SMCI CEO (NASDAQ: SMCI) logs RSU vesting and spouse tax share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Super Micro Computer, Inc. (SMCI) President and CEO Charles Liang, who is also a director and more than 10% owner, reported indirect transactions tied to his spouse’s equity awards on February 10, 2026. His spouse exercised 2,110 restricted stock units, receiving the same number of SMCI common shares.

To cover taxes on this vesting, 1,251 common shares were withheld by SMCI at $33.33 per share, which the filing notes was not a market transaction. Following these moves, Liang’s spouse held 608,258 SMCI common shares indirectly for him, in addition to 40,426,120 shares held directly and 25,672,520 shares held through a joint account with his spouse.

Insider Trade Summary

2,110 shares exercised/converted

Mixed 5 txns

Insider Liang Charles

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,110	$0.00	--
Exercise	Common Stock	2,110	$0.00	--
Tax Withholding	Common Stock	1,251	$33.33	$42K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 10,570 shares (Indirect, By Spouse); Common Stock — 609,509 shares (Indirect, By Spouse); Common Stock — 40,426,120 shares (Direct)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of SMCI common stock. 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. Subject to the Reporting Person's spouse's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2024 and 1/16th of the total number of units at the end of each of the successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 05:14 PM

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^*

Liang Charles

(Last)

(First)

(Middle)

980 ROCK AVENUE

(Street)

SAN JOSE

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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		M		2,110	A	⁽¹⁾	609,509	I	By Spouse
Common Stock	02/10/2026		F⁽²⁾		1,251⁽²⁾	D	$33.33	608,258	I	By Spouse
Common Stock								40,426,120	D
Common Stock								25,672,520	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/10/2026		M			2,110	⁽³⁾	⁽³⁾	Common Stock	2,110	$0	10,570	I	By Spouse

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 spouse's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2024 and 1/16th of the total number of units at the end of each of the successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SMCI CEO Charles Liang report on February 10, 2026?

Charles Liang reported spouse-related equity transactions on February 10, 2026. His spouse exercised 2,110 restricted stock units into SMCI common shares, and 1,251 of those shares were withheld by the company to satisfy tax obligations, rather than being sold in the open market.

How many SMCI shares were acquired through RSU vesting in this Form 4 filing for SMCI?

The filing shows 2,110 SMCI common shares acquired through restricted stock unit vesting. Each restricted stock unit converts into one share of common stock, increasing the spouse’s indirect holdings attributed to Charles Liang before accounting for the separate tax withholding share reduction in the same filing.

Why were 1,251 SMCI shares disposed of at $33.33 in this Form 4?

The 1,251 SMCI shares at $33.33 were withheld to cover taxes, not sold on the market. The company retained these shares to satisfy tax withholding and remittance obligations arising from the vested restricted stock units, a transaction the filing states is exempt under SEC Rule 16b-3(e).

What are Charles Liang’s indirect SMCI holdings through his spouse after these transactions?

After the reported transactions, Charles Liang’s indirect SMCI holdings through his spouse total 608,258 common shares. This figure reflects the net result of the 2,110-share RSU vesting and the 1,251-share tax withholding, as detailed in the non-derivative holdings table for indirect ownership by spouse.

How many SMCI shares does Charles Liang hold directly and through a joint account?

The filing lists 40,426,120 SMCI common shares held directly by Charles Liang. It also shows an additional 25,672,520 common shares held indirectly through a joint account with his spouse, providing a snapshot of his combined direct and joint ownership positions after the reported transactions.

What do the RSU vesting terms disclosed in the SMCI Form 4 footnotes indicate?

The footnotes state the spouse’s RSUs vest 25% on May 10, 2024, then 1/16 each quarter. Vesting continues subject to the spouse’s ongoing service to SMCI, and vested restricted stock units are settled in SMCI common stock, creating new share ownership as each tranche vests.