Smith Micro Software (SMSI) chair reports 40.2% beneficial ownership stake

Rhea-AI Filing Summary

William W. Smith, Jr., Executive Chairman of Smith Micro Software, Inc., filed Amendment No. 4 to his Schedule 13D to update his beneficial ownership after a 1-for-5 reverse stock split and warrant changes. He now reports beneficial ownership of 2,635,201 shares, representing 40.2% of the common stock. This includes sole voting and dispositive power over 58,704 shares and shared power over 2,576,497 shares held by the Smith Living Trust, of which 1,472,962 shares can be acquired within sixty days through warrant exercises. The filing notes that a common stock purchase warrant for 296,033 shares, bought on February 3, 2026 by the Smith Living Trust, has become exercisable within sixty days, and all share figures reflect the post-split share count, based on 5,086,650 shares outstanding after the reverse split.

Insights

Equity ownership and governance analyst

Filing updates a large insider’s 40.2% stake after split and warrants.

Smith Micro Software's Executive Chairman, William W. Smith, Jr., reports beneficial ownership of 2,635,201 shares, or 40.2% of the common stock. This concentration combines direct holdings and a large position in the Smith Living Trust, reflecting significant insider influence.

The trust holds 2,576,497 shares, including 1,472,962 shares issuable upon warrant exercises within sixty days under Rule 13d-3(d)(1)(i). A warrant for 296,033 shares purchased on February 3, 2026 has now become exercisable, prompting this amendment.

The calculations use 5,086,650 shares outstanding following a 1-for-5 reverse stock split effective June 5, 2026. Future company filings may show how actual warrant exercises affect the mix between outstanding shares and warrant-based beneficial ownership.

Key Figures

Beneficial ownership: 2,635,201 shares Beneficial ownership percentage: 40.2% of common stock Shares outstanding post-split: 5,086,650 shares +5 more

8 metrics

Beneficial ownership 2,635,201 shares Total shares beneficially owned by William W. Smith, Jr.

Beneficial ownership percentage 40.2% of common stock Percent of class represented by 2,635,201 shares

Shares outstanding post-split 5,086,650 shares Common stock outstanding following 1-for-5 reverse stock split

Warrant-acquirable shares 1,472,962 shares Shares acquirable within 60 days via Smith Living Trust warrants

Trust-held shares (shared power) 2,576,497 shares Shares held by Smith Living Trust with shared voting/dispositive power

Directly held shares 58,704 shares Shares with sole voting and dispositive power (0.9% of common stock)

New warrant size 296,033 shares Common stock purchase warrant that became exercisable within 60 days

Reverse stock split ratio 1-for-5 Reverse stock split effective June 5, 2026

Key Terms

Reverse Stock Split, beneficial ownership, common stock purchase warrant, Schedule 13D, +2 more

6 terms

Reverse Stock Split financial

"The Issuer completed a 1 for 5 reverse stock split with a market effective date of June 5, 2026 ("Reverse Stock Split")."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

beneficial ownership financial

"In the aggregate, William W. Smith, Jr. has beneficial ownership of 2,635,201 shares (or 40.2%) of the Common Stock."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

common stock purchase warrant financial

"a common stock purchase warrant exercisable for 296,033 shares of Common Stock which as a result of the passage of time has become exercisable within 60 days."

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

Schedule 13D regulatory

"This is Amendment No. 4 (this "Amendment") to (as previously amended, the "Schedule") filed on November 17, 2025 by William W. Smith, Jr."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Rule 13d-3(d)(1)(i) regulatory

"upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i)."

Smith Living Trust financial

"The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees."

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

SMITH MICRO SOFTWARE, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

832154504

(CUSIP Number)

William W. Smith, Jr.
Smith Micro Software, Inc., 120 Vantis Drive, Suite 350
Aliso Viejo, CA, 92656
(949) 362-5800

Jennifer M. Reinke
Smith Micro Software, Inc., 5800 Corporate Drive
Pittsburgh, PA, 15237
(412) 837-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/04/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 832154504

1

Name of reporting person

SMITH WILLIAM W JR

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 58,704.00
8	Shared Voting Power 2,576,497.00
9	Sole Dispositive Power 58,704.00
10	Shared Dispositive Power 2,576,497.00

11

Aggregate amount beneficially owned by each reporting person

2,635,201.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(Explanatory Note) This is Amendment No. 4 (this "Amendment") to Schedule 13D (as previously amended, the "Schedule") filed on November 17, 2025 by William W. Smith, Jr., relating to the ownership of shares of Common Stock, par value $0.001 per share (the "Common Stock") of Smith Micro Software, Inc., a Delaware corporation (the "Issuer"). The Issuer completed a 1 for 5 reverse stock split with a market effective date of June 5, 2026 ("Reverse Stock Split"). On the market effective date of the Reverse Stock Split, the Issuer's common stock commenced trading under a new CUSIP number, 832154504. All share numbers contained in this Form 13D/A reflect the effectiveness of the Reverse Stock Split. The purpose of this Amendment is to reflect changes resulting from a common stock purchase warrant purchased on February 3, 2026 for investment purposes by the Smith Living Trust, for which William W. Smith, Jr. serves as co-trustee, having become exercisable within 60 days. Except as specifically set forth herein, the Schedule otherwise remains unmodified. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule. (1) The shared voting power and aggregate amount beneficially owned by the Reporting Person includes 2,576,497 shares held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. (2) The percent of class beneficially owned by the Reporting Person is based on 5,086,650 shares of common stock outstanding following the Reverse Stock Split (which is based on 25,433,247 shares of common stock outstanding prior to the Reverse Stock Split, as reflected in the records of the Issuer's transfer agent) and 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: SMITH MICRO SOFTWARE, INC.
(c)	Address of Issuer's Principal Executive Offices: 5800 CORPORATE DRIVE, PITTSBURGH, PENNSYLVANIA , 15237.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by William W. Smith, Jr.
(b)	William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656.
(c)	William W. Smith, Jr. is the Executive Chairman of the Issuer's Board of Directors. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656.
(d)	During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	USA
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Common Stock covered by this filing include shares purchased in the open market from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the Issuer pursuant to private placement offerings of Common Stock and warrants exercisable for shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust. The shares of Common Stock covered by this filing also include those of such shares held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule is hereby amended to add the following: As noted in the Explanatory Note, on February 3, 2026, the Smith Living Trust purchased for investment purposes a common stock purchase warrant exercisable for 296,033 shares of Common Stock which as a result of the passage of time has become exercisable within 60 days.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 58,704 shares (0.9% of the Common Stock) and shared voting and dispositive power over 2,576,497 shares (39.3% of the Common Stock), including 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 2,635,201 shares (or 40.2%) of the Common Stock. The above calculations are based on 5,086,650 shares of common stock outstanding following the Reverse Stock Split (which is based on 25,433,247 shares of common stock outstanding prior to the Reverse Stock Split, as reflected in the records of the Issuer's transfer agent) and 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i).
(b)	Item 5(b) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 58,704 shares (0.9% of the Common Stock) and shared voting and dispositive power over 2,576,497 shares (39.3% of the Common Stock), including 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 2,635,201 shares (or 40.2%) of the Common Stock. The above calculations are based on 5,086,650 shares of common stock outstanding following the Reverse Stock Split (which is based on 25,433,247 shares of common stock outstanding prior to the Reverse Stock Split, as reflected in the records of the Issuer's transfer agent) and 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i).
(c)	On June 4, 2026, a common stock purchase warrant for 296,033 shares purchased on February 3, 2026 for investment purposes by the Smith Living Trust, for which William W. Smith, Jr. serves as co-trustee, became exercisable within 60 days.
(d)	Item 5(d) is hereby amended and restated as follows: As identified above, 2,576,497 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 1,472,962 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following information: Items 5(a), 5(b), 5(c) and 5(d) are incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 7.1 - Form of Common Stock Purchase Warrant by and between the Issuer and the Smith Living Trust, dated February 3, 2026, incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed on February 5, 2026 https://www.sec.gov/ix?doc=/Archives/edgar/data/948708/000143774926003194/smsi20260205_8k.htm

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SMITH WILLIAM W JR

Signature:	/s/ William W. Smith, Jr.
Name/Title:	William W. Smith, Jr.
Date:	06/08/2026

FAQ

What ownership stake does William W. Smith Jr. report in Smith Micro Software (SMSI)?

He reports beneficial ownership of 2,635,201 Smith Micro shares, equal to 40.2% of the common stock. This figure combines his direct holdings and shares held through the Smith Living Trust, including warrant-exercisable shares counted under Rule 13d-3(d)(1)(i).

How many Smith Micro Software shares does the Smith Living Trust hold or control?

The Smith Living Trust holds 2,576,497 Smith Micro shares with shared voting and dispositive power. This includes 1,472,962 shares of common stock that are not yet outstanding but can be acquired within sixty days through the exercise of warrants held by the trust.

What impact did the reverse stock split have on Smith Micro Software (SMSI) share counts?

Smith Micro completed a 1-for-5 reverse stock split, resulting in 5,086,650 shares outstanding, based on 25,433,247 pre-split shares. All ownership and warrant figures in the amendment are presented on this post-split basis, aligning beneficial ownership calculations with the new share structure.

What new warrant-related change triggered this Smith Micro Software Schedule 13D/A amendment?

A common stock purchase warrant for 296,033 shares, bought on February 3, 2026 by the Smith Living Trust, became exercisable within sixty days. Because these warrant shares now count toward beneficial ownership, the amendment updates William W. Smith Jr.’s reported position and percentages.

How many Smith Micro Software shares does William W. Smith Jr. hold directly versus through the trust?

He has sole voting and dispositive power over 58,704 Smith Micro shares, or 0.9% of the common stock. He shares voting and dispositive power over 2,576,497 additional shares through the Smith Living Trust, resulting in total beneficial ownership of 2,635,201 shares, or 40.2%.

How is the 40.2% beneficial ownership percentage for Smith Micro Software calculated?

The 40.2% reflects 2,635,201 beneficially owned shares divided by a base of 5,086,650 outstanding shares after the reverse split plus 1,472,962 warrant-shares acquirable within sixty days. This calculation follows Rule 13d-3(d)(1)(i) for including near-term exercisable warrants.