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Super Micro Computer FY2026 10-K — Audit Confirms or Corrects the Preliminary Print, the First RPO Disclosure Since the $3.75B Preferred Raise, and Whether the Multi-Year Material Weakness Is Finally Remediated
2026-08-31 → 2026-09-15·7 companies·8 predictions
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The Call
Main Line
This is a reconciliation-and-disclosure event, not a fresh earnings surprise: the headline FY2026 P&L was already pre-released unaudited on August 11 (revenue $39.06B, gross margin 10.8%, diluted EPS $3.26), so the ladder below carries those figures forward rather than forecasting them fresh. The genuine unknowns are three disclosures a 10-K adds that the 8-K did not: whether BDO's audit confirms the preliminary print without material adjustment, whether the first quantified RPO figure since the $3.75B mandatory convertible preferred closed (2026-06-15) lands near the ~$2.6B trend-extrapolated from deferred revenue or breaks that pattern, and whether BDO's ICFR opinion states the material weakness first disclosed in the FY2024 crisis — still open as of the Q3 FY2026 10-Q — is finally remediated.
Free VariablesWhether BDO's ICFR opinion states the material weaknesses remain unremediated (as in the FY2025 10-K and the Q3 FY2026 10-Q) or have been resolved after roughly a year of ERP-redesign and segregation-of-duties remediation workThe magnitude of the disclosed RPO figure and the percentage expected to convert within 12 months, against the $731.4M / ~50% FY2025 baselineWhether audited GAAP figures differ from the August 11 preliminary print by more than immaterial rounding -- the 8-K's own boilerplate flags this as a real possibility ('actual results may differ materially')Whether the 10-K's customer-concentration disclosure for full FY2026 lands closer to the FY2024 baseline (~20%, one customer) or the elevated single-quarter data point reported during FY2026 (~63%, one customer, exact quarter unconfirmed in available sources)
| Metric | Our Estimate | Consensus |
|---|---|---|
| RevenueGAAP Carried forward from the unaudited Aug 11 2026 8-K Exhibit 99.1; the 10-K call is whether the audited figure confirms this within immaterial rounding rather than a fresh forecast of an unknown number. +77.8% YoY vs FY2025's $21,972.0M. | 39,063 USD M | — |
| Gross profitGAAP Carried forward from the same unaudited source. | 4,227 USD M | — |
| Gross marginGAAP Down from FY2025's 11.1% -- full-year weighted average across a Q1-Q3 trough (6.3%-9.9%) and a Q4 mix-driven recovery to 17.5%. | 10.8% | — |
| Operating profitGAAP Carried forward from the unaudited 8-K. +121.1% YoY vs FY2025's $1,253.0M. | 2,770 USD M | — |
| Operating marginGAAP 2,770.5 / 39,063.1. Up from FY2025's 5.7%. | 7.1% | — |
| Net incomeGAAP Total GAAP net income, unaudited. Net income attributable to common stockholders (after the $13.1M preferred dividend on the newly issued mandatory convertible preferred) was $2,217.4M -- the figure the diluted EPS line below is actually derived from. | 2,230 USD M | — |
| Diluted EPSGAAP Carried forward from the unaudited 8-K, not independently recomputed (the if-converted mechanics of the new preferred are not disclosed in enough detail in the press release to reverse-engineer). Diluted weighted-average shares: 697.3M. | 3.26 USD | — |
Business Metrics
Remaining performance obligations (RPO)2,600 USD M
RPO expected to be recognized within 12 months~50%
Q4 FY2026 new orders booked (management-disclosed, not an RPO figure)not disclosed>60,000 USD M
ICFR effectiveness opinion (BDO)not effective (material weakness persists) qualitative
Largest single customer, % of FY2026 revenue30-40%
Inputs
anchoredFY2026 unaudited GAAP revenue$39,063.1MSuper Micro Computer 8-K Exhibit 99.1, 2026-08-11 (unaudited, preliminary, financial closing procedures explicitly not yet complete at the time of the release).
anchoredFY2026 unaudited GAAP gross margin10.8%Same source. Down from FY2025's 11.1% despite revenue +77.8% YoY -- full-year margin diluted by the sub-7% GAAP gross margin printed in Q1-Q3 FY2026 before Q4's mix-driven recovery to 17.5%.
anchoredFY2026 unaudited GAAP operating income$2,770.5MIncome from operations, same source. Operating expenses were $1,456.8M (R&D $771.2M, S&M $352.6M, G&A $332.9M).
anchoredFY2026 unaudited GAAP net income$2,230.5M ($2,217.4M attributable to common stockholders)Same source. The $13.1M gap is the preferred-stock dividend on the newly issued 7% mandatory convertible preferred (outstanding only since 2026-06-15, so it appears in the Q4 and FY26 columns but not Q1-Q3).
anchoredFY2026 unaudited GAAP diluted EPS$3.26Company-reported directly; not independently recomputed from the net-income and share-count lines above, since the if-converted mechanics of the newly issued mandatory convertible preferred are not disclosed in the press release in enough detail to reverse-engineer. FY2026 diluted weighted-average shares: 697.3M (FY2025: 628.4M).
externalCapital raise ("the raise" referenced in the event's queue rationale)$3.75B gross, 7% Series A Mandatory Convertible Preferred Stock (75.0M depositary shares at $50.00), closed 2026-06-15; concurrent $2.0B common-stock ATM programSEC Form 424B5 / FWP, ir.supermicro.com pricing release, June 2026. Converts to common on/about 2029-06-01. Balance-sheet line 'Mandatory Convertible Preferred Stock and additional paid-in capital' was $4,226.3M as of 2026-06-30 (vs $0 a year earlier), consistent with the $3.75B base offering plus partial over-allotment.
anchoredTotal deferred revenue, unaudited 2026-06-30 balance sheet$2,612.0M ($1,578.0M current + $1,034.0M non-current)8-K Exhibit 99.1, 2026-08-11. vs $731.4M as of 2025-06-30 and (per the FY2024 10-K) $416.4M as of 2024-06-30 -- +257% YoY, +75.6% the year before that.
externalFY2025 disclosed RPO$731.4M, ~50% expected to be recognized within 12 monthsSMCI FY2025 10-K (filed 2025-08-28), read directly from EDGAR (smci-20250630.htm). Numerically identical to total FY2025 deferred revenue above -- the equivalence used to derive the FY2026 RPO estimate below. The FY2024 10-K disclosed RPO of $416.4M (~46% within 12 months) using near-identical wording but restricted explicitly to contracts with an original duration over one year; FY2025's wording dropped that qualifier and the number moved to equal total deferred revenue, so the exact scope of what SMCI counts as RPO shifted between the two years -- itself a reason to hold this estimate at trend-extrapolation confidence rather than anchored.
trendFY2026 RPO estimate~$2,600MExtrapolated by applying the FY2025 pattern (RPO = total deferred revenue) to the unaudited FY2026 deferred-revenue balance above. Not treated as anchored because the FY2024-to-FY2025 wording shift (above) shows the scope definition is not guaranteed stable, and because the deferred-revenue figure itself is still unaudited.
external10-K filing-date base rate3 of the last 4 fiscal years (FY2022, FY2023, FY2025) filed on or before the standard 60-day deadlineEDGAR filing history: FY2022 filed 2022-08-29, FY2023 filed 2023-08-28, FY2025 filed 2025-08-28 (despite an unremediated material weakness that year), FY2024 filed 2025-02-25 (~6 months late, the E&Y-resignation crisis year). Unremediated ICFR alone did not force an extension last cycle.
externalICFR remediation status entering FY2026 10-KNot remediated as of the FY2025 10-K (Aug 2025) or the Q3 FY2026 10-Q (~2026-03-31)FY2025 10-K: BDO issued an adverse ICFR opinion citing four material-weakness categories (ITGCs, segregation of duties, completeness/accuracy of financial-statement-affecting information, and documentation of related-party and other disclosure controls). CFO Dive (2026, reporting on the Q3 FY2026 10-Q): weaknesses remain unresolved as of 2026-03-31; an accounting expert quoted expressed skepticism the remediation would be complete by the FY2026 year-end.
externalExport-control investigation statusIndependent investigation completed ~2026-08-20; cleared current senior management, found no evidence Supermicro directly sold export-controlled products to restricted partiesir.supermicro.com press release and SEC 8-K (a991.htm), read via WebSearch summary. Stemmed from a 2026-03-19 indictment of two former employees and a contractor (Supermicro itself not charged). Investigation led by the Lead Independent Director and Audit Committee Chair, run by Munger, Tolles & Olson LLP with AlixPartners as forensic consultant; several employees terminated for policy violations. This materially reduces (does not eliminate) the risk that the 10-K's export-control risk-factor language intensifies from the FY2025 10-K's framing.
externalCustomer concentrationOne customer ~20% of FY2024 revenue (10-K); a separate, unconfirmed-quarter report of one customer at ~63% of revenue during FY2026; Ablecom/Compuware related-party ~3.3% of FY2025 cost of salesFY2024 10-K figure read directly; the 63% figure is from secondary WebSearch coverage without a confirmed exact fiscal quarter or primary-source citation, so it is held at low confidence and used only to set the wide range in the customer-concentration businessMetric below, not as a anchored figure.
Breaks If
- → Audited FY2026 GAAP revenue or net income differs from the Aug 11 preliminary figures by more than ~2% -- would mean the closing/audit process found something the preliminary release's own boilerplate warned it might ('actual results may differ materially'), a materially worse signal given SMCI's restatement history than the same-size miss would be for a clean filer.
- → BDO's ICFR opinion states the material weaknesses ARE remediated -- a genuine positive surprise against the base rate (still open as of the Q3 FY2026 10-Q) that would remove the single most persistent overhang behind the house's own bearish quant read (alpha-map.json: convictionScore 1.8/10, 'overpriced').
- → The disclosed RPO figure lands meaningfully below the ~$2,600M trend-extrapolated estimate (e.g., below $1,500M) -- would mean either the FY2025 RPO-equals-deferred-revenue pattern broke, or the unaudited deferred-revenue balance itself gets adjusted down in the audit.
- → The 10-K's customer-concentration disclosure shows the top customer above ~50% of full-year FY2026 revenue -- would confirm the concentration risk is structural across the full year rather than a single-quarter spike, materially raising the single-customer cancellation/delay risk sitting underneath the FY2027 $65-72B guide.
- → SMCI files an NT 10-K (Rule 12b-25 extension) -- would push resolution past 2026-09-15 and, given the FY2024 precedent (the one year an extension-adjacent delay coincided with a much larger restatement), raise the odds of a more severe underlying finding than a routine timing slip.
Next-Period Guidance Calllow confidence · scored separately
The 10-K itself is very unlikely to carry new forward guidance beyond what the Aug 11 8-K and earnings call already gave (FY2027 revenue $65-72B, Q1 FY2027 gross margin 10.4-10.8%) -- 10-Ks restate audited history, they do not typically introduce incremental guidance mid-cycle. The genuine guidance-adjacent question is whether the 10-K's MD&A forward-looking language on backlog conversion, customer mix, and the AI-server demand environment shifts materially from the framing management used on the Aug 11 call, which would be a signal in itself even without a new number attached.
Qualitative behavior read, held to low confidence and explicitly not borrowing from the arithmetic above. Management has no obvious incentive to revise guidance between this filing and the Q1 FY2027 print (expected ~November 2026), and 10-K MD&A sections conventionally repeat rather than update recently issued guidance.
Evidence (10)
FY2026 (unaudited, preliminary) GAAP results: net sales $39,063.1M (+77.8% YoY); gross profit $4,227.3M (10.8% margin, down from 11.1% FY2025); operating expenses $1,456.8M; income from operations $2,770.5M (7.1% margin); net income $2,230.5M; net income attributable to common stockholders $2,217.4M (after $13.1M preferred dividends); diluted EPS $3.26 (FY2025: $1.68); diluted weighted-average shares 697.3M. Q4 FY2026 alone: net sales $11,119.8M, gross margin 17.5% (vs 9.9% Q3'26, 9.5% Q4'25), net income $1,178.2M, diluted EPS $1.62. Balance sheet at 2026-06-30: cash $7,521.5M, inventories $12,895.9M (vs $4,680.4M a year earlier), total deferred revenue $2,612.0M (vs $731.4M), Mandatory Convertible Preferred Stock and APIC $4,226.3M (vs $0), total bank debt and convertible notes $8.7B.Supermicro Announces Fourth Quarter and Full Fiscal Year 2026 Financial Results, SEC 8-K Exhibit 99.1, 2026-08-11 (primary, fetched directly from scanner/data/edgar-cache/segments/docs/SMCI/Q4-FY2026_pr_exhibit991_20260630.txt, sourced originally from sec.gov)
Q4 FY2026 preliminary business update (2026-07-21, ahead of the full Aug 11 release): revenue estimated near the low end of the $11.0-12.5B guide; GAAP and non-GAAP gross margins estimated 15-17%, 'significantly higher' than the prior 8.2-8.4% guide on favorable customer/product mix; backlog at record levels with new orders in excess of $60B received during the quarter.Supermicro Provides Fourth Quarter of Fiscal Year 2026 Preliminary Business Update, ir.supermicro.com, 2026-07-21 (fetched from scanner/data/edgar-cache/segments/docs/SMCI/Q4-FY2026_pr_fq42026businessupdate.txt)
FY2027 guidance: Q1 FY2027 (ending 2026-09-30) net sales $14.5-15.5B, GAAP diluted EPS $0.89-0.98, non-GAAP diluted EPS $1.01-1.10, tax rate ~20.1%/20.5%, diluted shares 745M GAAP / 761M non-GAAP. Full-year FY2027 net sales guided $65.0-72.0B. Q1 FY2027 gross margin separately guided 10.4-10.8% (per the earnings call), down sharply from Q4 FY2026's mix-driven 17.5% as favorable mix normalizes.SEC 8-K Exhibit 99.1 (2026-08-11) for the sales/EPS guide; Q4 FY2026 earnings call transcript (2026-08-18/19, The Motley Fool / Yahoo Finance / Investing.com coverage) for the separately stated gross-margin guide
$3.75B gross 7.0% Series A Mandatory Convertible Preferred Stock offering (75,000,000 depositary shares at $50.00 each, each representing 1/20th of a preferred share; underwriters held a 30-day option on an additional 11,250,000 depositary shares), priced alongside a concurrent $2.0B at-the-market common-stock program -- together a proposed $7.0B financing 'to fund AI orders.' Expected to close 2026-06-15. Mandatory convertible preferred automatically converts to common on/about 2029-06-01; 7.0% annual dividend on the $1,000/share liquidation preference.Supermicro Announces Pricing of Equity and Equity-Linked Financing Transactions To Fund AI Orders, ir.supermicro.com, June 2026; SEC Form 424B5 / FWP, June 2026
FY2025 10-K (filed 2025-08-28): RPO $731.4M as of 2025-06-30, ~50% expected to be recognized in the next 12 months. FY2024 10-K: RPO $416.4M as of 2024-06-30 (explicitly limited to contracts with original duration over one year), ~46% expected within 12 months. FY2025 10-K also disclosed BDO's adverse ICFR opinion, citing four material-weakness categories: IT general controls, segregation-of-duties design, completeness/accuracy of information affecting multiple financial-statement areas, and documentation of control procedures including related-party transactions.SMCI FY2025 Form 10-K, smci-20250630.htm, and FY2024 Form 10-K, smci-20240630.htm, both fetched directly from sec.gov EDGAR
As of the Q3 FY2026 10-Q (~2026-03-31), material weaknesses in internal control over financial reporting remained unresolved. Remediation involves ERP-system redesign, enhanced compliance programs, expanded review procedures, and finance/compliance personnel changes. An accounting expert (Nicole Wright) expressed skepticism remediation would be complete by 2026-06-30, the fiscal year end, suggesting another qualified/adverse ICFR opinion is likely. The company's own language: material weaknesses 'cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time.'CFO Dive, "Super Micro's protracted internal control repairs draw scrutiny" (2026, reporting on the Q3 FY2026 10-Q)
On 2026-03-19, Supermicro was informed that two former employees and a contractor were indicted in an alleged conspiracy to commit export-control violations; Supermicro itself was not named as a defendant. An independent investigation led by the Lead Independent Director and Audit Committee Chair, run by Munger, Tolles & Olson LLP with AlixPartners as forensic accounting consultant, completed ~2026-08-20 and cleared current senior management, finding no evidence Supermicro directly sold export-controlled products to known restricted parties or locations. The three individuals no longer have any relationship with the company; additional personnel in sales, technical support, and business development were also terminated for policy violations.Supermicro Provides Update on Investigation by Independent Board Directors and Supermicro Announces Completion of Independent Investigation and Continued Enhancement of Export Compliance Program, ir.supermicro.com, 2026; SEC 8-K (a991.htm)
Customer concentration: one customer accounted for approximately 20% of fiscal 2024 revenue (10-K disclosure). Separately, secondary coverage reported one large data-center customer at approximately 63% of total revenue in an unspecified recent quarter during FY2026. Ablecom and Compuware (related parties) accounted for approximately 3.3% of cost of sales in FY2025.SMCI FY2024 10-K (customer-concentration risk factor, direct) for the 20% figure; secondary WebSearch coverage (TradingView News summary of updated SMCI risk-factor filings) for the 63% figure and the Ablecom/Compuware related-party figure, held at lower confidence pending primary-source confirmation
Analyst consensus (S&P Global, 19 analysts): Hold rating, average price target $42.38, range $15-$60. Separate bull/bear scenario framing circulating in coverage: bull case ~$51-64 if margins normalize into low double digits and the DCBBS architecture scales; bear case ~$19-28 on margin and governance-discount risk. FY2027 revenue guidance of $65-72B materially exceeded the prior Street consensus of roughly $54.4B.Multiple analyst-target aggregation and coverage pieces (financefeeds.com, capital.com, tickernerd.com), pulled 2026-08-26
House quant screen (alpha-map.json, lastUpdated 2026-08-26): conviction 'hold' / derived 'sell', convictionScore 1.8/10; moatTrajectory 'eroding'; scenario targets bull $51.2 (30%), base $23.4 (50%), bear $9.35 (20%); live price $37.39 sits 37.4% above the base-case target (gapToBase -37.4%), flagged 'overpriced.'web/src/data/market/alpha-map.json, this repo, lastUpdated 2026-08-26
Positioning Suggestions
→ The house's own quant screen already reads SMCI as overpriced (derived 'sell,' base target $23.4 vs a live $37.39, gapToBase -37.4%) heading into this filing -- a clean audit confirmation with a remediated ICFR opinion is the single strongest catalyst that would argue for revisiting that read; absent both, this filing does not on its own change the starting skepticism.
→ The most probable combined outcome given the evidence above is a large, confirmatory RPO figure (bullish headline) alongside a still-adverse ICFR opinion (unresolved overhang) -- treat any post-filing rally driven purely by the backlog number as a reason to trim rather than add, since the audit-control risk is the one this filing is least likely to resolve favorably.
→ This repo's dell-q2-fy2027.ts already treats SMCI's margin recovery and backlog strength as a bullish read-through for the whole AI-server-integrator complex ahead of Dell's own Sept 3 print -- a strong RPO confirmation here would corroborate that read and is worth weighing into the DELL position ahead of its print, independent of any standalone SMCI position decision.
Predictions
8○
SMCI's FY2026 10-K is filed on or before 2026-08-31, without a Rule 12b-25 (NT 10-K) extension
55%P1
An on-time filing despite the still-open material weakness would itself be a mildly positive signal (matching the FY2025 precedent); a slip to the extended deadline, given the FY2024 precedent, would raise the odds of a more severe underlying finding.
○
The 10-K discloses a specific RPO dollar figure (not just qualitative 'record backlog' language)
90%P2
○
The disclosed RPO figure exceeds $2.0 billion
70%P3
An RPO print near or above the ~$2.6B trend-extrapolated estimate is the strongest available corroboration of the 'record backlog' framing with an audited number attached, and the best evidence for treating the FY2027 $65-72B guide as demand-backed rather than aspirational.
○
SMCI's audited FY2026 GAAP revenue comes within 1% of the $39,063M figure reported in the Aug 11 8-K
85%P4
○
BDO's audit opinion states SMCI's internal control over financial reporting remains NOT effective (material weakness persists) as of 2026-06-30
70%P5
This is the call's central downside risk. A surprise 'effective' opinion would be the single biggest reason to reconsider the house's bearish quant read on SMCI; a repeat adverse opinion keeps the governance discount intact regardless of how strong the RPO print is.
○
The 10-K's customer-concentration disclosure shows the single largest customer accounting for more than 40% of FY2026 revenue
45%P6
○
The 10-K's export-control-related risk-factor language is materially softer than the FY2025 10-K's, reflecting the completed independent investigation
55%P7
○
SMCI stock moves less than 3% (either direction) on the trading day the 10-K is filed
60%P8
A 10-K filing without an accompanying live call typically carries a smaller immediate reaction than an earnings print unless it surprises on ICFR or RPO specifically -- a move beyond 3% would most likely be driven by one of those two disclosures rather than the already-known P&L.
Key Questions
- Does the audited FY2026 GAAP revenue/net income/EPS confirm the Aug 11 preliminary figures within immaterial rounding, or does the audit process surface an adjustment?
- What is the exact FY2026 RPO figure, and does it land near the ~$2.6B trend-extrapolated estimate (tracking total deferred revenue) or break that pattern?
- Does BDO's ICFR opinion state the material weaknesses first disclosed in the FY2024 crisis are remediated, or does it remain adverse as in FY2025 and the Q3 FY2026 10-Q?
- Does the full-year FY2026 customer-concentration disclosure land closer to the FY2024 baseline (~20%) or the elevated single-quarter FY2026 data point (~63%)?
- Does the 10-K's export-control risk-factor language soften now that the independent investigation is complete, or does contingent litigation/regulatory language persist unchanged?
- Is the 10-K filed on or before the standard 2026-08-31 deadline, or does SMCI need the Rule 12b-25 extension to 2026-09-15?
Monitoring Checklist
0/7 checked