[Form 4] Smith Micro Software Inc Insider Trading Activity

Rhea-AI Filing Summary

William W. Smith Jr., who serves as President and CEO and is a director and ~10% owner of Smith Micro Software (SMSI), reported changes in his holdings of common stock. He received 105,635 restricted shares that vest based on performance criteria for the third quarter of 2025. Immediately after, 21,473 shares were withheld to cover income taxes at an average price of $0.82 per share and 4,529 restricted shares were forfeited under the grant terms. Following these transactions, Mr. Smith directly beneficially owns 342,536 shares and indirectly holds 3,309,359 shares through the Smith Living Trust.

Insights

Corporate Governance Expert

TL;DR: Insider received performance-based restricted stock; routine tax withholding and minor forfeiture show standard grant mechanics.

The award of performance-based restricted stock aligns executive compensation with company performance and is a typical governance practice to retain and incentivize senior management. The withholding of shares to satisfy tax obligations and the small forfeiture indicate normal post-grant adjustments rather than unusual equity activity. The combination of substantial indirect trust holdings and direct holdings maintains concentrated insider ownership, which can align management and shareholder interests but also keeps control relatively centralized.

Securities Analyst

TL;DR: Transactions are operationally routine and appear immaterial to market supply; performance vesting ties pay to results.

The grant of 105,635 performance-based restricted shares increases potential future dilution only if performance conditions are met; withholding of 21,473 shares for taxes at $0.82 per share and forfeiture of 4,529 shares are administrative follow-ups. Post-transaction direct ownership of 342,536 shares plus 3.31 million indirect shares through a trust indicates significant insider stake, which may influence liquidity and voting dynamics but does not itself change fundamentals disclosed here.

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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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)
08/14/2025

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
Common Stock	08/14/2025		A		105,635(1)	A	$0	368,538	D
Common Stock	08/15/2025		F		21,473	D	$0.82(2)	347,065	D
Common Stock	08/15/2025		D		4,529(3)	D	$0	342,536	D
Common Stock								3,309,359	I	Smith Living Trust

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

Explanation of Responses:

1. Restricted stock subject to performance-based vesting. Shares will vest in installments subject to satisfaction of performance criteria for the third quarter of 2025.

2. Shares withheld, at an average vesting price of $0.82 per share, for the payment of income taxes.

3. Shares of restricted stock forfeited in accordance with the terms of grant.

	/s/ Jennifer M. Reinke as attorney-in-fact for William W. Smith, Jr.	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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