Smith Micro CEO's trust acquires 518,561 warrants at $0.73 strike

Rhea-AI Filing Summary

William W. Smith Jr., a director, president and CEO and 10% owner of Smith Micro Software, Inc. (SMSI), reported on Form 4 the purchase of a common stock purchase warrant on 09/17/2025. The warrant, with a $0.73 exercise price, covers 518,561 shares and is exercisable beginning 03/17/2026 and expires 03/17/2031. The instrument was acquired by the Smith Living Trust, for which Mr. Smith serves as co-trustee, together with a promissory note for aggregate consideration of approximately $433,000. Following the transaction the trust beneficially owns 518,561 warrants tied to the companys common stock.

Positive

• Insider purchase: 518,561 common stock purchase warrants acquired, indicating insider alignment with company equity.
• Clear disclosure: Transaction reported on Form 4 with exercise price ($0.73), exercisable and expiration dates (03/17/2026 to 03/17/2031).

Negative

• Indirect ownership: Securities were acquired by the Smith Living Trust, not directly by the reporting person.
• Promissory note financing: Purchase involved a promissory note, which may affect the financial dynamics of the acquisition.

Insights

Financial Analyst

TL;DR Insider purchase of 518,561 warrants signals management financial commitment at a modest dollar amount.

The acquisition of 518,561 common stock purchase warrants at a $0.73 strike for about $433,000 represents a direct insider-aligned capital exposure to SMSIs equity upside. Warrants exercisable from 03/17/2026 through 03/17/2031 allow leveraged participation if the share price rises above $0.73. For investors, this is a constructive signal that a senior executive and significant owner is increasing indirect exposure through a trust; it does not change current basic share count until exercise and carries standard dilution risk if exercised.

Corporate Governance Expert

TL;DR Transaction is disclosed properly but was executed by a trust using a promissory note, warranting governance transparency.

The Form 4 shows the Smith Living Trust purchased the warrants along with a promissory note for aggregate consideration of approximately $433,000, and Mr. Smith is co-trustee. The filing appropriately reports indirect beneficial ownership. From a governance perspective, this is routine insider activity but stakeholders should note the use of a trust and financing via note when assessing alignment and potential related-party implications; the Form 4 provides the necessary basic detail.

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).

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)
09/17/2025

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

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	$0.73	09/17/2025		A		518,561		03/17/2026	03/17/2031	Common stock	518,561	(1)	518,561	I	Smith Living Trust

Explanation of Responses:

1. The common stock purchase warrant was purchased from the issuer by Smith Living Trust (for which William W. Smith, Jr. serves as co-trustee) together with a promissory note in exchange for aggregate consideration of approximately $433,000.

	/s/ Jennifer M. Reinke as attorney-in-fact for William W. Smith, Jr.	09/18/2025
	** 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 William W. Smith Jr. report on Form 4 for SMSI?

He reported that the Smith Living Trust acquired 518,561 common stock purchase warrants on 09/17/2025 with an aggregate consideration of approximately $433,000.

What are the terms of the warrants reported in the Form 4 (SMSI)?

The warrants have a $0.73 exercise price, are exercisable beginning 03/17/2026, and expire on 03/17/2031.

Does William W. Smith Jr. own the securities directly?

No. The Form 4 shows indirect beneficial ownership via the Smith Living Trust, for which he serves as co-trustee.

How much did the trust pay for the warrants according to the filing?

The filing states the warrants were purchased together with a promissory note for aggregate consideration of approximately $433,000.

When was the Form 4 signed and filed?

The Form 4 includes a signature by an attorney-in-fact dated 09/18/2025.