Super Micro Computer (NASDAQ: SMCI) VP exercises RSUs with tax withholding

Rhea-AI Filing Summary

Super Micro Computer, Inc. senior corporate VP of engineering Xiao Jin reported routine equity compensation activity involving restricted stock units and related tax withholding. On May 10, 2026, Jin exercised restricted stock units that delivered 4,098 and 1,970 shares of common stock, classified as derivative exercises. In connection with the net settlement of vested units, the company withheld 1,471 and 707 shares at $35.37 per share to satisfy tax obligations; the filing states these are not market transactions and are exempt under Rule 16b-3(e). After these transactions, Jin directly held 187,476 shares of common stock and indirectly held 53 shares through a spouse, and continued to hold restricted stock units that vest over time, subject to continued service.

Insights

Equity compensation and insider-trading analyst

Routine RSU vesting with tax withholding; no open-market trades reported.

The filing shows Xiao Jin converting restricted stock units into common shares and having a portion of those shares withheld to cover tax liabilities. Codes M and F indicate derivative exercises and tax-withholding dispositions rather than open-market buying or selling.

The transactions include 6,068 shares from RSU exercises and 2,178 shares withheld at $35.37 to satisfy taxes. Following these events, Jin directly holds 187,476 common shares plus indirect holdings via a spouse, along with remaining RSUs that vest over time. Overall, this looks like standard compensation-related activity with neutral informational value for investors.

Insider Trade Summary

6,068 shares exercised/converted

Mixed 7 txns

Insider Xiao Jin

Role Sr. Corporate VP, Engineering

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,970	$0.00	--
Exercise	Restricted Stock Units	4,098	$0.00	--
Exercise	Common Stock	1,970	$0.00	--
Tax Withholding	Common Stock	707	$35.37	$25K
Exercise	Common Stock	4,098	$0.00	--
Tax Withholding	Common Stock	1,471	$35.37	$52K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 7,880 shares (Direct, null); Common Stock — 188,183 shares (Direct, null); Common Stock — 53 shares (Indirect, By Spouse)

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 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 at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock. Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2026 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Key Figures

RSU exercise shares: 4,098 shares Additional RSU exercise shares: 1,970 shares Tax withholding shares: 1,471 shares +5 more

8 metrics

RSU exercise shares 4,098 shares Common stock from RSU exercise on May 10, 2026

Additional RSU exercise shares 1,970 shares Common stock from second RSU exercise on May 10, 2026

Tax withholding shares 1,471 shares Shares withheld at $35.37 for tax obligations

Additional tax withholding shares 707 shares Shares withheld at $35.37 for tax obligations

Direct common stock holdings 187,476 shares Shares of SMCI common stock held directly after transactions

Indirect common stock holdings 53 shares Common stock held indirectly by spouse

Total RSU exercises 6,068 shares ExerciseShares in transaction summary for derivative exercises

Total tax-withholding shares 2,178 shares TaxWithholdingShares in transaction summary

Key Terms

Restricted Stock Units, tax withholding, net settlement, Section 16(b) of the Securities Exchange Act of 1934, +2 more

6 terms

Restricted Stock Units financial

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

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.

tax withholding financial

"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.

net settlement financial

"in connection with the net settlement of vested restricted stock units and not a market transaction"

Section 16(b) of the Securities Exchange Act of 1934 regulatory

"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934"

Rule 16b-3(e) regulatory

"pursuant to Rule 16b-3(e) promulgated under the Act"

continued service financial

"Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest"

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^*

Xiao Jin

(Last) (First) (Middle)

980 ROCK AVE

(Street)

SAN JOSE CALIFORNIA 95131

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Sr. Corporate VP, Engineering

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026

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

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

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

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	05/10/2026		M		1,970	A	(1)	188,183	D
Common Stock	05/10/2026		F(2)		707	D	$35.37	187,476	D
Common Stock	05/10/2026		M		4,098	A	(1)	191,574	D
Common Stock	05/10/2026		F(2)		1,471	D	$35.37	190,103	D
Common Stock								53	I	By 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)	05/10/2026		M			1,970	(3)	(3)	Common Stock	1,970	$0	7,880	D
Restricted Stock Units	(1)	05/10/2026		M			4,098	(4)	(4)	Common Stock	4,098	$0	12,294	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 at the rate of 25% of the total number of units on May 10, 2024 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

4. Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2026 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ Jin Xiao	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did SMCI executive Xiao Jin report on this Form 4?

Xiao Jin reported RSU exercises and related tax withholding. The filing shows derivative exercises converting restricted stock units into SMCI common stock, and share dispositions classified as tax withholding to cover obligations, rather than open-market sales, as described in the transaction codes and footnotes.

How many SMCI shares were involved in Xiao Jin’s RSU exercises and tax withholding?

RSU exercises totaled 6,068 shares; tax withholding used 2,178 shares. The transactions include exercises of 4,098 and 1,970 shares, with 1,471 and 707 shares withheld at $35.37 per share to satisfy tax and remittance obligations.

What are Xiao Jin’s SMCI share holdings after the reported transactions?

After the transactions, Xiao Jin holds 187,476 SMCI shares directly. The filing also reports 53 shares held indirectly through a spouse, plus remaining restricted stock units that continue to vest over time, providing additional contingent equity exposure.

Were Xiao Jin’s SMCI share dispositions open-market sales or tax withholding?

The dispositions were for tax withholding, not market trades. Footnotes explain SMCI withheld shares to satisfy tax obligations from net settlement of vested RSUs, and that these transactions are exempt under Rule 16b-3(e) rather than being open-market sales.

How do Xiao Jin’s restricted stock units in SMCI vest over time?

The RSUs vest in quarterly installments tied to service. One grant vests 25% on May 10, 2024, then 1/16 each quarter; another vests 25% on May 10, 2026, then 1/16 quarterly, with vested units settled in SMCI common stock.

Does this SMCI Form 4 show any planned trading strategy by Xiao Jin?

The filing describes compensation-related RSU activity, not a trading plan. It details RSU vesting, exercises, and tax-withholding dispositions. There is no reference in the provided footnotes to a Rule 10b5-1 trading plan or other pre-arranged sale program.