CLEGG DON W 4

4 · Super Micro Computer, Inc. · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Super Micro (SMCI) SVP Don W. Clegg Exercises RSUs; Shares Withheld

What Happened

Don W. Clegg, Senior Vice President, Worldwide Sales at Super Micro Computer, converted (exercised/settled) a total of 2,310 restricted stock units (RSUs) on February 10, 2026 (1,020 + 1,290).
To satisfy tax-withholding obligations in the net settlement, SMCI withheld 953 shares (421 and 532 shares) at $33.33 per share, producing cash withheld of $14,032 and $17,732 respectively (total ~$31,764). The net result was delivery of 1,357 shares to Clegg.
This was a net-settlement of vested RSUs (not an open-market sale). The RSU conversions are recorded as derivative exercises and the share withholding is for taxes, not a market sale.

Key Details

Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (appears timely).
RSUs converted: 1,020 and 1,290 (2,310 total). Shares withheld for taxes: 421 and 532 (953 total).
Withholding price reported: $33.33 per share; total tax withholding ≈ $31,764.
Net shares received after withholding: 1,357 (2,310 − 953).
Footnotes: F1–F4 note RSUs convert 1-for-1 to common shares, vesting schedules (subject to continued service), and that the withheld shares were retained by SMCI to satisfy tax obligations—this withholding is exempt from Section 16(b) as a non-market transaction (Rule 16b-3(e)).
Shares owned after the transaction are not provided in the supplied filing excerpt.

Context

This was a settlement of vested RSUs (derivative conversion), not a purchase or an open-market sale. The withholding of shares to cover taxes is a common cashless/net-settlement practice and does not necessarily indicate a sell decision by the insider.
Transaction codes used: M = exercise/conversion of derivative (RSU conversion), F = payment of exercise price or tax liability via share withholding.

Form 4

Period: 2026-02-10

SVP, Worldwide Sales

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-10+1,020→ 47,688 total
Tax Payment
Common Stock
[F2]
2026-02-10$33.33/sh−421$14,032→ 47,267 total
Exercise/Conversion
Common Stock
[F1]
2026-02-10+1,290→ 48,557 total
Tax Payment
Common Stock
[F2]
2026-02-10$33.33/sh−532$17,732→ 48,025 total
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-02-10−1,020→ 1,020 total
→ Common Stock (1,020 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-10−1,290→ 11,590 total
→ Common Stock (1,290 underlying)

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]Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
[F4]Subject to the Reporting Person's continued service to SMCI, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2025 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

Signature

/s/ David E Weigand, Attorney-In-Fact|2026-02-12

1 file