Super Micro Computer (NASDAQ: SMCI) SVP settles RSUs, withholds shares for tax

Rhea-AI Filing Summary

Super Micro Computer, Inc. SVP Worldwide Sales Don W. Clegg reported equity award activity involving restricted stock units (RSUs) and common shares. On February 17, 2026, he acquired 1,750 RSUs, each representing a right to one SMCI common share.

He also acquired 1,750 shares of common stock through an exercise or conversion of derivative securities, bringing his direct common stock holdings to 49,059 shares afterward. In a separate transaction that same day, 716 common shares were disposed of at $30.11 per share to satisfy tax withholding obligations, which the company notes was not a market transaction.

According to the award terms, the RSUs are scheduled to vest in two equal tranches on February 17, 2026 and August 17, 2026, subject to Clegg’s continued service, with vested units settled in SMCI common stock.

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

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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)
02/17/2026

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	02/17/2026		M		1,750	A	(1)	49,775	D
Common Stock	02/17/2026		F(2)		716(2)	D	$30.11	49,059	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)	02/17/2026		M			1,750	(3)	(3)	Common Stock	1,750	$0	1,750	D

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 continued service to SMCI, the restricted stock units vest in two equal tranches on February 17, 2026 and August 17, 2026. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	02/19/2026
	** 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

What insider transactions did SMCI SVP Don W. Clegg report on this Form 4?

Don W. Clegg reported acquiring 1,750 restricted stock units and 1,750 SMCI common shares on February 17, 2026. He also reported the disposition of 716 common shares used to satisfy tax withholding obligations related to vested equity, which the company states was not a market sale.

How many SMCI shares does Don W. Clegg hold after these Form 4 transactions?

Following the reported transactions, Don W. Clegg directly holds 49,059 shares of Super Micro Computer common stock. This figure reflects the acquisition of 1,750 shares from the derivative exercise and the withholding of 716 shares to cover tax obligations tied to his vested restricted stock units.

How are Don W. Clegg’s SMCI restricted stock units scheduled to vest?

Clegg’s restricted stock units are scheduled to vest in two equal tranches, on February 17, 2026 and August 17, 2026. Vesting is subject to his continued service with Super Micro Computer, and each vested unit is settled in one share of SMCI common stock upon vesting.

Was the disposition of SMCI shares by Don W. Clegg a market sale?

The 716 SMCI shares reported as disposed were withheld by the company to satisfy tax withholding and remittance obligations. The company indicates this was a tax-withholding disposition, not an open-market sale, and is exempt from Section 16(b) under Rule 16b-3(e) of the Exchange Act.

What transaction codes appear on Don W. Clegg’s SMCI Form 4 and what do they mean?

The filing reports code M for exercise or conversion of derivative securities, covering 1,750 RSUs and 1,750 common shares. It also reports code F for 716 common shares withheld to pay tax liabilities, described as delivering securities to satisfy tax obligations rather than executing a market transaction.

Does this SMCI Form 4 show Don W. Clegg buying or selling shares on the open market?

The Form 4 does not show open-market purchases or sales. It details equity award-related activity: exercise or conversion of derivative securities into common shares and company share withholding to cover taxes. The tax-related disposition is explicitly characterized as not being a market transaction by Super Micro Computer.