SMCI CEO reports RSU vesting and tax share withholding
Super Micro Computer, Inc. President and CEO Charles Liang reported routine equity compensation activity tied to his spouse’s awards.
Rhea-AI Filing Summary
Super Micro Computer, Inc. President and CEO Charles Liang reported routine equity compensation activity tied to his spouse’s awards. On July 1, 2026, restricted stock units held by his spouse converted into a total of 1,613 shares of SMCI common stock through derivative exercises.
To cover tax obligations on these vested units, 872 SMCI shares were withheld by the company at a price of $27.65 per share, which the footnotes describe as a non-market transaction exempt from Section 16(b) under Rule 16b-3(e). Following these transactions, Liang reports 634,025 SMCI shares held indirectly through his spouse, 25,332,520 shares held through a joint account with his spouse, and 40,426,120 shares held directly in his own name.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,613 shares exercised/converted
Exercise
11 txns
Insider
Liang Charles
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 830 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 510 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 273 | $0.00 | $0.00 |
| Exercise | Common Stock | 830 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 448 | $27.65 | $12K |
| Exercise | Common Stock | 510 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 276 | $27.65 | $8K |
| Exercise | Common Stock | 273 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 148 | $27.65 | $4K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 2,671 contracts (Indirect, By Spouse);
Common Stock — 634,384 shares (Indirect, By Spouse);
Common Stock — 40,426,120 shares (Direct);
Common Stock — 25,332,520 shares (Indirect, By Joint Account w/ Spouse)
Footnotes (5)
- 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 spouse's continued service to SMCI, 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.
- F4. Subject to the Reporting Person's spouse's continued service to SMCI, 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.
- F5. Subject to the Reporting Person's spouse's continued service to SMCI, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2026. Vested units are settled in shares of SMCI common stock.
Key Figures
RSU shares exercised: 1,613 shares
Shares withheld for taxes: 872 shares
Tax withholding price: $27.65 per share
+3 more
6 metrics
RSU shares exercised
1,613 shares
Restricted stock units converting into SMCI common stock on July 1, 2026
Shares withheld for taxes
872 shares
Shares withheld to satisfy tax obligations on vested RSUs at $27.65
Tax withholding price
$27.65 per share
Price used for SMCI shares withheld for tax remittance
Direct SMCI holdings
40,426,120 shares
Shares held directly by Charles Liang after reported transactions
Joint account holdings
25,332,520 shares
SMCI shares held by joint account with spouse
Indirect spouse holdings
634,025 shares
SMCI shares held indirectly through spouse after transactions
Key Terms
restricted stock unit, tax withholding, Section 16(b), Rule 16b-3(e), +1 more
5 terms
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of SMCI common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholding financial
"Represents shares of SMCI common stock that have been withheld by SMCI to satisfy tax withholding and remittance obligations"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
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."
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
What did SMCI CEO Charles Liang report in this Form 4 filing?
Charles Liang reported spouse-related equity compensation activity, including RSU vesting into 1,613 SMCI shares and 872 shares withheld for taxes. These are routine derivative exercises and tax-withholding entries rather than open-market stock purchases or sales.
Are the SMCI transactions in this Form 4 open-market buys or sells?
No, the key entries are derivative exercises (RSUs converting into common stock) and tax-withholding dispositions. The tax-withheld shares are explicitly described as not a market transaction and are exempt under Rule 16b-3(e) of the Exchange Act.
What do the SMCI restricted stock unit footnotes say about vesting?
The footnotes state that restricted stock units held by Liang’s spouse vest in four equal annual installments each July 1, beginning in different years, subject to continued service to SMCI, with vested units settled in SMCI common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
