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SMCI insider filing: RSU settlement and tax withholding recorded

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Super Micro Computer (SMCI) insider filed a Form 4 reflecting equity settlements tied to previously granted awards. On 11/10/2025, the reporting person’s spouse had 2,110 restricted stock units convert to common shares (code M). To cover taxes, 1,137 shares were withheld at $40.19 per share (code F), described as a tax withholding and not a market sale.

Following these transactions, the spouse holds 607,399 SMCI shares indirectly. The reporting person also shows 40,426,120 shares held directly and 25,677,520 shares held indirectly via a joint account with spouse. The RSUs vest 25% on May 10, 2024 and 1/16 each quarter thereafter, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Liang Charles
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 2,110 $0.00 --
Exercise Common Stock 2,110 $0.00 --
Tax Withholding Common Stock 1,137 $40.19 $46K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 12,680 shares (Indirect, By Spouse); Common Stock — 608,536 shares (Indirect, By Spouse); Common Stock — 40,426,120 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock. 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. Subject to the Reporting Person's spouse's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2024 and 1/16th of the total number of units at the end of each of the successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
Form 4 Insider Transactions: What Each Field Means →
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*
Liang Charles
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2025
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 11/10/2025 M 2,110 A (1) 608,536 I By Spouse
Common Stock 11/10/2025 F(2) 1,137(2) D $40.19 607,399 I By Spouse
Common Stock 40,426,120 D
Common Stock 25,677,520 I By Joint Account w/ Spouse
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) 11/10/2025 M 2,110 (3) (3) Common Stock 2,110 $0 12,680 I By Spouse
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.
2. 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.
3. Subject to the Reporting Person's spouse's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2024 and 1/16th of the total number of units at the end of each of the successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
Remarks:
/s/ David E Weigand, Attorney-In-Fact 11/12/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did SMCI report on this Form 4?

On 11/10/2025, 2,110 RSUs converted to common stock (code M), and 1,137 shares were withheld for taxes at $40.19 (code F).

How many SMCI shares does the spouse hold after the transactions?

The spouse indirectly holds 607,399 shares after the reported transactions.

What do transaction codes M and F mean in this context?

M indicates settlement of RSUs into shares. F indicates shares withheld to satisfy tax obligations related to vesting/settlement.

What other SMCI holdings are shown for the reporting person?

The filing lists 40,426,120 shares held directly and 25,677,520 held indirectly via a joint account with spouse.

What is the vesting schedule for the RSUs mentioned?

They vest 25% on May 10, 2024 and 1/16 each successive calendar quarter thereafter, subject to continued service.

Is the tax withholding a market sale of SMCI shares?

No. The filing states the withheld 1,137 shares were used to satisfy tax obligations and were not a market transaction.

What roles does the reporting person hold at SMCI?

The individual is a Director, President and CEO, and a 10% Owner.