CLEGG DON W 4

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.