| 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 Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. |
| (c) | William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. 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 is hereby amended to add the following:
As noted in the Explanatory Note, the Smith Living Trust purchased a warrant exercisable for 1,480,165 shares of Common Stock of the Issuer for investment purposes.
|
| 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 367,397 shares (1.2% of the Common Stock) and shared voting and dispositive power over 9,079,123 shares (31.0% of the Common Stock), including 3,561,449 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 9,446,520 shares (or 32.2%) of the Common Stock.
The above calculations are based on 25,763,019 shares of common stock outstanding as of February 3, 2026, as reflected in the records of the Issuer's transfer agent, and 3,561,449 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 367,397 shares (1.2% of the Common Stock) and shared voting and dispositive power over 9,079,123 shares (31.0% of the Common Stock), including 3,561,449 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 9,446,520 shares (or 32.2%) of the Common Stock.
The above calculations are based on 25,763,019 shares of common stock outstanding as of February 3, 2026, as reflected in the records of the Issuer's transfer agent, and 3,561,449 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 December 9, 2025, Mr. Smith was granted 119,049 shares of Common stock subject to performance-based vesting for no consideration. The shares will vest in installments subject to satisfaction of performance criteria for the fourth quarter of 2025.
On December 10, 2025, the Smith Living Trust sold 38,697 shares of Common Stock for tax planning purposes in a series of transactions with a price range of $0.6000 to $0.6324, inclusive, with a weighted average price of $0.6028. The reporting person undertakes to provide to Smith Micro Software, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
On December 11, 2025, the Smith Living Trust sold 36,597 shares of Common Stock for tax planning purposes in a series of transactions with a price range of $0.5800 to $0.5935, inclusive, with a weighted average price of $0.5813. The reporting person undertakes to provide to Smith Micro Software, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
On December 17, 2025, 1,000 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.6225 per share, for the payment of income taxes.
On February 3, 2026, a common stock purchase warrant exercisable for 1,480,165 shares of Common Stock was purchased by the Smith Living Trust together with a promissory note in exchange for aggregate consideration of approximately $1,000,000. Such warrant is not exercisable until August 3, 2026.
|
| (d) | Item 5(d) is hereby amended and restated as follows:
As identified above, 9,079,123 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 3,561,449 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 Company and the Smith Living Trust, dated February 3, 2026, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 5, 2026.
https://www.sec.gov/Archives/edgar/data/948708/000143774926003194/ex_917228.htm |
