Smith Micro (NASDAQ: SMSI) chair details 11.7M-share stake post warrant changes

Rhea-AI Filing Summary

Smith Micro Software’s Executive Chairman William W. Smith, Jr. filed Amendment No. 3 to his Schedule 13D to update his ownership in the company’s common stock. He now reports beneficial ownership of 11,695,827 shares, representing 37.3% of the common stock under SEC rules.

Smith has sole voting and dispositive power over 293,520 shares and shared power over 11,402,307 shares held by the Smith Living Trust, where he and his spouse are co‑trustees. This includes 5,884,633 shares the trust can acquire within 60 days through warrants, such as a warrant for 2,236,136 shares and adjusted warrants now exercisable for 1,073,390 shares, all following shareholder approvals on May 26, 2026.

Key Figures

Beneficial ownership: 11,695,827 shares Ownership percentage: 37.3% Sole voting/dispositive power: 293,520 shares +5 more

8 metrics

Beneficial ownership 11,695,827 shares Aggregate beneficial ownership of common stock

Ownership percentage 37.3% Percent of class represented by beneficial ownership

Sole voting/dispositive power 293,520 shares Shares over which Smith has sole power

Shared voting/dispositive power 11,402,307 shares Shares held via Smith Living Trust

Warrants exercisable within 60 days 5,884,633 shares Shares acquirable by Smith Living Trust through warrants

Newly exercisable warrant 2,236,136 shares Warrant dated November 7, 2025, post May 26, 2026 approval

Adjusted September 2025 warrants 1,073,390 shares Originally 986,342 shares, plus 87,048 additional shares

Shares outstanding 25,433,247 shares Common stock outstanding as of May 26, 2026

Key Terms

Schedule 13D, beneficial ownership, warrants, Smith Living Trust, +2 more

6 terms

Schedule 13D regulatory

"This is Amendment No. 3 (this "Amendment") to (as previously amended, the "Schedule") filed on November 17, 2025"

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.

beneficial ownership financial

"In the aggregate, William W. Smith, Jr. has beneficial ownership of 11,695,827 shares (or 37.3%) 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.

warrants financial

"common stock purchase warrants which pursuant to certain adjustment provisions have become exercisable for an additional 87,048 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Smith Living Trust financial

"The shared voting power and aggregate amount beneficially owned by the Reporting Person includes 11,402,307 shares held in the name of the Smith Living Trust"

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

"in accordance with Rule 13d-3(d)(1)(i)."

dispositive power financial

"has sole voting and dispositive power over 293,520 shares (0.9% of the Common Stock) and shared voting and dispositive power over 11,402,307 shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

SMITH MICRO SOFTWARE, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

832154405

(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)

05/26/2026

(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): 832154405

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 293,520.00
8	Shared Voting Power 11,402,307.00
9	Sole Dispositive Power 293,520.00
10	Shared Dispositive Power 11,402,307.00

11

Aggregate amount beneficially owned by each reporting person

11,695,827.00

12

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

13

Percent of class represented by amount in Row (11)

37.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(Explanatory Note) This is Amendment No. 3 (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 purpose of this Amendment is to reflect changes resulting from (i) the May 26, 2026 approval by the Issuer's shareholders of matters related to that certain warrant dated November 7, 2025 held by the Smith Living Trust, which warrant became exercisable for 2,236,136 shares upon such shareholder approval; (ii) the May 26, 2026 approval by the Issuer's shareholders of matters related to warrants dated September 11 and September 17, 2025 held by the Smith Living Trust, which warrants were originally exercisable for 986,342 shares of Common Stock and became exercisable for an additional 87,048 shares upon such shareholder approval, such that they are now exercisable for 1,073,390 shares of Common Stock; and (iii) certain other changes in beneficial ownership and reporting information since the filing of the last amendment to the Schedule. 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 11,402,307 shares held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 5,884,633 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 25,433,247 shares of common stock outstanding as of May 26, 2026, as reflected in the records of the Issuer's transfer agent and 5,884,633 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, the Smith Living Trust purchased for investment purposes a common stock purchase warrant exercisable for 2,236,136 shares of Common Stock and common stock purchase warrants which pursuant to certain adjustment provisions have become exercisable for an additional 87,048 shares of Common Stock of the Issuer.
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 293,520 shares (0.9% of the Common Stock) and shared voting and dispositive power over 11,402,307 shares (36.4% of the Common Stock), including 5,884,633 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 11,695,827 shares (or 37.3%) of the Common Stock. The above calculations are based on 25,433,247 shares of common stock outstanding as of May 26, 2026, as reflected in the records of the Issuer's transfer agent and 5,884,633 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 293,520 shares (0.9% of the Common Stock) and shared voting and dispositive power over 11,402,307 shares (36.4% of the Common Stock), including 5,884,633 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 11,695,827 shares (or 37.3%) of the Common Stock. The above calculations are based on 25,433,247 shares of common stock outstanding as of May 26, 2026, as reflected in the records of the Issuer's transfer agent and 5,884,633 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 April 27, 2026, 1,618 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.70 per share, for the payment of income taxes. On May 14, 2026, 1,618 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.8685 per share, for the payment of income taxes. On May 26, 2026, the Issuer's shareholders approved matters related to that certain warrant dated November 7, 2025 held by the Smith Living Trust for investment purposes, which warrant became exercisable for 2,236,136 shares upon such shareholder approval. On May 26, 2026, the Issuer's shareholders approved matters related to warrants dated September 11 and September 17, 2025 held by the Smith Living Trust for investment purposes, which warrants were originally exercisable for 986,342 shares of Common Stock and became exercisable for an additional 87,048 shares upon such shareholder approval. Accordingly, these warrants are exercisable for 1,073,390 shares of Common Stock.
(d)	Item 5(d) is hereby amended and restated as follows: As identified above, 11,402,307 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 5,884,633 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 Warrants by and between the Issuer and the Smith Living Trust, dated September 11, 2025 and September 17, 2025 respectively, incorporated by reference to Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed on September 17, 2025. https://www.sec.gov/Archives/edgar/data/948708/000143774925029302/ex_862123.htm Exhibit 7.2 - Form of Private Placement Common Stock Purchase Warrant by and between the Issuer and the Smith Living Trust, dated November 7, 2025, incorporated by reference to Exhibit 4.2 of the Issuer's Current Report on Form 8-K filed on November 10, 2025. https://www.sec.gov/Archives/edgar/data/948708/000143774925034101/ex_885099.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:	William W. Smith, Jr.
Name/Title:	William W. Smith, Jr.
Date:	05/28/2026

FAQ

What does the new Schedule 13D/A say about SMSI ownership by William W. Smith, Jr.?

The amendment reports that William W. Smith, Jr. beneficially owns 11,695,827 Smith Micro shares, or 37.3% of the common stock. This total includes shares held directly and through the Smith Living Trust, plus shares underlying warrants exercisable within 60 days.

How many Smith Micro (SMSI) shares does the Smith Living Trust control?

The Smith Living Trust holds or controls 11,402,307 Smith Micro shares over which Smith has shared voting and dispositive power. This includes 5,884,633 shares not yet outstanding that the trust can acquire within 60 days through the exercise of warrants, under SEC beneficial ownership rules.

What warrant approvals affected William W. Smith Jr.’s SMSI stake?

On May 26, 2026, shareholders approved matters related to a November 7, 2025 warrant for 2,236,136 shares and September 2025 warrants. Those September warrants, originally for 986,342 shares, became exercisable for an additional 87,048 shares, totaling 1,073,390 shares.

What portion of Smith Micro’s common stock is used to calculate Smith’s 37.3% stake?

The 37.3% beneficial ownership is based on 25,433,247 Smith Micro shares outstanding as of May 26, 2026, plus 5,884,633 additional shares the Smith Living Trust can acquire within 60 days via warrants, as permitted under Rule 13d-3(d)(1)(i).

How much of SMSI stock does William W. Smith Jr. hold directly versus through the trust?

He has sole voting and dispositive power over 293,520 shares held directly and shared power over 11,402,307 shares held by the Smith Living Trust. Combined, this results in beneficial ownership of 11,695,827 shares of Smith Micro common stock.

Were there recent SMSI share transactions related to tax withholding for William W. Smith Jr.?

Yes. On April 27, 2026, 1,618 shares were withheld at an average vesting price of $0.70 per share to pay income taxes. On May 14, 2026, another 1,618 shares were withheld at an average vesting price of $0.8685 per share for taxes.