SMCI (NASDAQ: SMCI) accounting chief exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

Super Micro Computer executive Kenneth Cheung, SVP and Chief Accounting Officer, exercised equity awards that converted 1,250 restricted stock units into the same number of SMCI common shares on February 10, 2026. To cover tax obligations on this vesting, 515 common shares were withheld by the company at $33.33 per share, rather than sold in the market.

After these transactions, Cheung directly holds 57,207 shares of SMCI common stock and 7,500 restricted stock units, reflecting routine compensation-related activity rather than an open-market purchase or sale.

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^*

Cheung Kenneth

(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, Chief Accounting Officer

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		1,250	A	(1)	57,722	D
Common Stock	02/10/2026		F(2)		515(2)	D	$33.33	57,207	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)	02/10/2026		M			1,250	(3)	(3)	Common Stock	1,250	$0	7,500	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. 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, 2024 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ Kenneth Cheung	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.
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 insider transaction did SMCI executive Kenneth Cheung report on this Form 4?

Kenneth Cheung reported exercising 1,250 restricted stock units into 1,250 SMCI common shares. In the same event, shares were withheld to satisfy taxes, and his resulting stock and RSU holdings were updated to reflect this compensation-related transaction.

How many SMCI shares did Kenneth Cheung receive and how many were withheld for taxes?

Cheung received 1,250 SMCI common shares from vested restricted stock units. Of these, 515 shares were withheld by Super Micro Computer to satisfy tax withholding and remittance obligations, according to the filing’s explanatory footnote describing the net settlement structure.

Was Kenneth Cheung’s SMCI Form 4 transaction a market purchase or sale of shares?

The filing shows no open-market purchase or sale. Instead, 1,250 shares came from RSU vesting and 515 shares were withheld by SMCI for taxes. The footnote states this withholding is not a market transaction and is exempt under Rule 16b-3(e).

What are Kenneth Cheung’s SMCI share and RSU holdings after the reported transactions?

Following the transactions, Cheung directly holds 57,207 shares of SMCI common stock. He also beneficially owns 7,500 restricted stock units, each representing a contingent right to receive one SMCI share upon vesting and settlement, as described in the filing footnotes.

How do Kenneth Cheung’s SMCI restricted stock units vest over time?

The RSUs vest 25% of the total units on August 10, 2024, then 1/16 of the total at the end of each following calendar quarter. Vesting is subject to Cheung’s continued service with Super Micro Computer, and vested units settle in SMCI common shares.

What do the transaction codes M and F mean in Kenneth Cheung’s SMCI Form 4?

Code M reflects the exercise or conversion of a derivative security, here RSUs converting into 1,250 common shares. Code F indicates shares withheld to pay tax liabilities, with 515 SMCI shares retained by the company to satisfy withholding instead of a cash tax payment.