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Super Micro (SMCI) CEO logs RSU vesting, large direct and joint holdings

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

Rhea-AI Filing Summary

Super Micro Computer, Inc. President and CEO Charles Liang reported routine equity compensation activity and updated holdings. On May 10, 2026, his spouse’s restricted stock units converted into 6,218 shares of common stock, and 3,355 shares were withheld at $35.37 per share to cover tax obligations, which the company notes was not a market transaction.

Following these events, Liang reports 40,426,120 shares of common stock held directly and 25,672,520 shares held through a joint account with his spouse. Indirect holdings through his spouse also include several hundred thousand shares of common stock and remaining restricted stock units that continue to vest over time.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with shares withheld for taxes; no open-market trades.

The filing shows Charles Liang reporting his spouse’s restricted stock units converting into 6,218 shares of Super Micro common stock, with 3,355 shares withheld at $35.37 to satisfy tax obligations. Footnotes clarify these are compensation-related and exempt under Rule 16b-3(e).

No open-market purchases or sales are reported, and the company CEO continues to hold very large direct and joint positions in common stock. From an investor perspective, this appears to be standard equity compensation vesting and tax withholding, not a directional bet on the stock.

Insider Liang Charles
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 2,120 $0.00 --
Exercise Restricted Stock Units 4,098 $0.00 --
Exercise Common Stock 2,120 $0.00 --
Tax Withholding Common Stock 1,144 $35.37 $40K
Exercise Common Stock 4,098 $0.00 --
Tax Withholding Common Stock 2,211 $35.37 $78K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 8,450 shares (Indirect, By Spouse); Common Stock — 632,900 shares (Indirect, By Spouse); Common Stock — 40,426,120 shares (Direct, null)
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. 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, 2026 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.
RSUs converted to common stock 6,218 shares Spouse’s restricted stock units settled into SMCI common stock on May 10, 2026
Shares withheld for taxes 3,355 shares at $35.37/share Tax withholding on vested RSUs, not an open-market sale
Direct common stock holdings 40,426,120 shares Shares of SMCI common stock held directly after reported transactions
Joint account holdings 25,672,520 shares SMCI common stock held via joint account with spouse
Indirect spouse holdings post-F transaction 633,643 shares Total shares following one tax-withholding disposition entry labeled By Spouse
Remaining RSU balance (lot 1) 12,294 units Restricted stock units held indirectly through spouse after one M transaction
Remaining RSU balance (lot 2) 8,450 units Restricted stock units held indirectly through spouse after another M transaction
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
"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.
net settlement financial
"…obligations in connection with the net settlement of vested restricted stock units and not a market transaction."
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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/10/2026M2,120A(1)632,900IBy Spouse
Common Stock05/10/2026F(2)1,144D$35.37631,756IBy Spouse
Common Stock05/10/2026M4,098A(1)635,854IBy Spouse
Common Stock05/10/2026F(2)2,211D$35.37633,643IBy Spouse
Common Stock40,426,120D
Common Stock25,672,520IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/10/2026M2,120 (3) (3)Common Stock2,120$08,450IBy Spouse
Restricted Stock Units(1)05/10/2026M4,098 (4) (4)Common Stock4,098$012,294IBy 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.
4. 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, 2026 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-Fact05/12/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SMCI CEO Charles Liang report in this Form 4?

Charles Liang reported routine equity compensation activity, not market trades. His spouse’s restricted stock units converted into 6,218 shares of SMCI common stock, and 3,355 shares were withheld at $35.37 per share to cover tax obligations related to the vesting.

Did Charles Liang buy or sell SMCI shares on the open market in this filing?

No open-market buys or sells are reported. The filing shows derivative exercises and tax-withholding dispositions, where 3,355 shares were withheld by SMCI to satisfy tax liabilities. Footnotes state this withholding is not a market transaction and is exempt under Rule 16b-3(e).

How many SMCI shares does Charles Liang hold directly after these transactions?

After the reported transactions, Charles Liang reports holding 40,426,120 shares of SMCI common stock directly. This figure reflects his direct ownership and is separate from his significant indirect holdings through a joint account with his spouse and her individual holdings.

What are Charles Liang’s indirect SMCI holdings through his spouse and joint accounts?

Liang reports 25,672,520 shares held through a joint account with his spouse. Additional indirect holdings labeled “By Spouse” include several hundred thousand common shares and restricted stock units that continue to vest and settle into SMCI common stock over time under established schedules.

What does the tax withholding of SMCI shares in this Form 4 mean for investors?

The 3,355 SMCI shares withheld at $35.37 per share reflect taxes on vested restricted stock units, not a discretionary sale. Such tax-withholding dispositions are a common, mechanical part of equity compensation and generally carry limited information about management’s view of the stock.