Smith Micro (NASDAQ: SMSI) CEO details tax withholding and forfeited shares

Rhea-AI Filing Summary

Smith Micro Software President and CEO William W. Smith Jr. reported two dispositions of common stock that did not involve open-market selling. On February 27, 43,366 shares were withheld at an average vesting price of $0.523 per share to cover income taxes on vesting restricted stock, and on March 4, 12,626 shares of restricted stock were forfeited under the grant terms.

After these direct dispositions to the issuer and for tax withholding, he directly owned 301,669 shares of common stock. A separate indirect line shows 5,517,674 shares held through the Smith Living Trust following the February 27 date.

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

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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)
02/27/2026

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
Common stock	02/27/2026		F		43,366	D	$0.523(1)	314,325	D
Common stock	03/04/2026		D		12,626(2)	D	$0	301,669	D
Common stock								5,517,674	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. Shares withheld, at an average vesting price of $0.523 per share, for the payment of income taxes.

2. 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.	03/06/2026
	** 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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FAQ

What insider transactions did SMSI CEO William W. Smith Jr. report?

William W. Smith Jr. reported two share dispositions. One involved 43,366 shares withheld at $0.523 per share for income taxes, and another involved 12,626 restricted shares forfeited under grant terms. These were administrative, non–open-market transactions with the issuer.

Were the recent SMSI insider transactions open-market sales?

The reported SMSI insider transactions were not open-market sales. Shares were withheld to pay income taxes on vesting restricted stock and forfeited under grant terms, both categorized as dispositions to the issuer rather than discretionary market sales to outside buyers.

How many SMSI shares does William W. Smith Jr. own directly after these transactions?

After the reported dispositions, William W. Smith Jr. directly owned 301,669 shares of Smith Micro common stock. This figure reflects his remaining direct holdings following tax-withholding of restricted shares and forfeiture of additional restricted stock back to the issuer.

What was the purpose of the 43,366 SMSI shares withheld on February 27?

The 43,366 Smith Micro shares were withheld at an average vesting price of $0.523 per share to pay income taxes due on vesting restricted stock. This tax-withholding disposition settled the tax obligation without a separate cash payment by the reporting person.

What does the forfeiture of 12,626 SMSI shares on March 4 represent?

The 12,626 Smith Micro shares forfeited on March 4 represent restricted stock returned to the issuer under the original grant terms. Such forfeitures usually occur when vesting conditions are not met or specified events occur, and do not involve cash proceeds from a market sale.

What is the role of the Smith Living Trust in SMSI share ownership?

An indirect ownership line shows 5,517,674 Smith Micro shares held through the Smith Living Trust as of February 27. This indicates a large block is owned indirectly via the trust, separate from William W. Smith Jr.’s directly held 301,669 shares following the reported dispositions.