CLEGG DON W 4

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.