Smith Micro (NASDAQ: SMSI) secures $4.9M financing and names new CEO

Rhea-AI Filing Summary

Smith Micro Software entered a securities purchase agreement for secured convertible notes with aggregate principal of about $4.9 million at an initial conversion price of $0.68 per share, plus warrants for roughly 9.4 million shares. The unregistered private placement is expected to close around March 6, 2026, with proceeds used to repay up to $2.2 million of notes due March 31, 2026 and for general corporate purposes.

The notes carry interest of 8.0% per year, rising to 12.0% on default, mature on March 31, 2029, and are secured by certain company assets. Conversion and warrant exercises are subject to beneficial ownership caps of 19.99%, or 49.99% for the Smith Living Trust, which is a major investor in the deal.

The filing also details leadership changes effective at the close of business on March 31, 2026, with longtime CEO William W. Smith, Jr. becoming Executive Chairman and Timothy C. Huffmyer promoted to President and CEO, while Bethany M. Braund becomes Chief Financial Officer and Treasurer. Separately, Smith Micro reported $4.0 million in fourth-quarter 2025 revenue and a GAAP net loss of $4.7 million, and for full-year 2025, revenue of $17.4 million with a GAAP net loss of $30.1 million and ending cash of $1.5 million.

Insights

Software sector credit & equity structures analyst

Smith Micro raised secured convertible capital, tightened its balance sheet, but losses remain significant.

The company is issuing $4.9 million of secured convertible notes at 8.0% interest, plus 9.4 million warrants at a $0.68 exercise price. Proceeds will primarily repay up to $2.2 million of near-term notes due March 31, 2026, extending its debt maturity profile to 2029.

The notes are secured by assets including accounts receivable and related proceeds, with the Smith Living Trust acting as collateral agent. A beneficial ownership cap of 19.99% (or 49.99% for the trust) limits any single holder’s equity stake from conversions and warrant exercises, constraining immediate dilution.

Operationally, 2025 revenue declined to $17.4 million while GAAP net loss was $30.1 million, and year-end cash was $1.5 million. The capital raise, heavily backed by the CEO’s trust, provides liquidity and refinances short-term obligations, but ongoing losses and going-concern risk mentioned in the risk factors mean future performance and additional financing disclosures in subsequent filings will be important for understanding sustainability.

Corporate governance and leadership transitions analyst

Smith Micro is executing a planned CEO succession while keeping leadership continuity.

The board approved a transition effective at the close of business on March 31, 2026, moving founder Bill Smith to Executive Chairman and elevating Tim Huffmyer to President and CEO, with Bethany Braund becoming CFO and Treasurer. All three are existing insiders, supporting continuity.

Huffmyer has served as COO, CFO, and Treasurer since June 2025, and previously held the CFO role, while Braund has led financial reporting roles since November 2021. Base salaries will increase to $425,000 for Huffmyer and $250,000 for Braund but remain under a 10% temporary reduction tied to the company’s financial condition.

Equity alignment includes a fully vested 20,000-share grant to Braund on appointment and pre-set target bonus and equity levels for both executives if suspended incentive programs are reinstated. The succession is framed as part of ongoing planning, and the founder remains involved as Executive Chairman, which can help balance strategic continuity with operational leadership change.

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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): March 3, 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				The Nasdaq Capital Market

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 1.01 Entry into a Material Definitive Agreement.

On March 4, 2026, Smith Micro Software, Inc. (the “Company”, “we,” “us,” “our”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Buyers”) and, pursuant to the Purchase Agreement, agreed to sell to the Buyers a new series of secured convertible notes (the “Convertible Notes”) with an aggregate original principal amount of approximately $4.9 million and an initial conversion price of $0.68 per share, subject to adjustment as described in the Convertible Notes, and warrants to acquire up to an aggregate amount of approximately 9.4 million additional shares of the Company’s common stock (the “Warrants”) in transactions exempt from registration as not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder (the “Offering”) and in reliance on similar exemptions under applicable state laws. The Warrants will be exercisable at any time beginning six months following their original issuance and will expire five years after the initial exercise date. There is no established public trading market for the Warrants, and we do not intend to list the Warrants on any national securities exchange or nationally recognized trading system.

The Purchase Agreement contained certain representations and warranties, covenants, and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.

The Smith Living Trust, for which William W. Smith, Jr., the Company’s Chairman of the Board, President and Chief Executive Officer, and his wife, Dieva L. Smith serve as co-trustees, and Timothy C. Huffmyer, the Company’s Chief Operating Officer, Chief Financial Officer and Treasurer, are among the Buyers in the Offering. Each of the Buyers in the Offering represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives.

The Company has agreed to use the proceeds of the Offering (i) to repay in full the principal and interest outstanding under those certain notes due on March 31, 2026 in the aggregate amount of up to $2.2 million (the “Existing Notes”) plus any additional interest amounts that may accrue in connection with the extension of the maturity date under the Existing Notes; provided that certain of the Buyers hereunder have agreed to reinvest an aggregate of approximately $0.9 million of such repayment of principal and interest in the Offering, and (ii) for general corporate purposes.

The Offering was approved by the Company’s Board of Directors and the Company’s Audit Committee. The Offering is expected to close on or about March 6, 2026, subject to customary closing conditions. The aggregate gross proceeds from the Offering are expected to be approximately $4.9 million, before deducting offering expenses payable by the Company.

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Convertible Notes

Payment

The Convertible Notes will mature on March 31, 2029; however, this date may be extended at the option of the holder (the “Maturity Date”). The Convertible Notes are payable in equal monthly installments of approximately $7,000 per each $1,000,000 of principal outstanding beginning on May 1, 2026 and ending on the Maturity Date. Installment amounts shall be applied first to accrued interest under the Convertible Notes, with any amounts in excess of accrued interest being applied to outstanding principal. The Company will not be required to pay any installment amount to the extent such amount is less than one thousand dollars ($1,000). In such event, the Company may defer payment to the holder until the next applicable installment date, provided that (i) at such time the accrued installment amount due on such date is at least one thousand dollars ($1,000) and (ii) principal remains outstanding for the purposes of accruing interest. The Company will be permitted to prepay the outstanding principal and accrued or unpaid interest upon not less than thirty (30) days prior written notice to the holder.

Interest

The Convertible Notes will accrue interest at the rate of eight percent (8.0%) per annum, which will be payable in full upon the Maturity Date. Upon the occurrence and during the continuance of an Event of Default (as defined in the Convertible Notes), the Convertible Notes will accrue interest at the rate of twelve percent (12.0%) per annum.

Conversion

At any time after the six-month anniversary of the issuance of the Convertible Notes, each Convertible Note will be convertible, at the option of the holder, into shares of our common stock at an initial conversion price equal to $0.68. The conversion price will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transactions. All Conversion Amounts (as defined in the Convertible Notes), regardless of when they are accrued or payable will be applied in reverse chronological order toward the payment of principal (and then accrued but unpaid interest), starting with any such payment due on the Maturity Date and working backward to each prior installment date. Such amounts will be credited against the aggregate amount owed by the Company to the holder on the Maturity Date (or applicable installment date), and the Company will be obligated to continue to make monthly installment payments, when due, for any remaining balance of the Convertible Note that was not converted.

Limitations

Notwithstanding the foregoing, our ability to settle conversions is subject to certain limitations set forth in the Convertible Notes, including a beneficial ownership limitation of 19.99% (or 49.99% solely in the case of Smith Living Trust) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Convertible Notes or Warrants.

Events of Default

The Convertible Notes include certain customary Events of Default, including, among other things, the failure to file and maintain the effectiveness of the Registration Statement (as defined below) covering the resale of the holder’s registrable securities, a suspension from trading of the Company’s common stock for a period of five (5) consecutive trading days, the Company’s failure to pay any amounts due to holders of the Convertible Notes when due, and the occurrence of certain bankruptcy, insolvency, or reorganization proceedings. In connection with a bankruptcy-related Event of Default, subject to waiver by the holder, the Company will be required to immediately pay to the holder an amount in cash equal to all outstanding principal and accrued and unpaid interest on the Convertible Note.

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Fundamental Transactions and Change of Control

Immediately prior to or concurrent with certain “Fundamental Transactions” (as defined in the Convertible Notes) and subject to waiver of this right by each holder, we have agreed to pay in full all amounts owed to each holder under the Convertible Notes. Upon such payment, the convertible Note will automatically be deemed to be cancelled. Additionally, we have agreed to provide notice to each holder at least ten (10) days but no sooner than twenty (20) days prior to the consummation of a “Change of Control” (as defined in the Convertible Notes) of the Company, provided that such notice will not be provided prior to any public announcement of the Change of Control.

Security Interest

The Convertible Notes are secured by a security interest in certain assets of the Company, including accounts receivable, other monies due and the proceeds thereof, in favor of the Smith Living Trust, in its capacity as collateral agent as set forth in the Purchase Agreement.

Registration Rights

The Convertible Notes, the shares of common stock issuable upon conversion of the Convertible Notes (the “Conversion Shares”) and the shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”) have not been registered under the Securities Act. Pursuant to the Purchase Agreement, the Company agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the Conversion Shares and the Warrant Shares. The Company is required to file the Registration Statement within 180 days of the closing of the Offering and to use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within 60 days of the filing thereof (unless the Registration Statement is reviewed by the SEC, in which case such period shall be 90 days).

The foregoing is only a summary of the material terms of the Purchase Agreement, the Convertible Notes, the Warrants, and the other transaction documents, and does not purport to be a complete description of the rights and obligations of the parties thereunder. The summary of the form of the Purchase Agreement, the Convertible Notes, and the Warrants are qualified in their entirety by reference to the full text of the form of each such agreement, which are attached hereto as Exhibits 10.1, 10.2, and 4.1, respectively, and incorporated by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing summary and the exhibits hereto also are not intended to modify or supplement any disclosures about the Company in its reports filed with the SEC. In particular, the agreements and the related summary are not intended to be, and should not be relied upon, as disclosures regarding any facts and circumstances relating to the Company or any of its subsidiaries or affiliates. The agreements contain representations and warranties by the Company, which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the agreements were made solely for the benefit of the parties to the agreements; may be subject to limitations agreed upon by the contracting parties, including being subject to confidential disclosures that may modify, qualify or create exceptions to such representations and warranties; may be made for the purposes of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the agreements are filed with this report only to provide investors with information regarding the terms of the transactions contemplated thereby, and not to provide investors with any other factual information regarding the Company. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in our public disclosures.

4

Item 1.02 Termination of a Material Definitive Agreement

As set forth in Item 1.01 of this Current Report on Form 8-K, pursuant to the Purchase Agreement, the Company has agreed to use the proceeds of the Offering to repay in full the principal and interest outstanding under those certain notes due on March 31, 2026 in the aggregate amount of up to $2.2 million (the “Existing Notes”) plus any additional interest amounts that may accrue in connection with the extension of the maturity date under the Existing Notes; provided that certain of the Buyers hereunder have agreed to reinvest an aggregate of approximately $0.9 million of such repayment of principal and interest in the Offering. The Existing Notes are expected to be cancelled upon such repayment.

Item 2.02 Results of Operations and Financial Condition

On March 4, 2026, the Company issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release is hereby furnished to the SEC as Exhibit 99.1 and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.

Item 3.02 Unregistered Sales of Equity Securities

The matters described in Item 1.01 of this Current Report on Form 8-K related to the Offering are incorporated herein by reference. The Company intends to rely upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder for transactions not involving a public offering in connection with the issuance of the securities in the Offering described in Item 1.01 of this Current Report on Form 8-K.

5

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

On March 3, 2026, the Company’s Board of Directors approved the following appointments, each effective as of the close of business on March 31, 2026:

-     William W. Smith, Jr., age 78, as Executive Chairman;

-     Timothy C. Huffmyer, age 52, as President and Chief Executive Officer; and

-     Bethany M. Braund, age 38, as Chief Financial Officer and Treasurer.

In his capacity as Executive Chairman, Mr. Smith will remain an employee of the Company. In his capacity as President and Chief Executive Officer, Mr. Huffmyer will succeed Mr. Smith as the Company’s principal executive officer. In her capacity as Chief Financial Officer and Treasurer, Ms. Braund will succeed Mr. Huffmyer as the Company’s principal financial officer and principal accounting officer.

Since June 2025, Mr. Huffmyer has served the Company as its Chief Operating Officer, Chief Financial Officer and Treasurer. Prior to this role, Mr. Huffmyer served as Chief Financial Officer of Urgent.ly Inc., a leading connected mobility assistance software platform provider, since September 2021. From June 2017 to September 2021, Mr. Huffmyer served as the Company’s Vice President and Chief Financial Officer. Earlier in his career, Mr. Huffmyer served in succeeding roles at Black Box Corporation, an IT solutions company, from January 2008 to June 2017, including Vice President, Chief Financial Officer and Treasurer and Director of Finance. Mr. Huffmyer earned a Bachelor of Arts degree in Accounting from Michigan State University.

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

Effective September 11, 2025, the Company entered into a note purchase agreement with Mr. Huffmyer, pursuant to which Mr. Huffmyer agreed to loan the Company an amount not to exceed $90,000 in return for one or more secured promissory notes and accompanying unregistered common stock purchase warrants, which warrants are currently exercisable for 119,760 shares at an exercise price of $0.73 per share, provided that such warrants are subject to certain anti-dilution adjustments upon and subject to approval from the Company’s stockholders in accordance with Nasdaq Listing Rule 5635. The Company and Huffmyer completed a closing of the foregoing transactions on September 17, 2025. The gross proceeds to the Company from the closing with Huffmyer totaled approximately $100,000 (comprised of approximately $85,030 as a loan and approximately $14,970 for the purchase of the accompanying warrants), in each case, before deducting transaction expenses payable by the Company. Furthermore, the information set forth under Item 1.01 concerning Mr. Huffmyer’s participation in the Offering is incorporated into this Item 5.02 by reference, to the extent required by Item 404(a) of Regulation S-K promulgated under the Exchange Act. Except as set forth above, Mr. Huffmyer 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.

Since November 2021, Ms. Braund has served the Company in increasing areas of responsibility, most recently serving as Senior Director Financial Reporting. Prior to joining the Company, Ms. Braund served in advancing roles at Ernst & Young, LLP from August 2010 through November 2021 within the assurance service line. Ms. Braund earned a Bachelor of Science degree in Accounting (summa cum laude) from College of Charleston and a Master of Science degree in Accountancy (magna cum laude) from the University of Notre Dame and is a certified public accountant. There are no arrangements or understandings between Ms. Braund and any other persons pursuant to which Ms. Braund was selected as the Chief Financial Officer and Treasurer of the Company. There are no family relationships between Ms. Braund and any director or executive officer of the Company, and Ms. Braund has no 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 transactions currently proposed.

In connection with the promotions of Mr. Huffmyer and Ms. Braund, Mr. Huffmyer’s base salary will be increased to $425,000 and Ms. Braund’s base salary will be increased to $250,000, reflecting in each case their new position and responsibilities; provided that the Company’s executive team is currently subject to a 10% reduction in salaries pending certain improvements in the Company’s financial condition, and Mr. Huffmyer’s and Ms. Braund’s respective salaries will also be subject to such 10% reduction for so long as it is in place. Upon the effective date of her appointment, Ms. Braund will receive a fully vested grant of 20,000 shares of Company common stock under the terms of the Company’s equity plan.

Notwithstanding the suspension of the Company’s current cash bonus and equity grant programs for executives, the Compensation Committee and the Board have approved target bonus and equity grant levels for Mr. Huffmyer and Ms. Braund should these programs be reinstated, subject to the terms and conditions of the applicable plan and individual performance metrics. These target amounts do not currently constitute a guaranteed entitlement but represent the anticipated bonus and equity award levels upon program reinstatement.

6

Item 7.01 Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference. On March 4, 2026, the Company issued press releases announcing the Offering and the management changes described in Item 5.02 above, respectively. Copies of each press release are hereby furnished to the SEC as Exhibits 99.2 and 99.3 and are incorporated by reference herein.

The information in this Item 7.01, including Exhibits 99.1, 99.2, and 99.3 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed incorporated by reference in any Company filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K and the press release contain forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, prospects, or strategies of the Company. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K and the press release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

7

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
4.1	Form of Warrant
10.1*	Form of Securities Purchase Agreement
10.2	Form of Secured Convertible Note
99.1	Press Release dated March 4, 2026
99.2	Press Release dated March 4, 2026
99.3	Press Release dated March 4, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy of any of the omitted exhibits or schedules upon request by the SEC.

8

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: March 4, 2026	By:	/s/ Timothy C. Huffmyer
		Timothy C. Huffmyer
		Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

9

Exhibit 99.1

IR INQUIRIES:

Charles Messman

Investor Relations

949-362-5800

IR@smithmicro.com

Smith Micro Reports Fourth Quarter and Fiscal Year 2025 Financial Results

PITTSBURGH, PA, March 4, 2026 – Smith Micro Software, Inc. (Nasdaq: SMSI) (“Smith Micro” or the “Company”) today reported financial results for its fourth quarter and fiscal year ended December 31, 2025.

“Throughout my 44 years at the helm of Smith Micro, we have experienced many different technology cycles, as well as on-going changes in the market, where we have seen firsthand the importance of having the right solutions at the right time,” said William W. Smith, Jr., president, chief executive officer and chairman of the board of Smith Micro. “Together, our team has put Smith Micro on a path to capitalize on the opportunities in front of us and return to profitability. We have substantially reduced our cost structure and optimized our spending, while strategically investing in areas that support innovation. We have strengthened our product lineup with a strategic focus on phones in our SafePath OS™ solutions for kids and seniors and an expanded portfolio that presents new opportunities to expand our role with current Tier 1 customers.

I am confident in our team’s ability to return Smith Micro to a state of growth and profitability, and as announced earlier today, I am extremely proud that the team will be led in that effort by Tim Huffmyer, who will step into the role of President and Chief Executive Officer at the end of this month as I move into the role of Executive Chairman. To underscore my confidence in the ability of our team to capitalize on the opportunities before us, as also announced today, my wife and I have agreed to provide an additional $4 million in funding to the Company, which should provide the time needed to return Smith Micro to profitability and the organic creation of cash to fund and grow the business going forward.”

Fourth Quarter 2025 Financial Results

Smith Micro reported revenue of $4.0 million for the quarter ended December 31, 2025, compared to $5.0 million reported in the quarter ended December 31, 2024.

Gross profit for the quarter ended December 31, 2025 was $3.0 million, compared to $3.8 million for the quarter ended December 31, 2024.

Gross profit as a percentage of revenue was 76.4% or the quarter ended December 31, 2025, compared to 75.6% for the quarter ended December 31, 2024.

GAAP net loss attributable to common stockholders for the quarter ended December 31, 2025 was $4.7 million, or $0.20 loss per share, compared to GAAP net loss of $4.4 million, or $0.25 loss per share, for the quarter ended December 31, 2024.

Non-GAAP net loss attributable to common stockholders for the quarter ended December 31, 2025 was $1.8 million, or $0.08 loss per share, compared to non-GAAP net loss of $1.9 million, or $0.11 loss per share, for the quarter ended December 31, 2024. Non-GAAP net loss excludes the items noted below under “Non-GAAP Measures.”

Smith Micro Software Fourth Quarter 2025 Financial Results Page 2

All share and per share amounts for common stock herein have been retroactively adjusted for all periods presented to give effect to the one-for-eight reverse stock split of our common stock, which became effective April 10, 2024.

Fiscal 2025 Financial Results

Smith Micro reported revenue of $17.4 million for the year ended December 31, 2025, compared to $20.6 million reported in the year ended December 31, 2024.

Gross profit for the year ended December 31, 2025 was $12.9 million compared to $14.4 million reported for the same period in 2024.

Gross profit as a percentage of revenue was 74.1% percent for the year ended December 31, 2025 compared to 70.2% percent for the year ended December 31, 2024.

GAAP net loss attributable to common stockholders for the year ended December 31, 2025 was $30.1 million, or $1.46 loss per share, compared to GAAP net loss of $48.7 million, or $3.94 loss per share, for the year ended December 31, 2024.

Non-GAAP net loss attributable to common stockholders for the year ended December 31, 2025 was $10.6 million, or $0.52 loss per share, compared to non-GAAP net loss of $13.7 million, or $1.11 loss per share, for the year ended December 31, 2024. Non-GAAP net loss excludes the items noted below under "Non-GAAP Measures."

Total cash and cash equivalents as of December 31, 2025 were $1.5 million.

Non-GAAP Measures

To supplement our financial information presented in accordance with GAAP, the Company considers, and has included in this press release, the following non-GAAP financial measures and a non-GAAP reconciliation from the equivalent GAAP metric: non-GAAP net loss attributable to common stockholders, non-GAAP gross profit, and non-GAAP basic and diluted loss per share attributable to common stockholders in the presentation of financial results in this press release. Management believes these non-GAAP presentations may be more meaningful in analyzing the Company's income generation and has therefore excluded the following items from GAAP earnings calculations: stock compensation, intangibles amortization, depreciation, fair value adjustments, goodwill impairment, and other items, which includes the gain from the sale of ViewSpot, adjustment for deemed dividends, amortization of debt discount, personnel severance and reorganization costs, and costs associated with corporate actions. Additionally, since the Company currently has federal and state net operating loss carryforwards that can be utilized to reduce future cash payments for income taxes, these non-GAAP adjustments have not been tax effected, and the resulting income tax expense reflects actual taxes paid or accrued during each period. This presentation may be considered more indicative of the Company's ongoing operational performance. The tables below labeled "Reconciliation of GAAP to Non-GAAP Results" present the differences between non-GAAP net loss attributable to common stockholders and net loss attributable to common stockholders on an absolute and per-share basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-GAAP financial measures as reported by Smith Micro may not be comparable to similarly titled amounts reported by other companies.

Investor Conference Call

Smith Micro will hold an investor conference call today, March 4, 2026, at 4:30 p.m. ET, to discuss the Company’s fourth quarter and fiscal year 2025 financial results. To access the call, dial 1-844-701-1164; international participants can call 1-412-317-5492. A passcode is not required to join the call; ask the operator to be placed into the Smith Micro conference. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. An internet webcast is available at https://event.choruscall.com/mediaframe/webcast.html?webcastid=jAVOGfe7. In addition, the conference call will be available on the Smith Micro website in the Investor Relations section.

Smith Micro Software Fourth Quarter 2025 Financial Results Page 3

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 the family digital lifestyle to providing powerful voice messaging capabilities, our solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. For more information, visit www.smithmicro.com.

Smith Micro and the Smith Micro logo are registered trademarks or trademarks of Smith Micro Software, Inc. All other trademarks and product names are the property of their respective owners.

Forward-Looking Statements

Certain statements in this press release are, and certain statements on the related conference call may be, forward-looking statements regarding future events or results within the meaning of the Private Securities Litigation Reform Act, including statements related to our financial prospects, goals and other projections of our outlook or performance our cost reduction plans and other future business plans, 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 customer concentration, given that the majority of our sales currently depend on a few large customer relationships; 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; our ability to hire and retain key personnel; the possibility of security and privacy breaches in our systems and in the third-party software and/or systems that we use, damaging client relations and inhibiting our ability to grow; 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; our ability to remain a going concern; our ability to raise additional capital and the risk of such capital not being available to us at commercially reasonable terms or at all; our ability to be profitable; current and potential future negative impacts from cost reduction efforts we have taken and may in the future undertake; changes in our operating income due to shifts in our sales mix and variability in our operating expenses; adverse impact to our results of operations if we fail to realize the full value of our intangible assets; our current client concentration within the vertical wireless carrier market, and the potential impact to our business resulting from changes within this vertical market, or failure to penetrate new markets; rapid technological evolution and resulting changes in demand for our products from our key customers and their end users; intense competition in our industry and the core vertical markets in which we operate, and our ability to successfully compete; the risks inherent with international operations; the impact of evolving information security and data privacy laws on our business and industry; the impact of governmental regulations on our business and industry; our ability to protect our intellectual property and our ability to operate our business without infringing on the rights of others; the risk of being delisted from Nasdaq if we continue to fail to meet any of its applicable listing requirements. 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.

Smith Micro Software Fourth Quarter 2025 Financial Results Page 4

Smith Micro Software, Inc.

Consolidated Balance Sheets

(in thousands except share and par value data)

​	​	December 31,		​	​	December 31,		​
​	​	2025		​	​	2024		​
​	​	(unaudited)		​	​	(audited)		​
Assets	​	​	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	1,494	​	​	$	2,808	​
Accounts receivable, net of related allowances of $0 and $3 at December 31, 2025 and 2024, respectively	​	​	1,817	​	​	​	5,721	​
Prepaid expenses and other current assets	​	​	1,218	​	​	​	1,467	​
Total current assets	​	​	4,529	​	​	​	9,996	​
Equipment and improvements, net	​	​	331	​	​	​	538	​
Right-of-use assets	​	​	1,119	​	​	​	2,367	​
Other assets	​	​	500	​	​	​	496	​
Intangible assets, net	​	​	18,492	​	​	​	23,597	​
Goodwill	​	​	—	​	​	​	11,052	​
Total assets	​	$	24,971	​	​	$	48,046	​
Liabilities and Stockholders' Equity	​	​	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​	​	​
Accounts payable	​	$	1,937	​	​	$	1,738	​
Accrued payroll and benefits	​	​	1,488	​	​	​	1,694	​
Current operating lease liabilities	​	​	914	​	​	​	1,279	​
Other current liabilities	​	​	773	​	​	​	940	​
Notes payable net of discount	​	​	1,007	​	​	​	—	​
Total current liabilities	​	​	6,119	​	​	​	5,651	​
Non-current liabilities:	​	​	​	​	​	​	​	​
Warrant liabilities	​	​	45	​	​	​	224	​
Operating lease liabilities	​	​	417	​	​	​	1,287	​
Deferred tax liabilities, net	​	​	—	​	​	​	128	​
Total non-current liabilities	​	​	462	​	​	​	1,639	​
Commitments and contingencies	​	​	​	​	​	​	​	​
Stockholders' equity:	​	​	​	​	​	​	​	​
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 25,798,092 and 17,673,404 shares issued and outstanding at December 31, 2025 and 2024, respectively	​	​	26	​	​	​	18	​
Additional paid-in capital	​	​	403,107	​	​	​	395,383	​
Accumulated comprehensive deficit	​	​	(384,743	)	​	​	(354,645	)
Total stockholders’ equity	​	​	18,390	​	​	​	40,756	​
Total liabilities and stockholders' equity	​	$	24,971	​	​	$	48,046	​

Smith Micro Software Fourth Quarter 2025 Financial Results Page 5

Smith Micro Software, Inc.

Consolidated Statements of Operations

(in thousands except share data)

		For the Three Months Ended								For the Year Ended
		December 31,								December 31,
		2025				2024				2025				2024
		(unaudited)				(unaudited)				(unaudited)				(audited)
Revenues		$	3,974			$	4,969			$	17,363			$	20,555
Cost of revenues (including depreciation of $0, $1, $1, and $15 in the years ended December 31, 2025 and 2024, respectively)			939				1,210				4,505				6,126
Gross profit			3,035				3,759				12,858				14,429
Operating expenses:
Selling and marketing			1,191				1,675				5,978				8,877
Research and development			2,507				2,757				10,719				14,085
General and administrative			2,347				2,370				10,009				10,583
Depreciation and amortization			1,353				1,413				5,398				6,285
Gain on sale of ViewSpot, net			—				—				(1,287	)			—
Goodwill impairment			—				—				11,052				23,989
Total operating expenses			7,398				8,215				41,869				63,819
Operating loss			(4,363	)			(4,456	)			(29,011	)			(49,390	)
Other (expense) income:
Change in fair value of warrant and derivative liabilities			43				(75	)			179				372
Interest (expense) income, net			(293	)			23				(407	)			112
Other (expense) income, net			(16	)			66				(164	)			196
Loss before benefit for income tax			(4,629	)			(4,442	)			(29,403	)			(48,710	)
Income tax benefit			(76	)			(51	)			(76	)			(13	)
Net loss			(4,553	)			(4,391	)		$	(29,327	)		$	(48,697	)
Deemed dividend			(133	)			—				(769	)			—
Net loss attributable to common stockholders		$	(4,686	)		$	(4,391	)		$	(30,096	)		$	(48,697	)
Net loss per share attributable to common stockholders – basic and diluted
Basic and diluted		$	(0.20	)		$	(0.25	)		$	(1.46	)		$	(3.94	)
Weighted average shares outstanding:
Basic and diluted			23,856				17,550				20,605				12,367

Smith Micro Software Fourth Quarter 2025 Financial Results Page 6

Smith Micro Software, Inc.

Consolidated Statements of Cash Flows

(in thousands)

​	​	For the Year Ended						​
​	​	December 31,						​
​	​	2025		​	​	2024		​
​	​	(unaudited)		​	​	(audited)		​
Operating activities:	​	​	​	​	​	​	​	​
Net loss	​	$	(29,327	)	​	$	(48,697	)
Adjustments to reconcile net loss to net cash used in operating activities:	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	5,399	​	​	​	6,300	​
Goodwill impairment	​	​	11,052	​	​	​	23,989	​
Non-cash lease expense	​	​	13	​	​	​	(304	)
Change in fair value of warrant liabilities	​	​	(179	)	​	​	(372	)
Amortization of debt discount and financing issuance costs	​	​	239	​	​	​	—	​
Stock based compensation	​	​	3,609	​	​	​	4,503	​
Gain on sale of ViewSpot, net	​	​	(1,287	)	​	​	—	​
Deferred income taxes	​	​	(128	)	​	​	(40	)
Gain on license of patents, net	​	​	—	​	​	​	(198	)
Changes in operating accounts:	​	​	​	​	​	​	​	​
Accounts receivable	​	​	3,905	​	​	​	2,191	​
Prepaid expenses and other assets	​	​	247	​	​	​	361	​
Accounts payable, accrued, and other liabilities	​	​	(736	)	​	​	(2,028	)
Net cash used in operating activities	​	​	(7,193	)	​	​	(14,295	)
Investing activities:	​	​	​	​	​	​	​	​
Capital expenditures, net	​	​	(88	)	​	​	(20	)
Proceeds from sale of ViewSpot, net	​	​	1,287	​	​	​	—	​
Proceeds from license of patents, net	​	​	—	​	​	​	198	​
Net cash provided by investing activities	​	​	1,199	​	​	​	178	​
Financing activities:	​	​	​	​	​	​	​	​
Issuance of common stock and warrants in connection with common stock offering, net of issuance costs	​	​	3,352	​	​	​	9,839	​
Issuance of notes payable and warrants	​	​	1,333	​	​	​	—	​
Proceeds from financing arrangements	​	​	933	​	​	​	1,043	​
Repayments of financing arrangements	​	​	(940	)	​	​	(1,087	)
Other financing activities	​	​	2	​	​	​	5	​
Net cash provided by financing activities	​	​	4,680	​	​	​	9,800	​
Net decrease in cash and cash equivalents	​	​	(1,314	)	​	​	(4,317	)
Cash and cash equivalents, beginning of period	​	$	2,808	​	​	$	7,125	​
Cash and cash equivalents, end of period	​	$	1,494	​	​	$	2,808	​
​	​	​	​	​	​	​	​	​
Supplemental disclosure of non-cash financing activities:	​	​	​	​	​	​	​	​
Deemed dividend	​	$	769	​	​	$	—	​

Smith Micro Software Fourth Quarter 2025 Financial Results Page 7

Smith Micro Software, Inc.

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share data) - unaudited

Three Months Ended December 31, 2025

​

GAAP

​

​

Stock Compensation

​

​

Intangibles Amortization

​

​

Depreciation

​

​

Fair Value Adjustments

​

​

Goodwill Impairment

​

​

Other¹

​

​

Non-GAAP

​

Gross profit

​

$

3,035

​

​

$

—

​

​

$

—

​

​

$

—

​

​

$

—

​

​

$

—

​

​

$

—

​

​

$

3,035

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Selling and marketing

​

​

1,191

​

​

​

(232

)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

(32

)

​

​

927

​

Research and development

​

​

2,507

​

​

​

(159

)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

(442

)

​

​

1,906

​

General and administrative

​

​

2,347

​

​

​

(390

)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

​

​

(61

)

​

​

1,896

​

Depreciation and amortization

​

​

1,353

​

​

​

—

​

​

​

(1,276

)

​

​

(77

)

​

​

—

​

​

​

—

​

​

​

—

​

​

​

—

​

Total operating expenses

​

$

7,398

​

​

$

(781

)

​

$

(1,276

)

​

$

(77

)

​

$

—

​

​

$

—

​

​

$

(535

)

​

$

4,729

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) income before benefit for income taxes

​

$

(4,629

)

​

$

781

​

​

$

1,276

​

​

$

77

​

​

$

(43

)

​

​

—

​

​

$

755

​

​

$

(1,783

)

Net loss attributable to common stockholders

​

$

(4,686

)

​

$

781

​

​

$

1,276

​

​

$

77

​

​

$

(43

)

​

​

—

​

​

$

755

​

​

$

(1,840

)

(Loss) earnings per share: basic and diluted

​

$

(0.20

)

​

$

0.03

​

​

$

0.05

​

​

$

—

​

​

$

—

​

​

​

—

​

​

$

0.03

​

​

$

(0.08

)

Note: (Loss) earnings per share: basic and diluted - may be impacted by rounding to allow rows to calculate.

¹Other includes costs associated with corporate actions in the fourth quarter of 2025 including personnel severance and reorganization activities of approximately $535, and amortization of debt discount of approximately $219.

Three Months Ended December 31, 2024		GAAP				Stock Compensation				Intangibles Amortization				Depreciation				Fair Value Adjustments				Goodwill Impairment				Other				Non-GAAP
Gross profit		$	3,759			$	—			$	—			$	1			$	—			$	—			$	—			$	3,760
Selling and marketing			1,675				(239	)			—				—				—				—				—				1,436
Research and development			2,757				(250	)			—				—				—				—				—				2,507
General and administrative			2,370				(495	)			—				—				—				—				—				1,875
Depreciation and amortization			1,413				—				(1,334	)			(79	)			—				—				—				—
Total operating expenses		$	8,215			$	(984	)		$	(1,334	)		$	(79	)		$	—				—				—			$	5,818
(Loss) income before benefit for income taxes		$	(4,442	)		$	984			$	1,334			$	80			$	75			$	—			$	—			$	(1,969	)
Net loss attributable to common stockholders		$	(4,391	)		$	984			$	1,334			$	80			$	75			$	—			$	—			$	(1,918	)
(Loss) earnings per share: basic and diluted		$	(0.25	)		$	0.06			$	0.08			$	—			$	—			$	—			$	—			$	(0.11	)

Note: (Loss) earnings per share: basic and diluted - may be impacted by rounding to allow rows to calculate.

Smith Micro Software Fourth Quarter 2025 Financial Results Page 8

Smith Micro Software, Inc.

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share data) - unaudited

Year Ended December 31, 2025		GAAP				Stock Compensation				Intangibles Amortization				Depreciation				Fair Value Adjustments				Goodwill Impairment				Other¹				Non-GAAP
Gross profit		$	12,858			$	—			$	—			$	—			$	—			$	—			$	—			$	12,858
Selling and marketing			5,978				(941	)			—				—				—				—				(46	)			4,991
Research and development			10,719				(731	)			—				—				—				—				(442	)			9,546
General and administrative			10,009				(1,931	)			—				—				—				—				(150	)			7,928
Depreciation and amortization			5,398				—				(5,105	)			(293	)			—				—				—				—
Gain on sale of ViewSpot, net			(1,287	)											—				—				—				1,287				—
Goodwill impairment			11,052				—				—				—				—				(11,052	)			—				—
Total operating expenses			41,869				(3,603	)			(5,105	)			(293	)			—				(11,052	)			649				22,465
(Loss) income before benefit for income taxes		$	(29,403	)		$	3,603			$	5,105			$	293			$	(179	)		$	11,052			$	(410	)		$	(9,939	)
Net loss attributable to common stockholders		$	(30,096	)		$	3,603			$	5,105			$	293			$	(179	)		$	11,052			$	(410	)		$	(10,632	)
(Loss) earnings per share: basic and diluted		$	(1.46	)		$	0.17			$	0.25			$	0.01			$	(0.01	)		$	0.54			$	(0.02	)		$	(0.52	)

Note: (Loss) earnings per share: basic and diluted - may be impacted by rounding to allow rows to calculate.

¹Other includes costs associated with corporate actions in 2025 including personnel severance and reorganization activities of approximately $637, amortization of debt discount of approximately $239, offset by gain from sale of ViewSpot of $1,287.

Year Ended December 31, 2024		GAAP				Stock Compensation				Intangibles Amortization				Depreciation				Fair Value Adjustments				Goodwill Impairment				Other¹				Non-GAAP
Gross profit		$	14,429			$	—			$	—			$	15			$	—			$	—			$	11			$	14,455
				​				​				​				​				​				​				​				​
Selling and marketing			8,877				(1,207	)			—				—				—				—				(174	)			7,496
Research and development			14,085				(1,076	)			—				—				—				—				(322	)			12,687
General and administrative			10,583				(2,220	)			—				—				—				—				(291	)			8,072
Depreciation and amortization			6,285				—				(5,935	)			(350	)			—				—				—				—
Goodwill impairment			23,989				—				—				—				—				(23,989	)			—				—
Total operating expenses			63,819				(4,503	)			(5,935	)			(350	)			—				(23,989	)			(787	)			28,255
				​				​				​				​				​				​				​				​
(Loss) income before benefit for income taxes		$	(48,710	)		$	4,503			$	5,935			$	365			$	(372	)		$	23,989			$	600			$	(13,690	)
Net loss attributable to common stockholders		$	(48,697	)		$	4,503			$	5,935			$	365			$	(372	)		$	23,989			$	600			$	(13,677	)
(Loss) earnings per share: basic and diluted		$	(3.94	)		$	0.36			$	0.48			$	0.03			$	(0.03	)		$	1.94			$	0.05			$	(1.11	)

Note: (Loss) earnings per share: basic and diluted - may be impacted by rounding to allow rows to calculate.

¹Other includes costs associated with corporate actions in 2024, including but not limited to special meetings and reverse stock split, offset by licensure of patents.

Exhibit 99.2

PR INQUIRIES: Smith Micro Software Kelly Sulkosky +1 (412) 837-5300 PR@smithmicro.com IR INQUIRIES: Smith Micro Software Charles Messman +1 (949) 362-5800 IR@smithmicro.com

Smith Micro Announces Investment Led by CEO and Founder, Bill Smith

Anticipated Gross Proceeds of Financing Total $4.9 Million

PITTSBURGH, PA, March 4, 2026 – Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI) today announced that it has entered into a securities purchase agreement for the sale of securities to accredited investors pursuant to an unregistered offering, the gross proceeds of which are expected to be approximately $4.9 million, which includes committed investments of approximately $4.6 million from a trust for which Bill Smith, the Company’s chief executive officer and founder, serves as co-trustee, and approximately $90 thousand from Tim Huffmyer, the Company’s chief operating officer and chief financial officer.

The agreement provides for the issuance of secured convertible notes with an aggregate original principal amount of approximately $4.9 million and an initial conversion price of $0.68 per share, subject to adjustment, and warrants to acquire up to an aggregate amount of approximately 9.4 million additional shares of the Company’s common stock in a private placement. Each warrant will be exercisable for one share of common stock at a price of $0.68 per share. The warrants will become exercisable at any time beginning six months after they are issued and will expire five years thereafter.

In connection with the issuance of the secured convertible notes, the Company has agreed to repay in full the principal and interest outstanding under certain notes due March 31, 2026 in the aggregate amount of up to $2.2 million, plus any additional interest amounts that may accrue in connection with an extension of the maturity date thereunder. Certain of the holders of these notes have agreed to reinvest an aggregate of $0.9 million of this repayment in the offering, which reinvestment is included in the overall gross proceeds.

The offering is expected to close on or about March 6, 2026, subject to customary closing conditions.

Smith Micro expects to use the net proceeds from the offering for repayment of the notes due March 31, 2026 as well as for general corporate purposes.

Buchanan Ingersoll & Rooney PC served as legal counsel to the Company for the offering.

The secured convertible notes and the warrants for the offering were offered and are being sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. Accordingly, the privately placed secured convertible notes, warrants and underlying shares of common stock issuable upon conversion of the secured convertible notes or exercise of the warrants issued in the offering may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issuable upon conversion of the secured convertible notes and upon exercise of the warrants issued in connection with the offering.

This press release is not an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 www.smithmicro.com.

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

Forward-Looking Statements

Certain statements in this release are forward-looking statements regarding future events or results within the meaning of the Private Securities Litigation Reform Act, including statements related to the Company’s market and other conditions; the ability of the Company to satisfy all conditions precedent to the closing of the offering; the ability of the Company to satisfy its post-closing obligations in connection with the offering; the anticipated use of proceeds from the offering; and other statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “may,” “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, including risks and uncertainties related to the existence and terms of our secured convertible notes and related agreements, including that they may adversely affect our financial condition and cash flows from operations in the future, completion of the offering on the anticipated terms or at all, market conditions, risks that the closing of the offering may not occur, the Company’s ability to comply with covenants and other restrictions under the definitive agreement for the offering, the satisfaction of offering-related contractual post-closing obligations in connection with the offering, and the anticipated use of proceeds from the offering. 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.

Exhibit 99.3

PR INQUIRIES: Smith Micro Software Kelly Sulkosky +1 (412) 837-5300 PR@smithmicro.com IR INQUIRIES: Smith Micro Software Charles Messman +1 (949) 362-5800 IR@smithmicro.com

Smith Micro Announces Tim Huffmyer to Succeed Bill Smith as President and CEO

PITTSBURGH, PA, March 4, 2026 – Smith Micro Software, Inc. (Nasdaq: SMSI) today announced that it has named current Chief Operating Officer and Chief Financial Officer Tim Huffmyer to serve as Smith Micro’s next President and Chief Executive Officer. Huffmyer will assume the role from Bill Smith, who has been appointed to the role of Executive Chairman. The changes will take effect on March 31, 2026 and follow leadership succession planning led by Smith and the Company’s Board of Directors.

“This planned leadership transition reflects the Board’s ongoing succession planning and commitment to continuity in leadership and disciplined execution,” said Smith. “With Tim’s demonstrated strategic, financial and operational performance, and deep understanding of our business, customer base, and employees, the Board is confident in his ability to lead the Company into its next phase of growth.”

During his tenure as Chief Operating Officer and Chief Financial Officer, Huffmyer has overseen core operational and financial responsibilities, including key strategic initiatives and ongoing transformation efforts. He rejoined the Company in his current dual role in June 2025 after having previously served as the Company’s CFO.

“I am honored by the Board’s confidence and grateful for the opportunity to build on the strong foundation we have established,” said Huffmyer. “And on behalf of the entire Smith Micro team, I extend sincere thanks to Bill for his unwavering dedication and remarkable tenure at the Company’s helm.”

“Leading Smith Micro for the last 44 years has been a privilege, and I look forward to supporting this next chapter as Executive Chairman,” said Smith. “Tim is a proven leader with the experience and judgment to guide the Company forward.”

The Company expects a smooth transition and continued momentum as it continues to build on its strong customer relationships and innovative technology to deliver value to its stockholders, employees and customers.

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 www.smithmicro.com.

Smith Micro and the Smith Micro logo are registered trademarks or 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 future business plans, 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 customer concentration, given that the majority of our sales currently depend on a few large customer relationships; 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; our ability to hire and retain key personnel; the possibility of security and privacy breaches in our systems and in the third-party software and/or systems that we use, damaging client relations and inhibiting our ability to grow; 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; our ability to remain a going concern; our ability to raise additional capital and the risk of such capital not being available to us at commercially reasonable terms or at all; our ability to be profitable; current and potential future negative impacts from cost reduction efforts we have taken and may in the future undertake; changes in our operating income due to shifts in our sales mix and variability in our operating expenses; adverse impact to our results of operations if we fail to realize the full value of our intangible assets; our current client concentration within the vertical wireless carrier market, and the potential impact to our business resulting from changes within this vertical market, or failure to penetrate new markets; rapid technological evolution and resulting changes in demand for our products from our key customers and their end users; intense competition in our industry and the core vertical markets in which we operate, and our ability to successfully compete; the risks inherent with international operations; the impact of evolving information security and data privacy laws on our business and industry; the impact of governmental regulations on our business and industry; our ability to protect our intellectual property and our ability to operate our business without infringing on the rights of others; the risk of being delisted from Nasdaq if we continue to fail to meet any of its applicable listing requirements. 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.

FAQ

What financing did Smith Micro Software (SMSI) announce in March 2026?

Smith Micro entered a private placement for about $4.9 million of secured convertible notes and related warrants. The notes have an initial conversion price of $0.68 per share and are paired with warrants for roughly 9.4 million shares, providing new capital while embedding potential future equity issuance.

How will Smith Micro Software (SMSI) use the $4.9 million in gross proceeds?

Smith Micro plans to repay up to $2.2 million of notes due March 31, 2026 and fund general corporate purposes. Certain noteholders will reinvest approximately $0.9 million into the new offering, helping refinance near-term obligations and modestly extend the company’s liquidity runway.

What are the key terms of Smith Micro’s new secured convertible notes?

The notes carry 8.0% annual interest, rising to 12.0% on default, and mature March 31, 2029. They are payable in monthly installments starting May 1, 2026 and are convertible after six months at $0.68 per share, subject to ownership limits and standard anti-dilution adjustments.

Who is investing in Smith Micro’s March 2026 financing round?

The round is led by a trust for CEO and founder Bill Smith and by Tim Huffmyer. The trust committed about $4.6 million and Huffmyer around $90,000, demonstrating insider participation alongside other accredited investors in the unregistered private placement.

What leadership changes did Smith Micro Software (SMSI) announce?

Effective March 31, 2026, Tim Huffmyer will become President and CEO, and Bill Smith will become Executive Chairman. At the same time, Bethany Braund will be promoted to Chief Financial Officer and Treasurer, formalizing a planned succession and maintaining leadership continuity.

>How did Smith Micro perform financially in fiscal year 2025?

For 2025, Smith Micro reported $17.4 million in revenue and a GAAP net loss of $30.1 million. Gross profit was $12.9 million, or 74.1% of revenue, and non-GAAP net loss was $10.6 million, with year-end cash and equivalents totaling $1.5 million.

What were Smith Micro’s fourth quarter 2025 results?

In Q4 2025, Smith Micro generated $4.0 million in revenue and a GAAP net loss of $4.7 million. Gross profit reached $3.0 million with a 76.4% margin, while non-GAAP net loss was $1.8 million, reflecting ongoing cost reductions versus the prior year’s quarterly performance.

Filing Exhibits & Attachments

10 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 693.8 KB
• EX-99.2 EXHIBIT 99.2 12.8 KB
• EX-99.3 EXHIBIT 99.3 12.1 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 252.4 KB
• EX-10.2 EXHIBIT 10.2 145.4 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 95.5 KB
• 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