Liaw Yih-Shyan Wally 4

4 · Super Micro Computer, Inc. · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

SMCI Director Liaw Exercises RSUs; Shares Withheld for Taxes

What Happened

Liaw Yih-Shyan (a director of Super Micro Computer, Inc., SMCI) had restricted stock units (RSUs) vest on Feb 17, 2026 and those RSUs were converted into common shares. The filing shows a conversion/exercise of derivative awards totaling 3,400 RSUs into 3,400 common shares. To cover tax withholding, 1,220 shares were withheld by the company at a per-share value of $30.11, totaling $36,734. The transaction that converted the derivative award into common stock is recorded as a disposition of the derivative instrument at $0 (i.e., conversion/settlement).

Key Details

Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (filed within the typical 2‑business‑day window).
Shares converted (RSU settlement): 3,400 shares (derivative conversion).
Shares withheld for taxes (net settlement): 1,220 shares at $30.11 each = $36,734 (not an open‑market sale; company withholding).
Footnotes of note:
- F1/F4: These were restricted stock units (each RSU = right to 1 share); RSUs vest in two equal tranches (Feb 17, 2026 and Aug 17, 2026).
- F2: Withheld shares were remitted by SMCI to satisfy tax obligations and the transaction is exempt from Section 16(b) under Rule 16b‑3(e).
- F3: Some shares are held in a trust for the reporting person’s children (the reporting person and spouse are trustees).
Shares owned after the transaction: not specified in the provided filing excerpt.

Context

This was a routine RSU vesting and net‑settlement for taxes (a common, non‑market transaction). The derivative (RSU) was converted into common stock rather than representing a cash purchase; the withholding of shares to cover tax obligations is standard and does not indicate an open‑market sale.

Form 4

Period: 2026-02-17

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-17+3,400→ 95,712 total
Tax Payment
Common Stock
[F2]
2026-02-17$30.11/sh−1,220$36,734→ 94,492 total
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-17−3,400→ 3,400 total
→ Common Stock (3,400 underlying)

Holdings

Footnotes (4)

[F1]Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.
[F2]Represents shares of SMCI common stock that have been withheld by SMCI to satisfy tax withholding and remittance obligations in connection with the net settlement of vested restricted stock units and not a market transaction. Transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-3(e) promulgated under the Act.
[F3]These shares are held in a trust for the benefit of the Reporting Person's children. The reporting person and his spouse, Shiow-Meei S. Liaw, are the trustees of the trust.
[F4]Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest in two equal tranches on February 17, 2026 and August 17, 2026. Vested units are settled in shares of SMCI common stock.

Signature

/s/ Liaw Yih-Shyan Wally|2026-02-19

1 file