Super Micro Computer (SMCI) risk factors, FY2026 10-K

Super Micro Computer's FY2026 10-K, filed Aug 31, 2026, lists 49 risk factors in 3 groups. Against the prior year's 51: 7 new, 9 dropped, 30 substantially reworded.

Open SMCI in Gloom →
Super Micro Computer's chart, financials and news, free in your browser.Open SMCI in Gloom →
Risk factors listed
493 groups
New this year
7vs 51 last year
Dropped
9since the prior 10-K
Substantially reworded
30of those kept
Section length
19k wordsItem 1A

What the changes say

  • New risks emphasize climate disruption, SEC-reporting remediation, BIS export scrutiny, financing constraints, capped-call hedges, and Malaysia tax incentives.
  • Prior risks dropped include broad geopolitical, privacy, ESG, climate-product, related-party financing, and convertible-note takeover disclosures.
  • Rewording shifts focus toward cyberattacks and AI, supplier ownership changes, customer order volatility, litigation, intellectual property, and related-party facts.

What changed since the prior 10-K

New

  • NewRisks Related to our Global Operating Business and Industry

    Climate change may have a long-term impact on our business

    Climate change could disrupt SMCI’s facilities, power, water, employees, supply chain, customers, and vendors, while increasing sustainability-related legal exposure.

  • NewRisks Related to our Global Operating Business and Industry

    We were delinquent in certain SEC reporting obligations in prior fiscal years, which may increase the risk of SEC enforcement actions, damage investor confidence, and require significant resources to correct. We have since implemented enhanced compliance controls to prevent recurrence

    Past SEC filing delinquencies could trigger enforcement, higher audit and compliance costs, renewed internal-control weaknesses, litigation, and investor or employee confidence damage.

  • NewRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our business

    Export-control violations and BIS subpoenas involving a customer could bring penalties and restrict sales to U.S. government entities.

  • NewRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    SMCI | 2026 Form 10-K | 31

    Delaware anti-takeover rules could delay or prevent a change in control and make director elections or stockholder-driven actions more difficult.

  • NewFinancial Risks

    SMCI | 2026 Form 10-K | 32

    Future borrowing could impose restrictive covenants, and payment or covenant defaults could accelerate debt repayment and breach other contracts.

  • NewFinancial Risks

    SMCI | 2026 Form 10-K | 33

    Capped-call counterparties unwinding stock hedges could reduce the value of SMCI’s common stock.

  • NewFinancial Risks

    Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related factors

    OECD Pillar Two and uncertain Malaysian incentive approval could eliminate expected tax benefits and increase SMCI’s effective tax rate and liabilities.

Dropped

  • DroppedRisks Related to Previous Delinquent SEC Reporting Obligations

    We face risks related to previously being delinquent in our SEC reporting obligations

    Specific disclosure about delinquent FY2024 and quarterly SEC filings.

  • DroppedRisks Related to our Global Operating Business and Industry

    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

  • DroppedRisks Related to our Global Operating Business and Industry

    In addition, a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director on our Board, owns approximately 11.7% of Ablecom’s capital stock and 8.7% of Compuware’s capital stock

  • DroppedRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    Our operations are impacted by complex laws, rules 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 may adversely impact our business

  • DroppedRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    Because our products and services may store, process and use data, some of which contains personal information, we are subject to complex and evolving domestic and international laws and regulations regarding privacy, data protection and other matters, which are subject to change

  • DroppedFinancial Risks

    Provisions in the 2029 Convertible Notes Indenture, the 2028 Convertible Notes Indenture, and the 2030 Convertible Notes Indenture could delay or prevent an otherwise beneficial takeover of us, may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock

  • DroppedFinancial Risks

    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

  • DroppedGeneral Risks

    Our products may not be viewed as supporting climate change mitigation in the IT sector

  • DroppedGeneral Risks

    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

Reworded

  • 100% rewrittenRisks Related to our Global Operating Business and Industry

    SMCI | 2026 Form 10-K | 17

    The risk changes from Russia, Belarus, Ukraine, and geopolitical sales restrictions to cyberattacks, including AI-enhanced phishing, ransomware, deepfakes, and intrusion attempts.

    Was: SMCI | 2025 Form 10-K | 18

  • 100% rewrittenRisks Related to our Global Operating Business and Industry

    SMCI | 2026 Form 10-K | 19

    The risk now addresses a possible Ablecom or Compuware ownership change disrupting supply-chain terms, operations, costs, or margins.

    Was: SMCI | 2025 Form 10-K | 19

  • 100% rewrittenRisks Related to our Global Operating Business and Industry

    SMCI | 2026 Form 10-K | 20

    The risk now focuses on customers cancelling, deferring, or not honoring orders amid excess inventories, unpredictable demand, and cash preservation.

    Was: SMCI | 2025 Form 10-K | 21

  • 100% rewrittenRisks Related to our Global Operating Business and Industry

    SMCI | 2026 Form 10-K | 22

    The risk now concerns unauthorized workforce use of generative AI exposing confidential information, misusing intellectual property, or violating laws and customer requirements.

    Was: SMCI | 2025 Form 10-K | 24

  • 100% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    SMCI | 2026 Form 10-K | 26

    A new risk addresses contractual breaches, litigation, arbitration, investigations, penalties, inadequate insurance, legal costs, and management distraction.

    Was: SMCI | 2025 Form 10-K | 26

  • 100% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    SMCI | 2026 Form 10-K | 30

    The risk shifts from global tax-law changes to IP litigation, including countersuits, licensing failures, royalties, product suspensions, and discontinued sales.

    Was: SMCI | 2025 Form 10-K | 33

  • 82% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    Adequately protecting our intellectual property rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products

    The revised text retains patent-infringement litigation and potential damages or injunctions but ends with possible difficulty recruiting technical personnel.

  • 80% rewrittenRisks Related to our Global Operating Business and Industry

    Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom. Bill Liang is also the Chief Executive Officer of Compuware, Chairman of Compuware’s board of directors and a holder of equity interest in Compuware

    The disclosure adds Wally Liaw’s sibling’s Ablecom and Compuware ownership, Liaw’s June 2026 departure, and Ablecom and Compuware’s Leadtek investment.

    Was: Bill Liang, a brother of both Charles Liang and Steve Liang, is also a member of the Board of Directors of Ablecom. In addition, Bill Liang is the Chief Executive Officer of Compuware, Chairman of Compuware’s Board of Directors and a holder of equity interest in Compuware

  • 79% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    Moreover, the increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings

  • 75% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    SMCI | 2026 Form 10-K | 28

    Was: SMCI | 2025 Form 10-K | 28

  • 71% rewrittenRisks Related to our Global Operating Business and Industry

    We may be unable to secure additional financing on favorable terms, or at all, which in turn could impair the rate of our growth, and any financing that we do obtain may dilute our stockholders, restrict our growth, or contain other unfavorable terms

    Was: We may be unable to secure additional financing on favorable terms, or at all, which in turn could impair the rate of our growth

  • 67% rewrittenRisks Related to our Global Operating Business and Industry

    If negative publicity arises with respect to us, our employees, our third-party service providers or our partners, our business and operating results could be adversely affected, regardless of whether the negative publicity is true

  • 61% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    SMCI | 2026 Form 10-K | 27

    Was: SMCI | 2025 Form 10-K | 27

  • 61% rewrittenRisks Related to our Global Operating Business and Industry

    The AI industry has driven a significant portion of our recent success. The AI industry involves significant risks and uncertainties, and the use of AI by our workforce may present risks to our business

    Was: The AI industry has driven a portion of our recent success. The AI industry involves significant risks and uncertainties, and the use of AI by our workforce may present risks to our business

  • 61% rewrittenRisks Related to our Global Operating Business and Industry

    If we lose Charles Liang, our President, Chief Executive Officer and Chairman, or any other key employee or are unable to attract additional key employees, we may not be able to implement our business strategy in a timely manner

  • 58% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    Finally, our business depends on our ability to receive consistent and reliable supplies from our overseas partners, especially in Taiwan. Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan, would negatively impact our business and financial results

  • 57% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    Provisions of our certificate of incorporation and bylaws and Delaware law and provisions in our governing documents could delay or prevent a change of control of our company

    Was: Provisions of our certificate of incorporation and bylaws and Delaware law might 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

  • 54% rewrittenRisks Related to our Global Operating Business and Industry

    Our operating results have in the past fluctuated and will likely fluctuate in the future, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline

  • 51% rewrittenRisks Related to our Global Operating Business and Industry

    Any failure, disruption or security breach or incident of or impacting our IT infrastructure or information management systems could have an adverse impact on our business and operations

    Was: Any failure, disruption or security breach or incident of or impacting our information technology infrastructure or information management systems could have an adverse impact on our business and operations

  • 50% rewrittenRisks Related to our Global Operating Business and Industry

    SMCI | 2026 Form 10-K | 13

    Was: SMCI | 2025 Form 10-K | 14

  • 49% rewrittenRisks Related to our Global Operating Business and Industry

    Our growth into markets outside the United States exposes us to risks inherent in international business operations

  • 43% rewrittenRisks Related to our Global Operating Business and Industry

    SMCI | 2026 Form 10-K | 23

    Was: SMCI | 2025 Form 10-K | 25

  • 41% rewrittenFinancial Risks

    We do not expect to pay any cash dividends in the foreseeable future, except for the 7.00% dividend on our Mandatory Convertible Preferred Stock

    Was: We do not expect to pay any cash dividends in the foreseeable future

  • 38% rewrittenRisks Related to our Global Operating Business and Industry

    Changing technology and intense competition require us to continuously innovate while controlling product costs, and our failure to do so may result in decreased revenues and profitability

  • 38% rewrittenFinancial Risks

    Our indebtedness, liabilities, and other contractual obligations could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to meet those obligations

  • 37% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    SMCI | 2026 Form 10-K | 29

    Was: SMCI | 2025 Form 10-K | 29

  • 34% rewrittenRisks Related to our Global Operating Business and Industry

    We rely on a limited number of suppliers for certain components used to manufacture our products

  • 31% rewrittenRisks Related to Regulatory, Legal, Our Stock, and Other Matters

    The concentration of our capital stock ownership may limit your ability to influence corporate matters

  • 30% rewrittenRisks Related to our Global Operating Business and Industry

    Conflicts of interest may arise with Ablecom and Compuware, and they may adversely affect our operations

  • 26% rewrittenFinancial Risks

    The capped call transactions entered into in connection with the issuance of the 2029 Convertible Notes and the 2030 Convertible Notes subject us to counterparty risk and may affect our common stock

All 49 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Global Operating Business and Industry

  1. 01Our operating results have in the past fluctuated and will likely fluctuate in the future, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline54% rewritten
  2. 02SMCI | 2026 Form 10-K | 1350% rewritten
  3. 03If we fail to meet any publicly announced financial guidance or other expectations about our business, it could cause our stock to decline in value
  4. 04Failure to meet the evolving needs of our industry and markets may adversely impact our financial results
  5. 05SMCI | 2026 Form 10-K | 14
  6. 06We may be unable to secure additional financing on favorable terms, or at all, which in turn could impair the rate of our growth, and any financing that we do obtain may dilute our stockholders, restrict our growth, or contain other unfavorable terms71% rewritten
  7. 07SMCI | 2026 Form 10-K | 15
  8. 08Our cost structure, ability to deliver server solutions to customers, and ability to resolve warranty claims in a timely manner may be adversely affected by volatility of the market for core components and certain materials for our products
  9. 09SMCI | 2026 Form 10-K | 16
  10. 10We face risks related to recessions, inflation, stagflation, and other macroeconomic conditions
  11. 11Any failure, disruption or security breach or incident of or impacting our IT infrastructure or information management systems could have an adverse impact on our business and operations51% rewritten
  12. 12SMCI | 2026 Form 10-K | 17100% rewritten
  13. 13We may be unable to attract, retain, and motivate our executives and key employees
  14. 14Conflicts of interest may arise with Ablecom and Compuware, and they may adversely affect our operations30% rewritten
  15. 15Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the board of directors of Ablecom. Bill Liang is also the Chief Executive Officer of Compuware, Chairman of Compuware’s board of directors and a holder of equity interest in Compuware80% rewritten
  16. 16SMCI | 2026 Form 10-K | 19100% rewritten
  17. 17Our reliance on Ablecom and Compuware could be subject to risks associated with our reliance on a limited source of contract manufacturing services and inventory warehousing
  18. 18If we lose Charles Liang, our President, Chief Executive Officer and Chairman, or any other key employee or are unable to attract additional key employees, we may not be able to implement our business strategy in a timely manner61% rewritten
  19. 19SMCI | 2026 Form 10-K | 20100% rewritten
  20. 20If negative publicity arises with respect to us, our employees, our third-party service providers or our partners, our business and operating results could be adversely affected, regardless of whether the negative publicity is true67% rewritten
  21. 21We rely on a limited number of suppliers for certain components used to manufacture our products34% rewritten
  22. 22Changing technology and intense competition require us to continuously innovate while controlling product costs, and our failure to do so may result in decreased revenues and profitability38% rewritten
  23. 23The AI industry has driven a significant portion of our recent success. The AI industry involves significant risks and uncertainties, and the use of AI by our workforce may present risks to our business61% rewritten
  24. 24SMCI | 2026 Form 10-K | 22100% rewritten
  25. 25Our results of operations may be subject to fluctuations based upon certain investments we make
  26. 26Our growth into markets outside the United States exposes us to risks inherent in international business operations49% rewritten
  27. 27SMCI | 2026 Form 10-K | 2343% rewritten
  28. 28Climate change may have a long-term impact on our businessNew
  29. 29We were delinquent in certain SEC reporting obligations in prior fiscal years, which may increase the risk of SEC enforcement actions, damage investor confidence, and require significant resources to correct. We have since implemented enhanced compliance controls to prevent recurrenceNew
  30. 30We previously identified material weaknesses in our internal control over financial reporting, which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner. We are implementing measures to remediate these material weaknesses

Risks Related to Regulatory, Legal, Our Stock, and Other Matters

  1. 31SMCI | 2026 Form 10-K | 26100% rewritten
  2. 32We are subject to complex laws, rules, regulations, and political and other actions, including restrictions on the export of our products, which may adversely impact our businessNew
  3. 33Moreover, the increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings79% rewritten
  4. 34SMCI | 2026 Form 10-K | 2761% rewritten
  5. 35SMCI | 2026 Form 10-K | 2875% rewritten
  6. 36Finally, our business depends on our ability to receive consistent and reliable supplies from our overseas partners, especially in Taiwan. Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan, would negatively impact our business and financial results58% rewritten
  7. 37SMCI | 2026 Form 10-K | 2937% rewritten
  8. 38Adequately protecting our intellectual property rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products82% rewritten
  9. 39SMCI | 2026 Form 10-K | 30100% rewritten
  10. 40Failure to comply with the U.S. Foreign Corrupt Practices Act, other applicable anti-corruption and anti-bribery laws, and applicable trade control laws could subject us to penalties and other adverse consequences
  11. 41Provisions of our certificate of incorporation and bylaws and Delaware law and provisions in our governing documents could delay or prevent a change of control of our company57% rewritten
  12. 42SMCI | 2026 Form 10-K | 31New
  13. 43The concentration of our capital stock ownership may limit your ability to influence corporate matters31% rewritten

Financial Risks

  1. 44Our indebtedness, liabilities, and other contractual obligations could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to meet those obligations38% rewritten
  2. 45SMCI | 2026 Form 10-K | 32New
  3. 46The capped call transactions entered into in connection with the issuance of the 2029 Convertible Notes and the 2030 Convertible Notes subject us to counterparty risk and may affect our common stock26% rewritten
  4. 47SMCI | 2026 Form 10-K | 33New
  5. 48Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related factorsNew
  6. 49We do not expect to pay any cash dividends in the foreseeable future, except for the 7.00% dividend on our Mandatory Convertible Preferred Stock41% rewritten

Other Super Micro Computer 10-Ks

  • FY2025 10-K risk factors
    51 risks

    Super Micro Computer faces severe risks from historical SEC reporting delinquency and material financial internal control weaknesses.

    Filed Aug 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.