SMSI insider purchase: 2,236,136 shares at $0.6708 with warrants

Rhea-AI Filing Summary

Smith Micro Software (SMSI) reported an insider purchase by President, CEO, Director, and 10% Owner William W. Smith Jr. (via Smith Living Trust). The trust acquired 2,236,136 shares of common stock at $0.6708 per share on 11/07/2025 and received a warrant to purchase an equal number of shares.

The warrant becomes exercisable upon the date it is approved by the company’s stockholders in accordance with applicable Nasdaq rules and will expire five years after that approval date. Following the transaction, beneficial holdings were 5,592,968 shares indirect (Smith Living Trust) and 294,062 shares direct, with 2,236,136 warrants indirect.

Insights

Corporate governance analyst

Large insider buy with contingent warrants; neutral near-term impact.

William W. Smith Jr., as CEO/Director/10% Owner, acquired 2,236,136 shares at $0.6708 each and received warrants for an equal amount. The filing states the warrants become exercisable only after stockholder approval under Nasdaq rules, introducing a clear gating condition.

The post-transaction position lists 5,592,968 indirect shares and 294,062 direct shares, plus 2,236,136 warrants. Any future share issuance from warrant exercises depends on the stockholder approval date; absent that date, the timing remains conditioned by approval.

If approved, the warrants would be exercisable until five years after the approval date. Subsequent disclosures may provide the approval outcome and any resulting exercises.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider SMITH WILLIAM W JR

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common stock purchase warrant	2,236,136	$0.00	--
Grant/Award	Common Stock	2,236,136	$0.6708	$1.50M
holding	Common Stock	--	--	--

Holdings After Transaction: Common stock purchase warrant — 2,236,136 shares (Indirect, Smith Living Trust); Common Stock — 5,592,968 shares (Indirect, Smith Living Trust); Common Stock — 294,062 shares (Direct)

Footnotes (1)

1. Pursuant to a Securities Purchase Agreement dated November 5, 2025, between Smith Micro Software, Inc. (the "Company") and the Purchaser parties thereto, Smith Living Trust (for which William W. Smith, Jr. serves as co-trustee) agreed to purchase 2,236,136 shares of common stock, together with a warrant to purchase an equal number of shares of common stock, at a purchase price of $0.6708 per share. The purchase was completed and the securities were issued on November 7, 2025. The warrant will become exercisable upon the date that it is approved by the Company's stockholders in accordance with applicable Nasdaq rules (the "Stockholder Approval Date"). Five (5) years after the Stockholder Approval Date.

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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)
11/07/2025

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	11/07/2025		A		2,236,136	A	$0.6708(1)	5,592,968	I	Smith Living Trust
Common Stock								294,062	D

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	$0.6708	11/07/2025		A		2,236,136		(2)	(3)	Common stock	2,236,136	(1)	2,236,136	I	Smith Living Trust

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement dated November 5, 2025, between Smith Micro Software, Inc. (the "Company") and the Purchaser parties thereto, Smith Living Trust (for which William W. Smith, Jr. serves as co-trustee) agreed to purchase 2,236,136 shares of common stock, together with a warrant to purchase an equal number of shares of common stock, at a purchase price of $0.6708 per share. The purchase was completed and the securities were issued on November 7, 2025.

2. The warrant will become exercisable upon the date that it is approved by the Company's stockholders in accordance with applicable Nasdaq rules (the "Stockholder Approval Date").

3. Five (5) years after the Stockholder Approval Date.

	/s/ Jennifer M. Reinke as attorney-in-fact for William W. Smith, Jr.	11/10/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did SMSI’s insider purchase?

The Smith Living Trust bought 2,236,136 common shares at $0.6708 per share and received a warrant for 2,236,136 shares.

Who is the reporting person in SMSI’s Form 4?

William W. Smith Jr., SMSI’s President, CEO, Director, and a 10% Owner, reporting through the Smith Living Trust.

When did the SMSI transaction occur?

The purchase and issuance were completed on 11/07/2025.

When can the warrants be exercised?

They become exercisable on the date they are approved by stockholders under applicable Nasdaq rules and expire five years after that approval date.

What are the insider’s holdings after the transaction?

Beneficial ownership shows 5,592,968 shares indirect (trust), 294,062 shares direct, and 2,236,136 warrants indirect.

Was the purchase price disclosed?

Yes. The common shares were acquired at $0.6708 per share.