Smith Micro (SMSI) CEO trust buys convertible note and large warrant

Rhea-AI Filing Summary

SMITH MICRO SOFTWARE, INC. President and CEO William W. Smith Jr., through the Smith Living Trust, reported acquiring derivative securities tied to the company’s common stock. The trust received a common stock purchase warrant covering 8,818,254 shares at a conversion price of $0.6800 per share, exercisable from September 10, 2026 until September 10, 2031. It also acquired a secured convertible note, convertible at $0.6800 per share into 6,743,371 common shares, with an expiration date of March 31, 2029. According to the securities purchase agreement, the trust agreed to purchase the note and warrant for an aggregate price of $4,585,491.93, and the securities were issued on March 10, 2026. These are acquisitions, with no shares sold in this filing.

Insights

Equity & Insider Transactions Analyst

CEO-linked trust commits $4.6M to convertible note and warrant, expanding potential equity exposure.

The Smith Living Trust, associated with Smith Micro’s President and CEO, agreed to purchase a secured convertible note and a large warrant package for an aggregate $4,585,491.93. Both instruments are convertible into common stock at a fixed price of $0.6800 per share.

The warrant covers 8,818,254 shares and is exercisable between September 10, 2026 and September 10, 2031, while the secured convertible note is convertible into 6,743,371 shares and expires on March 31, 2029. These are derivative acquisitions rather than open-market stock purchases or sales.

This structure combines financing for the company with significant future equity optionality for the CEO-linked trust. Actual impact on ownership and potential dilution will depend on if and when conversions or warrant exercises occur, which are not specified in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH WILLIAM W JR

(Last) (First) (Middle)

5800 CORPORATE DRIVE

(Street)

PITTSBURGH PA 15237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITH MICRO SOFTWARE, INC. [ SMSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common stock purchase warrant	$0.68	03/10/2026		A		8,818,254		09/10/2026	09/10/2031	Common stock	8,818,254	(1)	8,818,254	I	Smith Living Trust
Secured convertible note	$0.68	03/10/2026		A		$4,585,491.93(2)		09/10/2026	03/31/2029	Common stock	6,743,371(3)	(1)	$4,585,491.93	I	Smith Living Trust

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement, dated March 4, 2026, between Smith Micro Software, Inc. and the Buyer parties thereto, Smith Living Trust agreed to purchase a secured convertible note together with a warrant for an aggregate purchase price of $4,585,491.93. The purchase was completed and the securities were issued on March 10, 2026.

2. Original principal amount of the secured convertible note (in dollars).

3. Assumes conversion of the full original principal amount of the secured convertible note into shares of common stock.

	/s/ Jennifer M. Reinke as attorney-in-fact for William W. Smith, Jr.	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Smith Micro (SMSI) report in this Form 4 filing?

Smith Micro reported that the Smith Living Trust, associated with its President and CEO, acquired a secured convertible note and a common stock purchase warrant, both linked to company common stock, as part of a securities purchase completed on March 10, 2026.

How many Smith Micro (SMSI) shares are covered by the new warrant?

The newly acquired common stock purchase warrant covers 8,818,254 shares of Smith Micro common stock. It has a conversion price of $0.6800 per share and is exercisable from September 10, 2026 through September 10, 2031, if the holder chooses to exercise.

What are the key terms of the Smith Micro (SMSI) secured convertible note?

The secured convertible note held by the Smith Living Trust is convertible into 6,743,371 Smith Micro common shares at $0.6800 per share. It carries an expiration date of March 31, 2029, providing multi-year potential for conversion into equity.

How much did the Smith Living Trust invest in Smith Micro (SMSI) securities?

Under the securities purchase agreement, the Smith Living Trust agreed to buy the secured convertible note and warrant for a combined purchase price of $4,585,491.93. The transaction closed and the securities were issued on March 10, 2026.

Is the Smith Micro (SMSI) Form 4 a stock sale by the CEO?

No, the Form 4 reports acquisitions of derivative securities by the Smith Living Trust, associated with the CEO. It records a warrant and a secured convertible note that can become common shares later, but no open-market stock sales occur in this filing.

Who holds the new Smith Micro (SMSI) warrant and note reported on Form 4?

Both the common stock purchase warrant and the secured convertible note are held indirectly through the Smith Living Trust. The reporting person, William W. Smith Jr., President and CEO of Smith Micro, reports these holdings as indirect ownership.