Smith Micro founder William Smith returns as CEO

Smith Micro’s founder William W. Smith Jr. returns as CEO, with his affiliated trust having recently provided several rounds of financing to the company.

Rhea-AI Filing Summary

Smith Micro Software, Inc. (SMSI) announced a leadership change, appointing founder William W. Smith, Jr. as President and Chief Executive Officer effective September 18, 2026, succeeding Timothy C. Huffmyer, who resigned as President and CEO and will continue to serve on the Board of Directors. Smith, age 78, has led the company for more than four decades and has served as Executive Chairman since March 2026. The company notes that no changes were made to Smith’s compensation in connection with his appointment. A trust for which Smith serves as co‑trustee has recently participated in multiple financings with the company, including loan and private placement transactions that generated gross proceeds of $833,000, approximately $1.5 million, approximately $1,000,000, and approximately $4.6 million before expenses. The company also furnished a press release describing the management changes under Regulation FD.

Filing Explained

Earlier related-party loans were repaid; the filing identifies March’s secured convertible financing as the remaining described transaction and reports no other currently proposed material transaction.

The filing identifies repayment of the September 2025 and February 2026 loans from proceeds of the March 2026 transaction, while describing that March financing as secured convertible notes and warrants.

It also states that, apart from those transactions, no other material transaction involving Mr. Smith under Item 404(a) was disclosed or is currently proposed.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CEO appointment date: September 18, 2026 CEO age: 78 years September 2025 loan proceeds: $833,000 +4 more

7 metrics

CEO appointment date September 18, 2026 Effective date of William W. Smith, Jr.’s appointment as President and CEO

CEO age 78 years Age of William W. Smith, Jr. at time of appointment

September 2025 loan proceeds $833,000 Gross proceeds to the company from secured promissory notes and warrants issued to Smith’s trust

November 2025 private placement Approximately $1.5 million Gross proceeds from sale of unregistered common stock and warrants to Smith’s trust

February 2026 loan proceeds Approximately $1,000,000 Gross proceeds from secured promissory notes and warrants issued to Smith’s trust

March 2026 secured convertible notes with Smith Approximately $4.6 million Gross proceeds from closing with Smith under secured convertible notes and warrants

Years of service 44 years Bill Smith’s uninterrupted service with Smith Micro

Key Terms

secured promissory notes, unregistered common stock purchase warrants, securities purchase agreement, secured convertible notes, +2 more

6 terms

secured promissory notes financial

"in return for one or more secured promissory notes and accompanying unregistered"

Secured promissory notes are written IOUs in which a borrower promises to repay a specific sum with interest and pledges particular assets as security that the lender can claim if payments stop. Investors care because the pledged assets lower the chance of loss: holders of secured notes have priority to seize or sell that collateral ahead of unsecured creditors in a default, making these notes generally safer than unsecured loans—like a mortgage secured by a house.

unregistered common stock purchase warrants financial

"promissory notes and accompanying unregistered common stock purchase warrants"

securities purchase agreement financial

"the Company entered into a securities purchase agreement with Smith"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

secured convertible notes financial

"loaned funds to the Company in return for secured convertible notes and"

A secured convertible note is a loan a company takes that is backed by specific assets (like equipment or accounts) and can later be turned into company shares instead of being repaid in cash. Think of it as a mortgage-style IOU that includes an option to swap the debt for ownership; the security gives lenders priority if the company fails, while the conversion feature can dilute existing shareholders but may help the company raise funds more cheaply than straight equity.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure. On September 18, 2026, the Company"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"Certain statements in this press release are forward-looking statements regarding"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Smith Micro Software (SMSI) announce on September 18, 2026?

Smith Micro appointed William W. Smith, Jr. as President and Chief Executive Officer effective September 18, 2026. He replaces Timothy C. Huffmyer, who resigned as President and CEO but will continue to serve on the company’s Board of Directors.

What is Bill Smith’s background with Smith Micro Software (SMSI)?

Bill Smith founded Smith Micro and previously served as its chairman, president and CEO from 1982 through March 2026. He has continued with the company as Executive Chairman since March 2026 and has an uninterrupted 44-year history with the company.

Did Smith Micro (SMSI) change Bill Smith’s compensation when he became CEO again?

No. The company states that, in connection with Bill Smith’s appointment as President and CEO, no changes have been made to his compensation from what he received while serving as Executive Chairman.

What role will former CEO Tim Huffmyer have at Smith Micro (SMSI) after his resignation?

Timothy C. Huffmyer resigned as President and CEO effective immediately on September 17, 2026 to pursue other opportunities, but he will continue to serve on Smith Micro’s Board of Directors.

What financing transactions has Bill Smith’s affiliated trust done with Smith Micro (SMSI)?

A trust for which Bill Smith serves as co‑trustee entered into several transactions: $833,000 of secured promissory notes with warrants in September 2025, a private placement for approximately $1.5 million in November 2025, a $1,000,000 loan in February 2026, and secured convertible notes providing approximately $4.6 million in March 2026.

Did Smith Micro (SMSI) issue a press release about the CEO change?

Yes. On September 18, 2026, Smith Micro issued a press release announcing Bill Smith’s appointment as President and CEO and Tim Huffmyer’s resignation. The press release is furnished as Exhibit 99.1 and is incorporated by reference in the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000948708 0000948708 2026-09-17 2026-09-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35525	33-0029027
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5800 Corporate Drive Pittsburgh, PA	15237
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SMSI		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2026, Smith Micro Software, Inc. (the “Company”) announced the appointment of William W. Smith, Jr. as President and Chief Executive Officer (“CEO”) of the Company. Mr. Smith succeeds Timothy C. Huffmyer, who submitted his resignation as President and CEO on September 17, 2026, effective immediately, to pursue other opportunities. Mr. Huffmyer will continue to serve on the Company’s Board of Directors.

As President and CEO, Mr. Smith serves as the Company’s principal executive officer.

Mr. Smith, age 78, has served as the Company’s Executive Chairman of the Board of Directors since March 2026, and prior to that time served as the Company’s President and CEO and Chairman of the Board of Directors from the Company’s formation in 1982 through March 2026. Mr. Smith received a Bachelor of Arts degree in Business Administration from Grove City College. Mr. Smith will deliver continuity of leadership, key insights and extensive knowledge of the telecommunications and wireless industries, garnered during his uninterrupted 44 years of service with the Company.

There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was selected as the President and CEO of the Company. There are no family relationships between Mr. Smith and any director or executive officer of the Company.

As previously disclosed in the Company’s periodic filings made with the Securities and Exchange Commission, a trust for which Mr. Smith serves as co-trustee (“Smith”), in September 2025 entered into loan transactions with the Company resulting in aggregate proceeds to the Company of $833,000 in return for one or more secured promissory notes and accompanying unregistered common stock purchase warrants, in each case, before deducting transaction expenses payable by the Company. These notes were subsequently repaid from the proceeds of the March 2026 transaction described below.

In November 2025, the Company entered into a securities purchase agreement with Smith relating to a private placement transaction and sale of unregistered shares of the Company’s Common Stock and accompanying unregistered warrants. The gross proceeds to the Company from the transaction were approximately $1.5 million, before deducting offering expenses payable by the Company.

In February 2026, Smith loaned funds to the Company in return for one or more secured promissory notes and accompanying unregistered common stock purchase warrants with gross proceeds totaling approximately $1,000,000, before deducting transaction expenses payable by the Company. The note issued was subsequently repaid from the proceeds of the March 2026 transaction described below.

In March 2026, Smith and other accredited investors loaned funds to the Company in return for secured convertible notes and accompanying unregistered common stock purchase warrants. The gross proceeds to the Company from the closing with Smith totaled approximately $4.6 million, before deducting transaction expenses payable by the Company.

Except as set forth above, Mr. Smith has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act, nor are any such other transactions currently proposed.

In connection with the appointment of Mr. Smith, who served as the Company’s President and Chief Executive Officer through March 2026 and has continued to be employed by the Company in the role of Executive Chairman since that time, no changes have been made to Mr. Smith’s compensation.

Item 7.01         Regulation FD Disclosure.

On September 18, 2026, the Company issued a press release regarding the management changes described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.         Financial Statements and Exhibits.

(d)         Exhibits

Exhibit		Description
99.1		Press Release dated September 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Smith Micro Software, Inc.
Date: September 18, 2026	By:	/s/ Bethany M. Braund
		Bethany M. Braund
		Vice President and Chief Financial Officer

Exhibit 99.1

PR INQUIRIES:         Smith Micro Software        Kelly Sulkosky          +1 (412) 837-5300          PR@smithmicro.com IR INQUIRIES: Smith Micro Software Charles Messman  +1 (412) 837-5300 IR@smithmicro.com

Smith Micro Founder Bill Smith Returns as President and CEO

PITTSBURGH, PA, September 18, 2026 – Smith Micro Software, Inc. (Nasdaq: SMSI) today announced that Bill Smith has been appointed as the Company’s president and chief executive officer. In his return to the Company’s helm, Smith succeeds outgoing chief executive, Tim Huffmyer, who has resigned to pursue other opportunities but will continue to serve on the Company’s board of directors. Smith founded and previously led the Company for more than four decades and has served as the Company’s executive chairman of the board of directors since March 2026.

“When Tim rejoined the Company last year in the dual role of COO and CFO, it was a pivotal time for the Company,” said Smith. “He was the driving force behind our efforts to improve operational efficiency and establish a leaner foundation for growth. His leadership in the dual role, and later as CEO, was instrumental in executing our operational improvement initiatives, resulting in a more efficient organization and a stronger platform for future growth. I want to thank Tim for his contributions to the Company and wish him well in his next chapter.

“I am returning as CEO at an exciting time for the Company,” Smith continued. “With new products entering the market, customer relationships expanding, and a healthy pipeline of prospective opportunities, I am optimistic about our ability to capitalize on the momentum we have created and deliver meaningful value for shareholders.”

Smith previously served as Smith Micro’s chairman, president and chief executive officer from the Company’s inception in 1982 until March 2026, when he transitioned to the executive chairman role. Mr. Smith received a Bachelor of Arts degree in Business Administration from Grove City College. As the Company’s founder who served as president and CEO for more than four decades, Smith will deliver continuity of leadership, key insights and extensive knowledge of the telecommunications and wireless industries, garnered during his uninterrupted 44 years of service with the Company.

About Smith Micro Software, Inc.

Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers around the world. From enabling Digital Family Lifestyle™ to providing powerful voice messaging capabilities, Smith Micro’s solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. For more information, visit smithmicro.com.

Smith Micro, the Smith Micro logo and Digital Family Lifestyle are trademarks or registered trademarks of Smith Micro Software, Inc.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements regarding future events or results within the meaning of the Private Securities Litigation Reform Act, including statements related to our future business plans, future performance or results, the benefits that Smith Micro believes our solutions will offer to our customers and to their end users, and statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “will” and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the important factors that could cause or contribute to such differences are our ability to establish and maintain strategic relationships with our customers and mobile device manufacturers, their ability to attract customers, and their willingness to promote our products; our ability and/or customers’ ability to distribute our mobile software applications to their end users through third party mobile software application stores, which we do not control; our dependency upon effective operation with operating systems, devices, networks and standards that we do not control and on our continued relationships with mobile operating system providers, device manufacturers and mobile software application stores; unanticipated delays or obstacles in our development and release cycles and the degree to which competing business needs or resource availability may affect our allocation of resources to planned projects; our ability to hire and retain key personnel; interruptions or delays in the services we provide from our data center and cloud hosting facilities; the existence of undetected software defects in our products and our failure to resolve detected defects in a timely manner; rapid technological evolution and resulting changes in demand for our products from our key customers and their end users. These and other factors discussed in our filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 10.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB