanding shares are unchanged; the filing only reshuffles ownership between Liang and his spouse.