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

Filing Impact
(Low)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

Don W. Clegg, SVP Worldwide Sales, reported equity transactions in Super Micro Computer, Inc. (SMCI) on 08/10/2025. Restricted stock units representing a total of 2,300 shares vested in two tranches of 1,020 and 1,280 units. To satisfy tax withholding obligations the company withheld 518 and 650 shares at $44.60 per share (1,168 shares withheld in total). The filing lists beneficial common stock balances in the low 42,000s after the transactions (reported values range approximately 41,949 to 43,229). Table II shows contingent rights to receive additional shares via RSUs, with post-transaction derivative/RSU balances reported as 3,060 and 14,170. The RSUs vest under service-based schedules with an initial 25% vesting event and subsequent quarterly vesting of 1/16th.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Routine executive RSU vesting and tax-withholding; no material change to ownership structure.

The Form 4 discloses vesting of restricted stock units totaling 2,300 shares and the withholding of 1,168 shares to satisfy tax obligations at $44.60 per share. These are compensation-related events, not open-market purchases or sales, and therefore are typically non-material for valuation absent unusually large sizes relative to outstanding shares. The filing also confirms remaining RSU/derivative positions (3,060 and 14,170 units) and documents standard service-based vesting schedules, which points to ongoing equity-based compensation rather than opportunistic trading.

TL;DR: Compensation-driven transactions consistent with standard vesting schedules and internal tax withholding practices.

This disclosure shows the company following internal procedures to net-settle vested RSUs for an officer. The presence of two separate vesting schedules (initial 25% cliff events and subsequent 1/16th quarterly vesting) is explicitly stated and aligns with common retention-focused equity plans. No departures, grants that alter control, or unusual transfers are reported, so governance implications are limited to routine executive compensation administration.

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)
08/10/2025
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 08/10/2025 M 1,020 A (1) 42,467 D
Common Stock 08/10/2025 F(2) 518(2) D $44.6 41,949 D
Common Stock 08/10/2025 M 1,280 A (1) 43,229 D
Common Stock 08/10/2025 F(2) 650(2) D $44.6 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) 08/10/2025 M 1,020 (3) (3) Common Stock 1,020 $0 3,060 D
Restricted Stock Units (1) 08/10/2025 M 1,280 (4) (4) Common Stock 1,280 $0 14,170 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 the Issuer, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
4. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest at the rate of 25% of the total number of units on May 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/ David E Weigand, Attorney-In-Fact 08/12/2025
** 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 transactions did Don W. Clegg report on the SMCI Form 4?

The filing reports vesting of restricted stock units totaling 2,300 shares (1,020 and 1,280 units) on 08/10/2025 and withholding of 1,168 shares for taxes (518 and 650).

How many shares were withheld and at what price in the SMCI insider filing?

SMCI withheld a total of 1,168 shares to satisfy tax withholding, recorded at $44.60 per share.

What is Don Clegg's beneficial ownership after the reported SMCI transactions?

The Form 4 lists reported beneficial common stock balances in the range of approximately 41,949 to 43,229 shares following the transactions.

What do the restricted stock units (RSUs) represent in the SMCI filing?

Each restricted stock unit represents a contingent right to receive one share of SMCI common stock upon vesting, as stated in the filing.

What vesting schedule applies to the RSUs in the Form 4 for SMCI?

The RSUs vest with an initial 25% vesting event (May 10, 2023 or May 10, 2025 for respective grants) and then vest at 1/16th of the total each successive calendar quarter, subject to continued service.
Super Micro Computer Inc

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Computer Hardware
Electronic Computers
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United States
SAN JOSE