[Form 4] Super Micro Computer, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview – Super Micro Computer, Inc. (SMCI)

On 07/01/2025, Don W. Clegg, the company’s Senior Vice President of Worldwide Sales, reported a series of routine equity transactions linked to previously granted restricted stock units (RSUs). Key points:

• RSU vesting & exercises (Code “M”): Four tranches of RSUs were converted into a total of 11,305 common shares (7,960 + 800 + 660 + 1,885).
• Shares withheld for taxes (Code “F”): 5,163 shares were automatically surrendered at $47.20 per share to satisfy statutory tax-withholding obligations.
• Net change in ownership: After the transactions, Clegg’s direct holdings increased by 6,142 shares to 41,447 shares.
• Split adjustment: Footnote 2 clarifies that the RSU amounts reflect the 10-for-1 forward stock split effective 09/30/2024.
• Remaining un-vested RSUs: Clegg still beneficially owns derivative interests covering 7,960; 1,600; 1,320; and 5,657 RSUs that continue to vest annually through 2028, contingent on continued service.

No open-market sales were reported; all disposals were tax-related. The filing signals continued equity accumulation by a key executive but does not indicate a change in strategic outlook or corporate fundamentals.

Positive

• Net increase of 6,142 shares in direct insider ownership, potentially signalling management’s confidence.
• No open-market selling; all disposals were automatic tax withholdings, reducing bearish interpretations.

Negative

• 5,163 shares withheld for taxes at $47.20 indicates dilution to satisfy obligations, though routine.

Insights

Equity Compensation Analyst

TL;DR – Routine RSU vesting; insider’s net share count rises by ~6.1 k, no open-market selling.

The filing shows standard quarterly vesting of multiple RSU grants. Code “M” entries convert RSUs into shares, while Code “F” entries denote shares withheld to cover taxes at $47.20. Because the insider kept roughly 54% of the vested shares, his direct stake rose to 41,447 shares. This pattern aligns with prior filings and suggests confidence, albeit modest, in future performance. As no discretionary sales occurred, the market impact should be limited.

Portfolio Manager – Tech Hardware

TL;DR – Neutral signal; executive retains majority of vested stock, typical for SMCI’s compensation cycle.

Vesting covers grants from 2023-2025 that were adjusted for last year’s split. Post-transaction ownership equates to a low-single-digit percentage of the float, hence not materially altering insider ownership structure. The absence of open-market sales mitigates negative interpretation, but the filing delivers no new information on operations or outlook. I view this as administratively routine and not actionable for portfolio positioning.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CLEGG DON W

(Last) (First) (Middle)

980 ROCK AVENUE

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Super Micro Computer, Inc. [ SMCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Worldwide Sales

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		M		7,960	A	(1)	43,265	D
Common Stock	07/01/2025		F		3,964	D	$47.2	39,301	D
Common Stock	07/01/2025		M		800	A	(1)	40,101	D
Common Stock	07/01/2025		F		287	D	$47.2	39,814	D
Common Stock	07/01/2025		M		660	A	(1)	40,474	D
Common Stock	07/01/2025		F		237	D	$47.2	40,237	D
Common Stock	07/01/2025		M		1,885	A	(1)	42,122	D
Common Stock	07/01/2025		F		675	D	$47.2	41,447	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	07/01/2025		M			7,960(2)	(3)	(3)	Common Stock	7,960(2)	$0	7,960	D
Restricted Stock Units	(1)	07/01/2025		M			800(2)	(4)	(4)	Common Stock	800(2)	$0	1,600	D
Restricted Stock Units	(1)	07/01/2025		M			660(2)	(4)	(4)	Common Stock	660(2)	$0	1,320	D
Restricted Stock Units	(1)	07/01/2025		M			1,885	(5)	(5)	Common Stock	1,885	$0	5,657	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.

2. This RSU was previously reported as covering 10x fewer shares but was adjusted in connection with the ten-for-one forward split that became effective on September 30, 2024.

3. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2023. Vested units are settled in shares of SMCI common stock.

4. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024. Vested units are settled in shares of SMCI common stock.

5. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2025. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many SMCI shares does Don W. Clegg now own?

Following the 07/01/2025 transactions, he directly owns 41,447 common shares.

Were any SMCI shares sold on the open market?

No. The only disposals (Code “F”) were tax-related share withholdings, not open-market sales.

What is the significance of Code “M” in this Form 4?

Code “M” indicates the conversion of RSUs into common stock, i.e., vesting/exercise events.

Why do the RSU amounts differ from earlier reports?

Footnote 2 explains they were adjusted for a 10-for-1 stock split effective 09/30/2024.

When will the remaining RSUs vest for Don Clegg?

Un-vested RSUs continue to vest in annual 25% increments each July 1 through 2028, subject to continued employment.