What happened at Super Micro in 2024?
Super Micro Computer, Inc. makes servers and storage systems for data centers. Its fiscal year ends on June 30.[S12]
On Oct 24, 2024, Ernst & Young LLP (EY) resigned as its auditor. An auditor is the outside accounting firm that checks a company's books and gives an opinion on them.[S4]
EY was in its first audit for Super Micro, for the year to June 30, 2024. It had not issued any report when it resigned.[S4]
The annual report for that year, the Form 10-K, was already late. It was filed on Feb 25, 2025, with a new auditor's opinions.[S12]
The filings appeared in this order.
Company says the 10-K will be late[S1]
A press release filed with an 8-K said the company expected to miss the deadline. It gave one reason: management needed more time to assess its internal controls.
Notification of late filing (NT 10-K)[S2]
The Form 12b-25 added a second reason. After information reached the audit committee, the board had formed a committee to review internal controls and other matters.
Nasdaq notice for the missing 10-K[S3]
Nasdaq said the company did not comply with its timely-filing rule. The 8-K reporting the letter was filed on Sep 20, 2024.
The 8-K under Item 4.01 was filed on Oct 30, 2024. EY's letter to the SEC, dated Oct 29, 2024, was attached as Exhibit 16.1.
Special committee gives an update[S6]
A press release quoted the committee: it had found no evidence of fraud or misconduct by management or the board. The company still could not predict when the 10-K would be filed.
Notification of late filing for the 10-Q[S7]
The quarterly report for the three months to Sep 30, 2024 was also late. The notice said it could not be filed until the 10-K was.
BDO USA appointed; plan sent to Nasdaq[S8]
The audit committee appointed BDO USA, P.C. as the new auditor. The company also submitted a compliance plan to Nasdaq.
Special committee findings; board adopts its recommendations[S9][S10]
The company said the review was complete and the board had adopted all its recommendations. They included a search for a new chief financial officer.
Nasdaq grants an exception to Feb 25, 2025[S11]
The company had until that date to file the 10-K, the 10-Q and any other required reports.
10-K and two 10-Qs filed[S12][S13]
BDO's reports were dated Feb 25, 2025. Nasdaq wrote the same day that the company now complied and the matter was closed.
Fiscal 2025 10-K filed[S14]
Internal control over financial reporting was again reported as not effective, now with four material weaknesses. BDO was still the auditor.
Fiscal 2026 10-K filed[S15]
The company said three of the four weaknesses were fixed. One, on information technology controls, remained at June 30, 2026.
What did the late-filing notices say?
A company that cannot file a 10-K or 10-Q on time files Form 12b-25. It is often called an "NT 10-K" or "NT 10-Q".[S18]
Part II of the form asks whether the report will be filed within 15 calendar days after the due date. For a 10-Q, the form says five calendar days.[S18]
The company said its 10-K was due on Aug 29, 2024. It filed the Form 12b-25 on Aug 30.[S3]
The press release of Aug 28 named one reason: more time for management's assessment of internal controls.[S1] The Form 12b-25 two days later also described the board committee's review.[S2]
The press release said the company had not updated the fiscal 2024 results it announced on Aug 6, 2024.[S1]
The Form 12b-25 said the company did not expect the 10-K to contain material changes to those results.[S2]
What did the 8-K on Ernst & Young's resignation say?
Form 8-K is the report of a major event. Most items, including a change of auditor under Item 4.01, are due within four business days.[S17] Super Micro filed on Oct 30, 2024, the fourth business day after EY's resignation letter of Oct 24.[S4]
The 8-K said EY raised concerns with the audit committee in late July 2024. They covered governance, transparency, the completeness of what EY was told, and internal control over financial reporting.[S4]
It said EY had also warned that the timely filing of the annual report was "at significant risk". The board then formed an independent special committee, which hired a law firm and forensic accountants.[S4]
According to the 8-K, EY later told the committee that new information raised questions. They covered integrity and ethical values, and the board's independence from the chief executive. They also covered whether EY could rely on statements from certain members of management and the audit committee.[S4]
The company stated that it disagreed with EY's decision. It said the special committee had not finished its review.[S4]
It also said it did not expect the matters to require restating earlier reports.[S4]
What did Ernst & Young's letter to the SEC say?
When an auditor leaves, the company asks it to write to the SEC saying whether it agrees with the 8-K. Item 4.01 requires this step.[S17][S4]
EY's letter named, by position, the paragraphs and sentences it agreed with. For the rest, it said it had "no basis to agree or disagree".[S5]
The statements outside the parts it listed included the company's disagreement with the resignation and its expectation of no restatements.[S5][S4]
What did the special committee report?
The committee's work was described in the company's press release of Dec 2, 2024. The committee had reported interim findings to EY on Oct 2, 2024.[S10]
It looked at four areas: rehiring staff who left after a 2017 internal investigation, revenue recognition, export controls and related-party disclosures.[S10]
The release said the committee reviewed 52 sales from Apr 1, 2023 to June 30, 2024. It did not disagree with how the company recorded their revenue.[S10]
It also said the committee found that EY's resignation and conclusions were not supported by the facts it examined.[S9]
The board adopted all the recommendations. It named a chief accounting officer and began a search for a new chief financial officer.[S9]
How did Nasdaq's listing rule come in?
The company's filings described Nasdaq Listing Rule 5250(c)(1) as requiring timely filing of reports with the SEC.[S13]
The 8-K said Nasdaq gave 60 days to file or submit a plan. If Nasdaq accepted a plan, it could allow up to 180 days from the 10-K's due date.[S3]
The company submitted its plan on Nov 18, 2024.[S8] Nasdaq granted an exception to Feb 25, 2025, and the shares stayed listed during that period.[S11]
What did the 10-K say when it was filed?
The 10-K filed on Feb 25, 2025 opened with an explanatory note. It covered EY's concerns, the review and the change of auditor.[S12]
It said the company disagreed with EY's resignation partly because "a significant number of audit procedures were incomplete".[S12]
BDO gave two opinions, both dated Feb 25, 2025.[S12]
- On the financial statements: unqualified. That means the statements were presented fairly, in all material respects.[S12]
- On internal control over financial reporting: adverse. BDO said the company did not maintain effective control at June 30, 2024.[S12]
A material weakness is a gap in controls. It creates a reasonable possibility that a material misstatement is not caught in time. Management listed five, including IT controls and the review of manual journal entries.[S12]
Deloitte & Touche LLP's earlier report on fiscal 2023 and 2022 was also included, dated Aug 25, 2023.[S12]
What could a reader have noticed in the filings?
These are facts in the filings, in the order they were filed.
- The reasons changed in two days. The Aug 28 release named only the controls assessment. The Aug 30 notice added the board committee's review.[S1][S2]
- The auditor had not issued an audit report. The 8-K said EY had issued no report on the financial statements or internal control.[S4]
- The auditor's letter was selective. Exhibit 16.1 agreed with some paragraphs of the 8-K, not all.[S5]
- One delay led to another. The 10-Q notice said the quarterly report had to wait for the 10-K.[S7]
- The control findings continued. Internal control was reported as not effective at June 30 in 2024, 2025 and 2026.[S12][S14][S15]
Our guide on how to read a 10-K shows where Item 9A and the auditor's report sit.
What does this case file leave out?
It records what the filings said, and when. It does not judge EY's reasons, the committee's findings or the company.
The 10-Q filed on Nov 6, 2026 listed putative (proposed) securities class actions and derivative suits, filed from Aug 30, 2024. The class actions allege misstatements about the company's financial results and internal controls.[S16]
The same 10-Q described SEC subpoenas from Nov 19, 2024 and Apr 28, 2026, and said the company was cooperating.[S16] It said the lawsuits were too preliminary to judge whether an adverse outcome was probable.[S16]
This case file does not report on those matters or on other proceedings in that note.