Super Micro (NASDAQ: SMCI) director reports RSU exercises and tax share withholdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Super Micro Computer, Inc. director and 10% owner Liu Liang Chiu-Chu Sara reported routine equity award activity involving restricted stock units (RSUs) on Common Stock. On May 10, 2026, she exercised RSUs to acquire 4,098 and 2,120 shares of Common Stock, for a total of 6,218 shares.
To cover tax obligations on vested RSUs, 2,211 and 1,144 shares of Common Stock were withheld at a price of $35.37 per share, which the footnotes state is not a market transaction and is exempt under Rule 16b-3(e). After these transactions, she directly held 632,900 shares of Common Stock.
The filing also reports substantial indirect holdings, including 25,672,520 shares held by a joint account with her spouse and 40,426,120 shares held by her spouse, in addition to the direct position.
Positive
- None.
Negative
- None.
Insider Trade Summary
6,218 shares exercised/converted
Mixed
8 txns
Insider
Liu Liang Chiu-Chu Sara
Role
null
| 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 (Direct, null);
Common Stock — 632,900 shares (Direct, null);
Common Stock — 40,426,120 shares (Indirect, By Spouse)
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 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 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.
Key Figures
RSU shares converted: 6,218 shares
Shares withheld for taxes: 3,355 shares
Tax withholding price: $35.37 per share
+4 more
7 metrics
RSU shares converted
6,218 shares
4098 and 2120 RSUs exercised into Common Stock on May 10, 2026
Shares withheld for taxes
3,355 shares
2,211 and 1,144 shares withheld at $35.37 to cover tax obligations
Tax withholding price
$35.37 per share
Price used for 2,211 and 1,144 share tax-withholding dispositions
Direct Common Stock holdings
632,900 shares
Total directly held SMCI Common Stock after reported transactions
Joint account indirect holdings
25,672,520 shares
Common Stock held by joint account with spouse, reported as indirect
Spouse indirect holdings
40,426,120 shares
Common Stock held by spouse, reported as indirect ownership
Tax-withholding share total (summary)
3,355 shares
transactionSummary taxWithholdingShares for F-code dispositions
Key Terms
Restricted Stock Units, tax withholding, Section 16(b), 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.
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.
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
"exempt from Section 16(b)... 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 at the rate of 25%"
FAQ
What did SMCI insider Liu Liang Chiu-Chu Sara report in this Form 4?
She reported routine equity award activity involving restricted stock units. RSUs were exercised into Common Stock, and some resulting shares were withheld to satisfy tax obligations, with remaining shares added to her direct holdings at Super Micro Computer, Inc.
Were any of the SMCI transactions in this Form 4 open-market buys or sells?
No open-market purchases or sales are reported. The transactions consist of RSU exercises coded "M" and tax-withholding dispositions coded "F," which the footnotes clarify are for tax and settlement purposes rather than discretionary market trades.