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

Rhea-AI Filing Summary

Insider transaction at Super Micro Computer, Inc. (SMCI): Don W. Clegg, SVP Worldwide Sales and a company officer, reported transactions dated 08/26/2025. He disposed of 42,579 shares of SMCI common stock and received a grant of 2,919 restricted stock units (RSUs) that convert one-for-one into common shares. The RSUs carry a $0 purchase price, vest in four equal annual installments beginning July 1, 2026, subject to continued service, and vested units are settled in shares. The form is signed via attorney-in-fact on 08/28/2025.

Positive

• Grant of 2,919 RSUs that vest in four equal annual installments beginning July 1, 2026, providing future alignment with shareholders
• RSUs settled in shares with a $0 price, indicating stock-based compensation rather than cash deliverable

Negative

• Disposition of 42,579 common shares by the reporting officer on 08/26/2025, representing a meaningful sale volume
• Form lacks post-transaction total share ownership, so investors cannot determine net change in holdings from this filing alone

Insights

Corporate Governance Expert

TL;DR: Officer sold a sizable block of shares while receiving time‑vesting RSUs as retention compensation.

The reported sale of 42,579 common shares is a clear disposition by an officer, and the simultaneous grant of 2,919 RSUs aligns with typical retention and alignment practices. The RSUs vest annually over four years beginning July 1, 2026, tying future value to continued service and stock performance. This pattern suggests routine compensation and liquidity management rather than a governance red flag; no additional governance issues are disclosed in the filing.

Compensation Analyst

TL;DR: Grant structure is standard: modest RSUs with multi‑year vesting; concurrent share disposition provides officer liquidity.

The RSU award of 2,919 units at $0 exercise price vests in four equal annual tranches, which is a conventional retention mechanism. The disposal of 42,579 shares provides immediate liquidity for the reporting person but does not alter the future incentive alignment created by the RSUs. The filing gives no indication of accelerated vesting, performance conditions, or changes to compensation policy.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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								42,579	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/26/2025		A		2,919		(2)	(2)	Common Stock	2,919	$0	2,919	D

Explanation of Responses:

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

2. Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2026. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	08/28/2025
	** 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 did Don W. Clegg report on Form 4 for SMCI?

He reported a disposition of 42,579 SMCI common shares and a grant of 2,919 restricted stock units on 08/26/2025.

When do the 2,919 RSUs awarded to Don W. Clegg vest?

They vest in four equal annual increments on July 1 of each year beginning July 1, 2026, subject to continued service.

What is the cost to exercise the RSUs awarded to the officer?

The RSUs have a $0 price and each unit represents a contingent right to one share of SMCI common stock.

Does the Form 4 state total shares owned after the transactions?

No. The filing shows the transactions but does not provide a clear post-transaction total beneficial ownership figure.

When was the Form 4 signed and filed?

The form includes a signature by attorney-in-fact dated 08/28/2025 and transactions are dated 08/26/2025.