v3.26.1
Related Party Transactions
9 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions
Note 11. Related Party Transactions

We have a variety of business relationships with Ablecom Technology Inc (“Ablecom”) and Compuware Technology Inc (“Compuware”), both of which are Taiwan-based corporations. Ablecom is a major contract manufacturer for us and its Chief Executive Officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board. As of March 31, 2026, Steve Liang and his family members owned approximately 35.0% of Ablecom’s stock. Charles Liang and his spouse, Sara Liu, who is also an officer and director for us, collectively owned approximately 10.5% of Ablecom’s capital stock as of March 31, 2026. 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. Steve Liang is also a member of Compuware’s board of directors and is an equity holder of Compuware. Compuware is also a major contract manufacturer for us and a distributor of our products in limited geographic regions. Neither Charles Liang nor Sara Liu own any capital stock of Compuware.
In October 2018, our Chief Executive Officer, Charles Liang, personally borrowed approximately $12.9 million from Chien-Tsun Chang, the spouse of Steve Liang. The loan was unsecured, had no maturity date and bore interest at 0.80% per month for the first six months, increased to 0.85% per month through February 28, 2020, and reduced to 0.25% effective March 1, 2020. The loan was originally made at Mr. Liang's request to provide funds to repay margin loans to two financial institutions, which loans had been secured by shares of our common stock that he held. The lenders called the loans in October 2018, following the suspension of our common stock from trading on Nasdaq in August 2018 and the decline in the market price of our common stock in October 2018. As of March 31, 2026 and June 30, 2025, the amount due on the unsecured loan (including principal and accrued interest) was $0.0 million and approximately $16.8 million, respectively. On October 9, 2025, the outstanding loan principal and accrued interest through October 8, 2025, totaling $16.9 million was repaid in full.

Dealings with Ablecom

We have entered into a series of agreements with Ablecom, including, but not limited to, multiple product development, production and service agreements, credit agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space.

Under these agreements, we outsource to Ablecom a portion of our design activities and a significant part of our server chassis manufacturing as well as an immaterial portion of other components. Ablecom manufactured approximately 94.0% and 95.0% of the chassis purchased by us during the three months ended March 31, 2026 and 2025, respectively, and 95.5% and 95.2% of the chassis purchased by us during the nine months ended March 31, 2026 and 2025, respectively. With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to our specifications, and further agrees to build the tools needed to manufacture the products. We pay Ablecom for the design and engineering services, and further agree to pay Ablecom for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling.

During the third quarter ended March 31, 2026, we entered into an arrangement for Ablecom to resell certain products, to an end customer in Japan. The transaction was entered into in the ordinary course of business, and the related terms and conditions were consistent with those negotiated with other third-party resellers for similar transactions.

With respect to the manufacturing aspects of the relationship, Ablecom purchases most of the materials needed to manufacture the chassis from third parties and we provide certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions. Ablecom uses these materials and components to manufacture the completed chassis and then sell them back to us. For the components purchased from us, Ablecom sells the components back to us at a price equal to the price at which we sold the components to Ablecom. There is no revenue recognized by us from these transactions. We and Ablecom frequently review and negotiate the prices of the chassis we purchase from Ablecom. In addition to inventory purchases, we also incur other costs associated with design services, tooling and other miscellaneous costs from Ablecom.

Our exposure to financial loss as a result of our involvement with Ablecom is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products. Non-cancelable purchase orders from us to Ablecom on March 31, 2026 and June 30, 2025 were $49.3 million and $30.6 million, respectively, effectively representing the exposure to financial loss. We do not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer. Since Ablecom manufactures substantially all the chassis that we incorporate into our products, if Ablecom were to suddenly be unable to manufacture chassis for us, our business could suffer if we are unable to quickly qualify substitute suppliers who can supply high-quality chassis to us in volume and at acceptable prices. We have extended a $10.0 million trade credit line with a net 30 days payment term to Ablecom through a credit agreement that outlines the terms and conditions governing their business dealings.
Dealings with Compuware

We appointed Compuware as a non-exclusive authorized distributor of our products in Taiwan, China, Australia, Malaysia, and U.S. Compuware assumes the responsibility of installing our products at the site of the end customer, if required, and administers customer support in exchange for a discount from our standard price for its purchases. From time to time, Compuware acts as a sales representative for us in exchange for a fee that is based on a percentage of net sales generated from customers introduced to us. The fee structure for Compuware is comparable to the fee structure offered to other sales representatives in the same geographic region.

We have entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space. We extended a $200.0 million trade credit line on November 19, 2025, with a net 90 days payment term to Compuware through a credit agreement that outlines the terms and conditions governing their business dealings.

Under these agreements, we outsource a portion of our design activities, a significant part of our power supplies manufacturing and an immaterial portion of other components to Compuware. Compuware manufactured approximately 92.4% and 93.7% of the power supplies purchased by us during the three months ended March 31, 2026 and 2025, respectively, and 94.0% and 94.8% of the power supplies purchased by us during the nine months ended March 31, 2026 and 2025, respectively. With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to our specifications and further agree to build the tools needed to manufacture the products. We pay Compuware for the design and engineering services and further agrees to pay Compuware for the tooling. We retain full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Compuware purchases most of the materials needed to manufacture the power supplies from third parties and uses these materials to manufacture the products and then sell those products to us. We and Compuware frequently review and negotiate the prices of the power supplies we purchase from Compuware.
Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for us. We sell to Compuware most of the components needed to manufacture the above products. Compuware uses the components to manufacture the products and then sells the products back to us at a purchase price equal to the price at which we sold the components to Compuware, plus a “manufacturing value added” fee and other miscellaneous material charges and costs, including overhead and labor. There is no revenue recognized by us from these transactions. We and Compuware frequently review and negotiate the amount of the “manufacturing value added” fee that will be included in the price of the products we purchase from Compuware. In addition to the inventory purchases, we also incur costs associated with design services, tooling assets, and miscellaneous costs.

Our exposure to financial loss as a result of our involvement with Compuware is limited to potential losses on our purchase orders in the event of an unforeseen decline in the market price and/or demand of our products such that we incur a loss on the sale or cannot sell the products. Non-cancelable purchase orders from us to Compuware on March 31, 2026 and June 30, 2025 were $179.3 million and $118.3 million, respectively, effectively representing the exposure to financial loss. We do not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer.
Dealings with Leadtek Research Inc.

In October 2023, Ablecom and Compuware acquired an approximately 30% interest in Leadtek Research Inc. (“Leadtek”), a Taiwan company specializing in providing professional graphics cards and workstation solutions (the “Leadtek Investment”). As of December 31, 2025, this interest came down to approximately 29%. Prior to the Leadtek Investment, none of our related parties had direct or indirect material interests in any transactions in which we were a participant with Leadtek. Commencing with the closing of the Leadtek Investment, Steve Liang and Bill Liang have served as two of the seven members of the Leadtek board of directors. We engaged in transactions whereby we sold servers worth $0.4 million and $0.2 million to Leadtek during the three months ended March 31, 2026 and 2025, respectively, and $1.2 million and $0.5 million to Leadtek during the nine months ended March 31, 2026 and 2025, respectively. We did not purchase any graphic cards from Leadtek during the three months ended March 31, 2026 and 2025, respectively. We purchased graphic cards worth $0.0 million and $0.5 million from Leadtek during the nine months ended March 31, 2026 and 2025, respectively.

Dealings with Investment in a Corporate Venture

In October 2016, we entered into agreements pursuant to which we contributed certain technology rights in connection with an investment in a privately held company (the “Corporate Venture”) located in China to expand our presence in China. The Corporate Venture was 30% owned by us and 70% owned by another company in China. The agreement was signed in the third quarter of the fiscal year ended June 30, 2017, and the investment was accounted for using the equity method of accounting. The Corporate Venture was also a related party.

We monitor the investment for events or circumstances indicative of potential impairment and make appropriate reductions in carrying values if we determine that an impairment charge is required. As of June 30, 2025, we concluded the Corporate Venture would be divested in the fiscal year ending June 2026. We performed an impairment analysis on this investment and concluded the remaining carrying value of the equity investment of $6.7 million was impaired as of June 30, 2025. On November 25, 2025, the Equity Transfer Agreement was signed, and the divestiture of our 30% interest was completed on December 23, 2025, and the Corporate Venture ceased to be a related party as of December 23, 2025.

We sold products worth $4.2 million to the Corporate Venture during the three months ended March 31, 2025, and $8.1 million and $9.0 million to the Corporate Venture during the nine months ended March 31, 2026 and 2025, respectively. Our share of intra-entity profits on the products that remained unsold by the Corporate Venture had been eliminated and reduced the carrying value of our investment in the Corporate Venture due to prior impairment write-off as of December 31, 2025. To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities. We had $0.0 million and less than $0.1 million receivables due from the Corporate Venture in accounts receivable, net as of March 31, 2026 and June 30, 2025, respectively.
Other transactions

For the three months ended March 31, 2026, we had no sales to and immaterial purchases from Green Earth Liang’s Inc. (“Green Earth”), an entity affiliated with our Chief Executive Officer. For the three months ended March 31, 2025, we had no transactions from Green Earth Liang’s Inc. For the nine months ended March 31, 2026, we had no sales to and immaterial purchases from Green Earth Liang’s Inc. For the nine months ended March 31, 2025, we had immaterial expense reimbursement from Green Earth Liang's Inc. As of March 31, 2026 and June 30, 2025, there was no amount due to and from Green Earth.

We had the following balances related to transactions with our related parties as of March 31, 2026 and June 30, 2025 (in thousands):

Accounts receivable
Other receivables (1)
Other assetsAccounts payable
Accrued liabilities (2)
Other long-term liabilities (3)
Ablecom
As of March 31, 2026
$$1,344 $59 $88,323 $689 $251 
As of June 30, 2025
$$1,059 $— $55,460 $753 $114 
Compuware
As of March 31, 2026
$430 $27,370 $— $45,729 $641 $243 
As of June 30, 2025
$285 $12,686 $— $74,292 $291 $494 
Corporate Venture
As of March 31, 2026
$— $— $— $— $— $— 
As of June 30, 2025
$30 $— $— $— $— $— 
Leadtek
As of March 31, 2026
$202 $— $— $— $— $— 
As of June 30, 2025
$77 $— $— $— $— $— 
Total
As of March 31, 2026
$633 $28,714 $59 $134,052 $1,330 $494 
As of June 30, 2025
$393 $13,745 $— $129,752 $1,044 $608 

(1) Other receivables include receivables from vendors included in prepaid expenses and other current assets.
(2) Includes current portion of operating lease liabilities included in other current liabilities.
(3) Other long-term liabilities include non-current portion of lease liabilities.
Our results from transactions with our related parties for each of the three months ended March 31, 2026 and 2025, are as follows (in thousands):

Net salesCost of salesPurchase of fixed assetsResearch and DevelopmentSales and marketing
Ablecom
Three months ended March 31, 2026$315 $126,145 $4,444 $1,754 $— 
Three months ended March 31, 2025$$50,147 $7,777 $971 $— 
Compuware
Three months ended March 31, 2026$4,181 $76,695 $$445 $1,104 
Three months ended March 31, 2025$3,278 $65,372 $— $460 $— 
Corporate Venture
Three months ended March 31, 2026$— $— $— $— $— 
Three months ended March 31, 2025$4,201 $— $— $— $— 
Leadtek
Three months ended March 31, 2026$383 $— $— $— $— 
Three months ended March 31, 2025$165 $— $— $— $— 
Green Earth
Three months ended March 31, 2026$— $— $— $— $15 
Three months ended March 31, 2025$— $— $— $— $— 
Total
Three months ended March 31, 2026$4,879 $202,840 $4,450 $2,199 $1,119 
Three months ended March 31, 2025$7,647 $115,519 $7,777 $1,431 $— 

Our results from transactions with our related parties for each of the nine months ended March 31, 2026 and 2025, are as follows (in thousands):

Net salesCost of salesPurchase of fixed assetsResearch and DevelopmentSales and marketing
Ablecom
Nine months ended March 31, 2026$403 $307,907 $7,923 $4,161 $— 
Nine months ended March 31, 2025$10 $252,426 $14,908 $3,958 $— 
Compuware
Nine months ended March 31, 2026$14,184 $242,055 $155 $1,138 $1,739 
Nine months ended March 31, 2025$24,318 $238,720 $371 $1,120 $— 
Corporate Venture*
Nine months ended March 31, 2026$8,147 $— $— $— $— 
Nine months ended March 31, 2025$8,977 $— $— $— $— 
Leadtek
Nine months ended March 31, 2026$1,206 $— $— $— $— 
Nine months ended March 31, 2025$494 $534 $— $— $— 
Green Earth
Nine months ended March 31, 2026$— $— $— $— $76 
Nine months ended March 31, 2025$— $— $— $— $(6)
Total
Nine months ended March 31, 2026$23,940 $549,962 $8,078 $5,299 $1,815 
Nine months ended March 31, 2025$33,799 $491,680 $15,279 $5,078 $(6)

*The divestiture of our 30% interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party. Accordingly, this disclosure covers only the six months ended December 31, 2025.
Our cash flow impact from transactions with our related parties for each of the nine months ended March 31, 2026 and 2025, are as follows (in thousands):

Changes in accounts receivableChanges in prepaid expenses and other assetsChanges in accounts payableChanges in accrued liabilitiesChanges in other long-term liabilitiesCash payment for property, plant, and equipmentUnpaid property, plant, and equipment
Ablecom
Nine months ended March 31, 2026$— $(344)$32,863 $(64)$137 $9,217 $2,584 
Nine months ended March 31, 2025$— $577 $(48,270)$487 $227 $10,137 $7,111 
Compuware
Nine months ended March 31, 2026$(145)$(14,684)$(28,563)$350 $(251)$149 $
Nine months ended March 31, 2025$48 $(3,359)$(1,491)$84 $502 $371 $— 
Corporate Venture*
Nine months ended March 31, 2026$30 $— $— $— $— $— $— 
Nine months ended March 31, 2025$4,990 $— $— $— $— $— $— 
Leadtek
Nine months ended March 31, 2026$(125)$— $— $— $— $— $— 
Nine months ended March 31, 2025$840 $— $(230)$— $— $— $— 
Total
Nine months ended March 31, 2026$(240)$(15,028)$4,300 $286 $(114)$9,366 $2,591 
Nine months ended March 31, 2025$5,878 $(2,782)$(49,991)$571 $729 $10,508 $7,111 

*The divestiture of our 30% interest was completed on December 23, 2025, after which the Corporate Venture ceased to be a related party. Accordingly, this disclosure covers only the six months ended December 31, 2025.