Super Micro Computer (SMCI) SVP receives RSUs, options and settles tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Super Micro Computer SVP Don W. Clegg reported compensation-related equity activity. On May 8, 2026, he received grants of 5,598 Restricted Stock Units and 12,440 employee stock options with a $35.37 exercise price, each vesting over time subject to continued service. On May 10, 2026, he exercised previously granted RSUs into 2,310 common shares, and 829 shares were withheld by the company to cover tax obligations, which the footnotes state are not market transactions.

Insider Trade Summary

2,310 shares exercised/converted

Mixed 8 txns

Insider CLEGG DON W

Role SVP, Worldwide Sales

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,020	$0.00	--
Exercise	Restricted Stock Units	1,290	$0.00	--
Exercise	Common Stock	1,020	$0.00	--
Tax Withholding	Common Stock	366	$35.37	$13K
Exercise	Common Stock	1,290	$0.00	--
Tax Withholding	Common Stock	463	$35.37	$16K
Grant/Award	Employee Stock Option (right to buy)	12,440	$0.00	--
Grant/Award	Restricted Stock Units	5,598	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 50,079 shares (Direct, null); Employee Stock Option (right to buy) — 12,440 shares (Direct, null)

Footnotes (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 total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date on May 8, 2027, and 1/16th at the end of each successive calendar quarter thereafter. 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, 2027 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, 2023 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, 2025 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Key Figures

RSUs granted: 5,598 units Options granted: 12,440 options Option exercise price: $35.37/share +3 more

6 metrics

RSUs granted 5,598 units Restricted Stock Units awarded on May 8, 2026

Options granted 12,440 options Employee stock options awarded on May 8, 2026

Option exercise price $35.37/share Conversion or exercise price of new options

RSUs exercised 2,310 shares Derivative exercises (M code) into common stock on May 10, 2026

Tax withholding shares 829 shares Shares withheld to satisfy tax obligations on May 10, 2026

Option expiration May 8, 2036 Expiration date for 12,440 employee stock options

Key Terms

Restricted Stock Units, Employee Stock Option, Section 16(b) of the Securities Exchange Act of 1934, Rule 16b-3(e), +1 more

5 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.

Employee Stock Option financial

"Employee Stock Option (right to buy) with an exercise price of 35.3700 and expiration date of 2036-05-08."

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

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

"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(e)."

Rule 16b-3(e) regulatory

"Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(e) promulgated under the Act."

vesting commencement date financial

"The total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th on the first anniversary of the vesting commencement date on May 8, 2027."

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:18 PM

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^*

CLEGG DON W

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Worldwide Sales

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/10/2026		M		1,020	A	⁽¹⁾	50,079	D
Common Stock	05/10/2026		F⁽²⁾		366	D	$35.37	49,713	D
Common Stock	05/10/2026		M		1,290	A	⁽¹⁾	51,003	D
Common Stock	05/10/2026		F⁽²⁾		463	D	$35.37	50,540	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$35.37	05/08/2026		A		12,440		⁽³⁾	05/08/2036	Common Stock	12,440	$0	12,440	D
Restricted Stock Units	⁽¹⁾	05/08/2026		A		5,598		⁽⁴⁾	⁽⁴⁾	Common Stock	5,598	$0	5,598	D
Restricted Stock Units	⁽¹⁾	05/10/2026		M			1,020	⁽⁵⁾	⁽⁵⁾	Common Stock	1,020	$0	0	D
Restricted Stock Units	⁽¹⁾	05/10/2026		M			1,290	⁽⁶⁾	⁽⁶⁾	Common Stock	1,290	$0	10,300	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 total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date on May 8, 2027, and 1/16th at the end of each successive calendar quarter thereafter.

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, 2027 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

5. 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, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

6. 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, 2025 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did SMCI executive Don W. Clegg report in this Form 4?

Don W. Clegg reported new equity compensation and related settlements. He received grants of restricted stock units and employee stock options, then exercised previously granted RSUs into common shares, with part of the shares withheld by Super Micro Computer to satisfy associated tax obligations.

How many RSUs did SMCI grant to Don W. Clegg in this filing?

Super Micro Computer granted Don W. Clegg 5,598 Restricted Stock Units. According to the footnotes, these RSUs vest 25% on May 10, 2027, with the remaining units vesting in equal quarterly installments thereafter, contingent on his continued service, and settle in shares of SMCI common stock.

What stock options were granted to Don W. Clegg by SMCI?

Clegg was granted 12,440 employee stock options with a conversion or exercise price of $35.37 per share. Vesting starts May 8, 2027, with 25% on the first anniversary and the rest quarterly, and the options expire on May 8, 2036, subject to continued service.

Did Don W. Clegg sell SMCI shares on the open market in this Form 4?

The filing shows no open-market sales. Instead, 829 shares of SMCI common stock were withheld by the company to cover tax withholding and remittance obligations for vested RSUs, which the footnotes explicitly describe as not a market transaction under Rule 16b-3(e).

How many SMCI shares did Don W. Clegg acquire through RSU exercises?

Clegg exercised previously granted Restricted Stock Units into 2,310 shares of SMCI common stock. This total comes from two derivative exercises reported in the transaction summary, reflecting compensation vesting rather than an open-market stock purchase decision.

How do the new SMCI equity awards to Don W. Clegg vest over time?

Both the new RSUs and options vest over multiple years. Each awards 25% after one year from the specified commencement dates, then 1/16th of the total at the end of each successive calendar quarter, conditioned on Clegg’s continued service with Super Micro Computer.