Smith Micro (SMSI) Officer Vesting, Tax-Withholding and Forfeiture Disclosed

Rhea-AI Filing Summary

Timothy C. Huffmyer, VP/COO/CFO/Treasurer of Smith Micro Software (SMSI), reported changes in his beneficial ownership reflecting vesting, tax-withholding and a forfeiture. On 08/14/2025 he was granted 66,902 restricted shares that are performance-based and will vest in installments tied to third-quarter-2025 criteria. On 08/15/2025 21,343 shares were withheld to satisfy income taxes at an average vesting price of $0.87 per share, and 1,104 restricted shares were forfeited per the grant terms. After these transactions he beneficially owned 180,131 shares directly.

Positive

• 66,902 performance-based restricted shares granted to the reporting officer, aligning compensation with future performance
• Grant structure indicates performance-based vesting tied to third-quarter-2025 criteria, aligning executive incentives with company results

Negative

• 21,343 shares were withheld to pay income taxes at an average price of $0.87, reducing the officer's immediately available holdings
• 1,104 restricted shares were forfeited under the grant terms

Insights

Securities Analyst

TL;DR: Routine insider vesting and tax-related withholding; not an operational signal but alters director's share count.

This Form 4 documents a standard executive compensation event: a performance-based restricted stock grant followed by tax withholding and a small forfeiture. The grant of 66,902 shares increases potential upside if performance metrics are met; however, the shares are not yet vested and are subject to performance conditions for Q3 2025. The withholding of 21,343 shares to cover taxes reduces immediate outstanding holdings, and the 1,104-share forfeiture is immaterial in absolute terms. Overall, these are compensation mechanics rather than market-moving transactions.

Corporate Governance Expert

TL;DR: Compensation administration disclosed; shows alignment with performance metrics but contains no new governance concerns.

The disclosure shows the company uses performance-based restricted stock to remunerate senior officers, which aligns executive pay with company performance. The filing clarifies vesting conditions and tax withholding; it also includes an attorney-in-fact signature, indicating proper execution. There are no indications of accelerated vesting, related-party transfers, or unusual dispositions that would raise governance flags.

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^*

Huffmyer Timothy C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, COO, CFO and Treasurer

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		66,902(1)	A	$0	202,578	D
Common Stock	08/15/2025		F		21,343	D	$0.87(2)	181,235	D
Common Stock	08/15/2025		D		1,104(3)	D	$0	180,131	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

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 $0.87 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 Timothy C. Huffmyer	08/18/2025
	** 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.
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FAQ

What did Timothy C. Huffmyer report on Form 4 for SMSI?

He reported a 66,902-share performance-based restricted stock grant, 21,343 shares withheld for taxes at $0.87, and forfeiture of 1,104 shares.

When will the granted shares vest?

The granted shares are performance-based and will vest in installments subject to satisfaction of third-quarter-2025 performance criteria.

How many shares does Huffmyer beneficially own after these transactions?

After the reported transactions he beneficially owned 180,131 shares directly.

Were any shares sold in the transactions reported?

No open-market sales are reported; the filing shows a grant, tax-withholding, and a forfeiture—no sale proceeds other than the tax withholding.

Does this Form 4 indicate any governance or compliance issues?

No. The filing follows standard reporting conventions and includes an attorney-in-fact signature; there are no disclosures of related-party transfers or unusual dispositions.