Super Micro (NASDAQ: SMCI) director reports 40,426,120 spouse-held shares
Rhea-AI Filing Summary
Super Micro Computer, Inc. (SMCI) director and ten-percent owner Liang Chiu-Chu Sara Liu reported an RSU vesting and related share movements. On August 17, 2026, 3,650 Restricted Stock Units were exercised and converted into 3,650 shares of common stock, exhausting this RSU award. Of these, 1,970 shares of SMCI common stock were withheld at $38.28 per share to satisfy tax withholding and remittance obligations, which the footnote states was not a market transaction and is exempt under Rule 16b-3(e). Following these transactions, indirect holdings reported include 40,426,120 shares held by spouse and 25,332,520 shares held by a joint account with spouse.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 1,680 shares
Net Buy
5 txns
Insider
Liu Liang Chiu-Chu Sara
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F1, F3 | 3,650 | $0.00 | $0.00 |
| Exercise | Common Stock F1 | 3,650 | -- | -- |
| Tax Withholding | Common Stock F2 | 1,970 | $38.28 | $75K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 637,506 shares (Direct);
Common Stock — 40,426,120 shares (Indirect, By Spouse);
Common Stock — 25,332,520 shares (Indirect, By Joint Account w/ Spouse)
Footnotes (3)
- F1. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.
- F2. Represents shares of SMCI common stock that have been withheld by SMCI to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units and not a market transaction. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-3(e) promulgated under the Act.
- F3. Subject to the Reporting Person's continued service to SMCI, the restricted stock units vested in two equal tranches on August 17, 2026 and February 17, 2027. Vested units were settled in shares of SMCI common stock.
Key Figures
RSUs Exercised: 3,650 units
Common Shares Issued from RSUs: 3,650 shares
Shares Withheld for Taxes: 1,970 shares
+3 more
6 metrics
RSUs Exercised
3,650 units
Restricted Stock Units converted into SMCI common stock on August 17, 2026
Common Shares Issued from RSUs
3,650 shares
Shares of SMCI common stock received upon RSU settlement
Shares Withheld for Taxes
1,970 shares
SMCI common shares withheld to satisfy tax obligations on RSU vesting
Tax Withholding Price
$38.28 per share
Per-share value used for shares withheld for tax obligations
Indirect Holdings by Spouse
40,426,120 shares
Post-transaction indirect ownership reported as held by spouse
Indirect Holdings by Joint Account
25,332,520 shares
Post-transaction indirect ownership reported as held by joint account with spouse
Key Terms
Restricted Stock Units, net settlement, Section 16(b), Rule 16b-3(e)
4 terms
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
net settlement financial
"in connection with the net settlement of vested restricted stock units"
Section 16(b) regulatory
"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3(e) regulatory
"pursuant to Rule 16b-3(e) promulgated under the Act"
FAQ
What did SMCI insider Liang Chiu-Chu Sara Liu report on this Form 4?
Liu reported the vesting and exercise of 3,650 Restricted Stock Units, which converted into 3,650 SMCI common shares. A portion of these shares was subsequently withheld to meet tax obligations associated with the RSU vesting and net settlement.
Was Liu’s SMCI Form 4 transaction executed under a Rule 10b5-1 trading plan?
The Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnotes instead describe routine RSU vesting and tax withholding. The tax-related share withholding is noted as exempt under Rule 16b-3(e) of the Exchange Act.
How were Liu’s SMCI Restricted Stock Units structured and when did they vest?
Each RSU represented a right to receive one SMCI common share. The RSUs vested in two equal tranches on August 17, 2026 and February 17, 2027, subject to continued service, with vested units settled in shares of SMCI common stock.
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