[Form 4] Super Micro Computer, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Liang Charles, identified as a director, 10% owner and President & CEO of Super Micro Computer, Inc. (SMCI), reported changes in beneficial ownership on Form 4. The filing records a reported disposition of 40,426,120 shares and an indirect beneficial holding of 25,677,520 shares via a joint account with a spouse. It also shows awards to the reporting person’s spouse including 16,392 restricted stock units (RSUs) acquired and 2,110 RSUs reported, plus an employee stock option for 36,428 shares with an exercise price of $49.06 and an expiration date of 08/08/2030. The filing discloses that 1,137 shares were withheld to satisfy tax withholding at $44.60 and were not market sales. RSU and option vesting schedules are tied to continued service, with staged vesting dates and quarterly vesting thereafter.

Positive

• Grants of equity awards: 16,392 RSUs and 2,110 RSUs awarded to the reporting person’s spouse, and an employee stock option for 36,428 shares at $49.06, with vesting tied to continued service.
• Tax withholding clarified: 1,137 shares were withheld to satisfy tax obligations at $44.60 and explicitly noted as not a market sale.

Negative

• Large reported disposition: the Form 4 lists a disposal of 40,426,120 common shares, which is material given the reporting person’s status as a 10% owner and director.
• Concentrated indirect holdings: the filing reports 25,677,520 shares held indirectly via a joint account with spouse, affecting control and voting concentration.

Insights

Financial Analyst

TL;DR: A sizable insider disposition (40.4M shares) coincides with RSU and option grants; material for ownership and potential liquidity impact.

The filing shows a reported disposal of 40,426,120 common shares while also documenting compensation-related awards: 16,392 RSUs, 2,110 RSUs, and an option for 36,428 shares at $49.06. The tax-withholding of 1,137 shares at $44.60 is explicitly a non-market transaction. For investors, a disposal of this magnitude by a 10% owner materially alters concentrated ownership metrics and could affect voting power and perceived insider sentiment; the concurrent multi-year vesting schedules suggest ongoing alignment of equity-based compensation with service.

Corporate Governance Expert

TL;DR: Large reported disposition by a 10% owner plus spouse-held indirect interests and structured vesting raises governance and ownership concentration questions.

The Form 4 documents significant indirect holdings and awards to the reporting person’s spouse and a reported disposition of 40,426,120 shares. RSUs and an option are subject to explicit vesting contingent on continued service, with specific vesting schedules cited. The report also clarifies that 1,137 shares were withheld for taxes rather than sold. From a governance perspective, the interplay of direct disposals and extensive indirect holdings through a spouse, together with sizeable equity awards, is material to control and alignment analyses and warrants attention from investors and proxy advisors.

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^*

Liang Charles

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/10/2025		M		2,110	A	(1)	604,794	I	By Spouse
Common Stock	08/10/2025		F(2)		1,137(2)	D	$44.6	603,657	I	By Spouse
Common Stock								40,426,120	D
Common Stock								25,677,520	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/10/2025		M			2,110	(3)	(3)	Common Stock	2,110	$0	14,790	I	By Spouse
Restricted Stock Units	(1)	08/08/2025		A		16,392		(4)	(4)	Common Stock	16,392	$0	16,392	I	By Spouse
Employee Stock Option (right to buy)	$49.06	08/08/2025		A		36,428		(5)	08/08/2030	Common Stock	36,428	$0	36,428	I	By 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 the Issuer, 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 the Issuer, 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.

5. Subject to the Reporting Person's spouse's continued service to the Issuer, 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 9, 2026, and 1/16th at the end of each successive calendar quarter thereafter.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	08/12/2025
	** 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 transactions did the SMCI Form 4 report for Liang Charles?

The filing reports a reported disposition of 40,426,120 common shares and various equity awards to the reporting person’s spouse, including 16,392 RSUs, 2,110 RSUs, and an option for 36,428 shares at $49.06.

Were any shares withheld for taxes according to the SMCI Form 4?

Yes. The filing states that 1,137 shares were withheld to satisfy tax withholding and remittance obligations at $44.60, and this was not a market transaction.

What vesting terms are disclosed for the RSUs and options on the Form 4?

RSUs vest in staged installments (including 25% at a specified date and 1/16th each successive calendar quarter thereafter). The option vests 1/4 on the first anniversary of the vesting commencement and 1/16th each subsequent quarter.

How much indirect ownership via spouse or joint accounts is reported for SMCI?

The filing reports indirect beneficial ownership figures including amounts listed as 25,677,520 shares via a joint account with spouse and other indirect holdings shown around 603,657–604,794 in certain lines.

What is the exercise price and expiration for the reported option in the SMCI Form 4?

The employee stock option has an exercise price of $49.06 and an expiration date of 08/08/2030, covering 36,428 underlying shares.