CLEGG DON W 4
4 · Super Micro Computer, Inc. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
SMCI SVP Don Clegg Receives RSUs and Exercises Derivatives
What Happened
Don W. Clegg, Senior Vice President, Worldwide Sales at Super Micro Computer, Inc. (SMCI), was granted a total of 18,038 restricted stock units (RSUs) on May 8, 2026 (12,440 + 5,598 units). On May 10, 2026 he converted/exercised derivative awards totaling 2,310 units (1,020 + 1,290). To satisfy withholding for taxes related to the conversion/settlement, SMCI withheld 829 shares (366 + 463) at $35.37 per share, resulting in tax withholding of $29,321. The awards were granted at $0.00 (i.e., RSUs/derivative awards), and the withheld shares were not an open-market sale.
Key Details
- Transaction dates: grants on 2026-05-08; conversions/exercises and tax withholding on 2026-05-10. Filing date: 2026-05-12 (timely).
- Grants: 12,440 RSUs and 5,598 RSUs granted at $0.00 (derivative awards).
- Conversions/exercises: 1,020 and 1,290 derivative units converted on 5/10/2026.
- Tax withholding: 366 and 463 shares withheld at $35.37 each; total withholding ≈ $29,321. These were withheld by the company to cover tax obligations (not an open-market sale) — see footnote F2.
- Shares owned after transaction: not specified in the filing.
- Relevant footnotes: F1 defines RSUs; F2 notes withheld shares were to satisfy tax withholding and are exempt from Section 16(b) market-transaction rules; F3–F6 describe vesting schedules for options and RSUs.
Context
- These transactions are compensation-related (grants and conversions of RSUs/derivatives). The company’s withholding of shares to cover taxes is a common administrative step (net settlement) and does not necessarily reflect a cash sale or an investment decision by the insider.
- Vesting schedules apply (footnotes F3–F6); most of these awards vest over time, so the grants largely represent future compensation rather than immediate open-market buying or selling.
Insider Transaction Report
Form 4
CLEGG DON W
SVP, Worldwide Sales
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-10+1,020→ 50,079 total - Tax Payment
Common Stock
[F2]2026-05-10$35.37/sh−366$12,945→ 49,713 total - Exercise/Conversion
Common Stock
[F1]2026-05-10+1,290→ 51,003 total - Tax Payment
Common Stock
[F2]2026-05-10$35.37/sh−463$16,376→ 50,540 total - Award
Employee Stock Option (right to buy)
[F3]2026-05-08+12,440→ 12,440 totalExercise: $35.37Exp: 2036-05-08→ Common Stock (12,440 underlying) - Award
Restricted Stock Units
[F1][F4]2026-05-08+5,598→ 5,598 total→ Common Stock (5,598 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5]2026-05-10−1,020→ 0 total→ Common Stock (1,020 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F6]2026-05-10−1,290→ 10,300 total→ Common Stock (1,290 underlying)
Footnotes (6)
- [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 total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date on May 8, 2027, and 1/16th at the end of each successive calendar quarter thereafter.
- [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, 2027 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
- [F5]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.
- [F6]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|2026-05-12