Super Micro Computer Inc SEC Filings

Form 4 overview – Super Micro Computer, Inc. (SMCI)

On 07/01/2025, Don W. Clegg, the company’s Senior Vice President of Worldwide Sales, reported a series of routine equity transactions linked to previously granted restricted stock units (RSUs). Key points:

• RSU vesting & exercises (Code “M”): Four tranches of RSUs were converted into a total of 11,305 common shares (7,960 + 800 + 660 + 1,885).
• Shares withheld for taxes (Code “F”): 5,163 shares were automatically surrendered at $47.20 per share to satisfy statutory tax-withholding obligations.
• Net change in ownership: After the transactions, Clegg’s direct holdings increased by 6,142 shares to 41,447 shares.
• Split adjustment: Footnote 2 clarifies that the RSU amounts reflect the 10-for-1 forward stock split effective 09/30/2024.
• Remaining un-vested RSUs: Clegg still beneficially owns derivative interests covering 7,960; 1,600; 1,320; and 5,657 RSUs that continue to vest annually through 2028, contingent on continued service.

No open-market sales were reported; all disposals were tax-related. The filing signals continued equity accumulation by a key executive but does not indicate a change in strategic outlook or corporate fundamentals.

Universal Electronics Inc. (UEIC) – Form 4 insider activity

Director Sue Ann Hamilton filed a Form 4 covering transactions dated 07/01/2025. She acquired 1,250 common shares when previously awarded restricted stock units (RSUs) converted to stock (transaction code “M”). The shares are held indirectly through the Sue Ann R. Hamilton Trust, bringing the trust’s reported holdings to 34,337 shares.

On the same date the director also received a new grant of 18,437 RSUs as part of director compensation; these units will vest on 07/01/2026. In addition, Hamilton continues to hold stock options on 20,000 shares previously disclosed. No shares were sold in this filing.

The filing reflects routine equity-based compensation and a modest increase in the director’s indirect ownership. The transactions do not alter control or disclose any material corporate developments beyond the reported awards.

Cardlytics, Inc. (CDLX) – Form 4 insider activity for CEO Amit Gupta

On July 1 2025 Mr. Gupta acquired 14,349 common shares through the conversion of restricted stock units (code “M”). The RSUs are part of a previously disclosed 114,796-unit award that vests in eight equal quarterly installments from July 1 2024 through April 1 2026.

On July 2 2025 he sold 6,725 shares at a weighted-average price of $1.7826 solely to cover tax-withholding obligations associated with the vesting event. No other purpose for the sale was indicated.

After the transactions Mr. Gupta directly owns 378,704 common shares and retains 43,049 unvested RSUs. Net of the tax sale, his direct equity stake increased by 7,624 shares.

The activity does not involve new option grants, cash compensation or changes to company fundamentals; it is a routine vesting-and-withholding event that modestly raises the CEO’s long-term exposure to the stock.

Super Micro Computer, Inc. (SMCI) – Form 4 insider filing

Director Judy L. Lin reported the routine conversion of 1,580 restricted stock units (RSUs) into common shares on 06/30/2025 (transaction code M). The RSUs, originally granted for FY-2025 service, fully vested on the same date and were settled on a one-for-one basis at a $0 exercise price. Following the transaction, Lin’s direct ownership increased to 54,940 SMCI shares. All derivative holdings related to this grant are now exhausted.

The grant and resulting share totals reflect SMCI’s 10-for-1 forward stock split effective 09/30/2024; prior disclosures were restated accordingly. No open-market purchases or sales were reported, indicating the filing documents an automatic equity award settlement rather than an elective trade.

Super Micro Computer, Inc. (SMCI) – Form 4 filing (06/30/2025): Director Tally C. Liu converted 1,580 restricted stock units (RSUs) that fully vested on 06/30/2025 into an equal number of common shares. The RSUs had previously been reported at one-tenth the size but were adjusted for SMCI’s 10-for-1 forward split effective 09/30/2024. Following the transaction, Liu now holds 285,300 SMCI common shares directly and no remaining derivative units. Transaction code “M” indicates the shares were acquired through the settlement of an equity award rather than an open-market purchase. The filing signals continued insider equity ownership alignment but does not involve cash outlay or a sale of shares, and the magnitude (<1% of Liu’s holdings and immaterial to SMCI’s float) is modest.

Super Micro Computer, Inc. (SMCI) – Form 4 insider filing

Director Susan Mogensen reported the conversion of 2,960 restricted stock units into common shares on 30 June 2025 (transaction code M). The RSUs fully vested the same day and were settled for stock at no cash cost. Following the transaction, the director’s direct ownership increased to 3,280 common shares. No open-market sales were disclosed and all derivative units related to this grant are now exhausted.

The share count reflects the company’s 10-for-1 forward split effective 30 September 2024, which multiplied previously reported awards by ten.

• Insider type: Independent director
• Shares acquired: 2,960 (post-split basis)
• Total shares now held: 3,280
• Transaction price: $0 (RSU settlement)

The filing signals routine equity compensation vesting rather than discretionary purchasing, but the absence of sales removes immediate selling pressure and marginally aligns director incentives with shareholders.

Badger Meter, Inc. (BMI) – Form 4 filing: Director Todd A. Adams reported the automatic issuance of 65.32 phantom stock units on 07/01/2025. These units, equal in value to common shares, were credited to his Director Deferred Compensation Plan as payment of the Q3-2025 cash retainer of $16,000, valued at the 06/30/2025 closing price of $244.95 per share. Following the transaction, Adams now holds 15,694.767 phantom units, recorded as direct ownership. Phantom stock is settled in cash once the director leaves the board, so no immediate share issuance or market purchase occurs. The filing reflects routine board compensation rather than an open-market insider buy or sell and is unlikely to materially affect BMI’s share float or signaling dynamics.

Super Micro Computer (NASDAQ: SMCI) has announced plans to offer $2.0 billion in convertible senior notes due 2030 to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The offering includes a 13-day option for initial purchasers to acquire an additional $300.0 million in convertible notes.

Key details of the 8-K filing:

• The notes will be convertible into company common stock, subject to market conditions and other factors
• The offering is exclusively targeted at qualified institutional buyers
• The filing explicitly states this announcement does not constitute an offer to sell or solicitation to buy the convertible notes or resulting common stock

This significant debt offering suggests Super Micro Computer is seeking substantial capital, potentially for expansion or strategic initiatives. The convertible nature of the notes provides flexibility for both the company and investors, while the size of the offering indicates confidence in the company's growth prospects.

Super Micro Computer (SMCI) insider Charles Liang, who serves as President, CEO, Director, and 10% owner, reported a significant stock transaction on June 18, 2025. Liang sold 300,000 shares at an average price of $45.00 per share through a pre-planned Rule 10b5-1 trading arrangement established on February 28, 2025.

Following the transaction, Liang maintains substantial ownership with 66,903,640 shares held directly and an additional 2,071 shares held indirectly through his spouse. The sale was executed through a broker-assisted transaction with prices ranging from $45.00 to $45.01.

The transaction was conducted under a Rule 10b5-1 trading plan, which provides a safe harbor from insider trading allegations by establishing predetermined trading parameters when the insider is not in possession of material non-public information.