SMCI (SMCI) director Liaw reports RSU vesting, tax share withholding and large trust holdings

Rhea-AI Filing Summary

Super Micro Computer, Inc. director Liaw Yih-Shyan Wally reported multiple equity transactions on February 10, 2026 tied to restricted stock units (RSUs). Several RSU awards converted into common stock in tranches of 4,380, 4,370, and 848 shares, each at an exercise price of $0.

To cover tax withholding on these RSU vestings, the company withheld 1,804, 1,575, and 305 shares of common stock at $33.33 per share, which the filing states was not a market transaction. After these moves, Liaw directly holds 92,312 SMCI common shares, plus RSU balances of 8,750, 13,130, and 9,337 units that settle in stock as they vest.

The filing also shows an additional 15,184,220 SMCI shares held indirectly through the Liaw Family Trust, a trust for his children where Liaw and his spouse serve as trustees.

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

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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^*

Liaw Yih-Shyan Wally

(Last) (First) (Middle)

980 ROCK AVE.

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M		4,380	A	(1)	90,778	D
Common Stock	02/10/2026		F(2)		1,804(2)	D	$33.33	88,974	D
Common Stock	02/10/2026		M		4,370	A	(1)	93,344	D
Common Stock	02/10/2026		F(2)		1,575(2)	D	$33.33	91,769	D
Common Stock	02/10/2026		M		848	A	(1)	92,617	D
Common Stock	02/10/2026		F(2)		305(2)	D	$33.33	92,312	D
Common Stock								15,184,220	I	By Liaw Family Trust(3)

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)	02/10/2026		M			4,380	(4)	(4)	Common Stock	4,380	$0	8,750	D
Restricted Stock Units	(1)	02/10/2026		M			4,370	(5)	(5)	Common Stock	4,370	$0	13,130	D
Restricted Stock Units	(1)	02/10/2026		M			848	(6)	(6)	Common Stock	848	$0	9,337	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. These shares are held in a trust for the benefit of the Reporting Person's children. The reporting person and his spouse, Shiow-Meei S. Liaw, are the trustees of the trust.

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 August 10, 2023 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 November 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 November 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/ Liaw Yih-Shyan Wally	02/12/2026
	** 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.
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FAQ

What insider transaction did SMCI director Liaw Yih-Shyan Wally report?

He reported RSU-related equity transactions on February 10, 2026. Several restricted stock unit awards converted into common stock, and part of the resulting shares was withheld by Super Micro Computer, Inc. to satisfy tax obligations connected to the vesting, rather than being sold in the market.

How many SMCI shares did Wally Liaw acquire through RSU conversions?

He acquired common stock through RSU conversions in tranches of 4,380, 4,370, and 848 shares. These arose from vested restricted stock units that settle one-for-one into SMCI common stock, according to the filing’s explanation of the RSU structure and vesting terms.

Were any of Wally Liaw’s SMCI share disposals open-market sales?

No, the filing states the disposals were tax withholdings. Super Micro Computer, Inc. withheld 1,804, 1,575, and 305 shares at $33.33 per share to satisfy tax and remittance obligations from RSU vesting, and it explicitly notes these were not market transactions.

How many SMCI shares does Wally Liaw directly own after these transactions?

After the reported transactions, he directly owns 92,312 shares of SMCI common stock. In addition, he holds RSU balances of 8,750, 13,130, and 9,337 restricted stock units, which are scheduled to settle in common shares as they continue to vest over time.

What is the Liaw Family Trust’s SMCI shareholding and how is it related to Wally Liaw?

The Liaw Family Trust holds 15,184,220 SMCI shares as an indirect holding. The trust is for the benefit of his children, and the filing notes that Wally Liaw and his spouse, Shiow-Meei S. Liaw, serve as trustees overseeing this large indirect ownership position.

How do the SMCI restricted stock units held by Wally Liaw vest over time?

The filing explains that different RSU grants vest 25% on specified initial dates, then 1/16th each calendar quarter. For example, grants vesting from August 10, 2023, November 10, 2023, and November 10, 2025 continue to vest quarterly, with vested units settled in SMCI common stock.