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

Rhea-AI Filing Summary

Reporting person: Liu Liang Chiu-Chu Sara, a director and >10% owner of Super Micro Computer, Inc. (SMCI), reported transactions on 08/26/2025. The filing shows a sale of 603,657 shares of common stock, leaving 40,426,120 shares beneficially owned indirectly by spouse and 25,677,520 shares held indirectly in a joint account with spouse.

The filing also reports acquisition of 1,094 restricted stock units that vest in four equal annual increments beginning 07/01/2026 and a reportable creation of a derivative security following certification that the revenue goal for the fifth tranche of a performance option award was met, producing a 1,000,000 share tranche that will be exercisable only if the applicable $110 stock-price goal is later certified.

Positive

• Retention-linked compensation: 1,094 restricted stock units vesting annually support executive alignment with long-term performance
• Performance-based incentives: Certification of the revenue goal for a 1,000,000-share tranche demonstrates achievement of a material operating target

Negative

• Insider sale: Disposition of 603,657 shares by the reporting person reduces direct ownership and represents a material liquidity event
• Concentrated indirect ownership: The reporting person still beneficially owns large positions indirectly (40,426,120 and 25,677,520 shares), indicating concentration risk for insider-held stock

Insights

Securities Analyst

TL;DR: Insider sold 603,657 shares while additional equity awards and a contingent performance option tranche were recorded for the reporting person and spouse.

The 603,657-share disposition is a clear liquidity event by the reporting person and reduces direct holdings but leaves substantial indirect ownership through the spouse and joint account, indicating retained concentrated exposure to SMCI. The 1,094 RSUs are time-based and vest annually starting July 1, 2026, representing routine compensation. The certified revenue achievement for the fifth tranche of the spouses performance option creates a reportable derivative right to up to 1,000,000 shares that remains contingent on meeting a $110 stock-price certification before exercisability; this maintains potential future dilution but is not presently exercisable.

Corporate Governance Expert

TL;DR: Transaction mix is routine: a share sale, standard RSUs, and a performance-based option tranche certified on revenue but still conditional on stock-price targets.

The reporting shows standard executive compensation mechanics and an insider liquidity action. The RSU vesting schedule ties retention to continued service, while the spouses performance option reflects long-term incentive design with dual revenue and stock-price gating; certification of the revenue metric triggers reporting but does not grant immediate exercised shares until the $110 stock-price condition is certified. From a governance standpoint, these filings disclose concentrated family ownership and customary incentive structures rather than governance irregularities.

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^*

Liu Liang Chiu-Chu Sara

(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
	Officer (give title below)		Other (specify below)

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								603,657	D
Common Stock								40,426,120	I	By Spouse
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)	08/26/2025		A		1,094		(2)	(2)	Common Stock	1,094	$0	1,094	D
Employee Stock Option (right to buy)	$45	08/26/2025		A		1,000,000		(3)	11/14/2033	Common Stock	1,000,000	$0	5,000,000	I	By Spouse

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.

3. On November 14, 2023, the Reporting Person's spouse was granted a performance-based stock option award to purchase up to 5,000,000 shares of common stock (the "Award") if and to the extent the five equal tranches of the Award are earned based on the achievement of certain absolute revenue and stock price goals. On August 26, 2025, achievement of the revenue goal for the fifth tranche of 1,000,000 shares under the Award was certified, which resulted in the creation of a reportable derivative security under Section 16. This fifth tranche will be earned and exercisable only if and when the applicable $110 stock price goal achievement is certified.

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 the Form 4 filed for SMCI on 08/26/2025 disclose?

It disclosed a sale of 603,657 shares by Liu Liang Chiu-Chu Sara, acquisition of 1,094 restricted stock units, and creation of a reportable performance option tranche of 1,000,000 shares following certification of a revenue goal.

Are the newly reported performance options exercisable now?

No. The 1,000,000-share tranche was created after revenue certification but remains conditional and will be exercisable only if the applicable $110 stock-price goal is later certified.

When do the restricted stock units vest?

The 1,094 RSUs vest in four equal annual increments on July 1 of each year beginning 07/01/2026, subject to continued service, with vested units settled in shares.

How much beneficial ownership remains after the reported transactions?

The filing reports 40,426,120 shares beneficially owned indirectly by spouse and 25,677,520 shares indirectly via a joint account with spouse; these figures reflect the indirect holdings disclosed.

Who signed the Form 4 on behalf of the reporting person?

The form was signed by David E Weigand, Attorney-In-Fact on 08/28/2025.