XML 48 R35.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Stock-based Compensation and Stockholders' Equity (Tables) | 3 Months Ended
--- | ---
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Schedule of Assumptions Used to Estimate Fair Value of Stock Options Granted Using Black-Scholes Option Pricing Model | The fair value of stock option grants for the three months ended September 30, 2024 and 2023 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
| Three Months Ended September 30, |  |
| 2024 |  | 2023 |  |  |  |
Risk-free interest rate | 3.82% - 4.00% |  | 4.15% - 4.32% |  |  |  |
Expected term | 3.00 years - 5.98 years |  | 3.00 years - 5.99 years |  |  |  |
Dividend yield | —% |  | —% |  |  |  |
Volatility | 63.67% - 69.97% |  | 56.87% - 58.27% |  |  |  |
Weighted-average fair value of options | $40.71 |  | $18.83 |  |  |  |
Schedule of Stock-based Compensation Expense | The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 (in thousands):
| Three Months Ended September 30, |  |
| 2024 |  | 2023 |  |  |  |
Cost of sales | $ | 3,959 |  |  | $ | 5,904 |  |  |  |  |
Research and development | 36,527 |  |  | 35,710 |  |  |  |  |
Sales and marketing | 7,763 |  |  | 5,665 |  |  |  |  |
General and administrative | 15,765 |  |  | 10,100 |  |  |  |  |
Stock-based compensation expense before taxes | 64,014 |  |  | 57,379 |  |  |  |  |
Income tax impact | (15,873) |  |  | (16,049) |  |  |  |  |
Stock-based compensation expense, net | $ | 48,141 |  |  | $ | 41,330 |  |  |  |  |
Schedule of Operational And Stock Price Milestones | As of September 30, 2024, the 2021 CEO Performance Stock Option had fully vested based upon achievement of operational and stock price milestones as follows:
Annualized Revenue Milestone (in billions) |  | Achievement Status |  | Stock Price Milestone |  | Achievement Status |  |
$4.0 |  | Achieved |  | $4.50 |  | Achieved (1) |  |
$4.8 |  | Achieved |  | $6.00 |  | Achieved (2) |  |
$5.8 |  | Achieved |  | $7.50 |  | Achieved (3) |  |
$6.8 |  | Achieved |  | $9.50 |  | Achieved (4) |  |
$8.0 |  | Achieved |  | $12.00 |  | Achieved (5) |  |
(1)The vesting of the first tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option, representing one-fifth of such award, was certified by the Company’s Compensation Committee in August 2022. (2)The vesting of the second tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in October 2022. (3)The vesting of the third tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in January 2023. (4)The vesting of the fourth tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in September 2023. (5)The vesting of the fifth tranche of 2,000,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company’s Compensation Committee in February 2024. The achievement status of the operational and stock price milestones as of September 30, 2024 was as follows:
Annualized Revenue Milestone (in billions)(1) |  | Achievement Status |  | Stock Price Milestone(1) |  | Achievement Status
$13.0 |  | Probable |  | $45.00 |  | Achieved (2)
$15.0 |  | Probable |  | $60.00 |  | Achieved (3)
$17.0 |  | Probable |  | $75.00 |  | Achieved (4)
$19.0 |  | Probable |  | $90.00 |  | Achieved (5)
$21.0 |  | Probable |  | $110.00 |  | Not yet achieved
(1)Under the terms of the 2023 CEO Performance Stock Option, the annualized revenue milestones and stock price milestones set forth in the table above must be achieved by December 31, 2028 and March 31, 2029, respectively. (2)On March 2, 2024, the Compensation Committee certified achievement of the $45 stock price milestone based upon the 60 trading day average stock price from November 29, 2023 through February 26, 2024. (3)On April 1, 2024, the Compensation Committee certified achievement of the $60 stock price milestone based upon the 60 trading day average stock price from December 15, 2023 through March 13, 2024. (4)On April 1, 2024, the Compensation Committee certified achievement of the $75 stock price milestone based upon the 60 trading day average stock price from January 4, 2024 through April 1, 2024. (5)On May 5, 2024, the Compensation Committee certified achievement of the $90 stock price milestone based upon the 60 trading day average stock price from January 31, 2024 through April 25, 2024.
Schedule of Stock Option Activity | The following table summarizes stock option activity during the three months ended September 30, 2024 under all plans:
|  | Options Outstanding |  | Weighted Average Exercise Price per Share |  | Weighted Average Grant Date Fair Value |  | Weighted Average Remaining Contractual Term (in Years) |  |
Balance as of June 30, 2024 |  | 35,443,550 |  |  | $ | 17.57 |  |  |  |  |  |  |
Granted |  | 1,084,500 |  |  | $ | 66.41 |  |  | $40.71 |  |  |  |
Exercised |  | (1,330,560) |  |  | $ | 4.91 |  |  |  |  |  |  |
Forfeited/Cancelled |  | (179,250) |  |  | $ | 22.61 |  |  |  |  |  |  |
Balance as of September 30, 2024 |  | 35,018,240 |  |  | $ | 19.53 |  |  |  |  | 6.99 |  |
Options vested and expected to vest as of September 30, 2024 |  | 35,018,240 |  |  | $ | 19.53 |  |  |  |  |  |  |
Options exercisable as of September 30, 2024 |  | 19,316,140 |  |  | $ | 5.18 |  |  |  |  | 5.49 |  |
Schedule of Restricted Stock Unit Activity | The following table summarizes RSU activity during the three months ended September 30, 2024 under all plans:
| Time-Based RSUs Outstanding |  | Weighted Average Grant-Date Fair Value per Share |  |  |  |  |
Balance as of June 30, 2024 | 21,272,990 |  |  | $ | 24.19 |  |  |  |  |  |
Granted | 2,111,600 |  |  | $ | 66.53 |  |  |  |  |  |
Released | (2,264,940) |  |  | $ | 13.63 |  |  |  |  |  |
Forfeited | (274,200) |  |  | $ | 33.62 |  |  |  |  |  |
Balance as of September 30, 2024 | 20,845,450 |  |  | $ | 29.51 |  |  |  |  |  |

X
- Definition Summary Of Operational And Stock Price Milestones + References No definition available. + Details
Name: | smci_SummaryOfOperationalAndStockPriceMilestonesTableTextBlock
Namespace Prefix: | smci_
Data Type: | dtr-types1:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the number and weighted-average grant date fair value for restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock units that were granted, vested, or forfeited during the year. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ScheduleOfShareBasedCompensationRestrictedStockUnitsAwardActivityTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Subparagraph (f)(2) -Name Accounting Standards Codification -Paragraph 2 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration