SMCI Form 4: Charles Liang Sells 40.4M Shares; 1M Options Tranche Certified

Q: What insider transactions did Charles Liang report on Form 4 for SMCI?

The Form 4 reports a disposition of 40,426,120 common shares, direct beneficial ownership of 603,657 shares post-transaction, and indirect holdings of 25,677,520 shares in a joint account.

Q: Was a performance award tranche certified in the SMCI Form 4?

Yes. Certification on 08/26/2025 created a reportable derivative for the fifth tranche of 1,000,000 options from a 5,000,000 -share performance award originally granted on 11/14/2023 .

Q: What are the terms of the certified option tranche reported?

The tranche covers 1,000,000 options with an exercise price of $45 , subject to final certification of an additional $110 stock price goal before they become earned and exercisable.

Q: What restricted stock units are disclosed in the filing?

The filing discloses 1,094 restricted stock units held indirectly by the reporting person鈥檚 spouse, vesting in four equal annual increments beginning 07/01/2026 .

[Form 4] Super Micro Computer, Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Charles Liang, President, CEO, Director and 10% owner of Super Micro Computer, Inc. (SMCI), reported transactions dated 08/26/2025. The filing records a disposition of 40,426,120 shares of common stock and shows beneficial ownership of 603,657 shares directly following the reported disposition. It also reports 25,677,520 shares indirectly held in a joint account with his spouse and 1,094 restricted stock units held indirectly by spouse.

The filing documents a performance-based employee stock option award originally granted on 11/14/2023 for up to 5,000,000 shares in five tranches; certification on 08/26/2025 created a reportable derivative for the fifth tranche of 1,000,000 options (exercise price $45) contingent on final certification of a $110 stock price goal. The RSUs for the spouse vest in four annual increments starting 07/01/2026.

Insights

TL;DR: Large reported share disposition and a certified performance tranche create notable insider activity; derivative award remains contingent on price certification.

The filing shows a substantial reported disposition of 40,426,120 common shares by the reporting person, which materially reduces direct beneficial ownership to 603,657 shares. Concurrently, certification of a revenue goal created a reportable derivative security for a 1,000,000-share tranche of a previously granted performance option award with a stated $45 exercise price; this tranche is exercisable only if the $110 stock price goal is certified. The filing also documents indirect holdings including 25,677,520 shares in a joint account and 1,094 RSUs held by the spouse with vesting beginning July 1, 2026. These details are factual disclosures of insider transactions and contingent awards; the filing does not state motives or further actions.

TL;DR: The report discloses significant insider selling and activation of a performance tranche; governance implications hinge on the contingent stock-price condition.

The Form 4 documents that a performance tranche was certified for revenue achievement, creating a reportable derivative security for 1,000,000 options. However, exercise of that tranche remains conditional upon certification of a separate $110 stock price goal. The large disposition of 40,426,120 shares is clearly recorded and reduces direct ownership; substantial indirect holdings through a joint account and spouse-related RSUs remain. The filing supplies precise dates, amounts, and the exercise price for the award but contains no commentary on timing rationale or related governance decisions.

08/28/2025 - 06:43 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liang Charles

(Last)

(First)

(Middle)

980 ROCK AVENUE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Super Micro Computer, Inc. [ SMCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								40,426,120	D
Common Stock								603,657	I	By Spouse
Common Stock								25,677,520	I	By Joint Account w/ Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$45	08/26/2025		A		1,000,000		⁽¹⁾	11/14/2033	Common Stock	1,000,000	$0	5,000,000	D
Restricted Stock Units	⁽²⁾	08/26/2025		A		1,094		⁽³⁾	⁽³⁾	Common Stock	1,094	$0	1,094	I	By Spouse

Explanation of Responses:

1. On November 14, 2023, the Reporting Person was granted a performance-based stock option award to purchase up to 5,000,000 shares of common stock (the "Award") if and to the extent the five equal tranches of the Award are earned based on the achievement of certain absolute revenue and stock price goals. On August 26, 2025, achievement of the revenue goal for the fifth tranche of 1,000,000 shares under the Award was certified, which resulted in the creation of a reportable derivative security under Section 16. This fifth tranche will be earned and exercisable only if and when the applicable $110 stock price goal achievement is certified.

2. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.

3. Subject to the Reporting Person's spouse's continued service to SMCI, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2026. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	08/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

What insider transactions did Charles Liang report on Form 4 for SMCI?

The Form 4 reports a disposition of 40,426,120 common shares, direct beneficial ownership of 603,657 shares post-transaction, and indirect holdings of 25,677,520 shares in a joint account.

Was a performance award tranche certified in the SMCI Form 4?

Yes. Certification on 08/26/2025 created a reportable derivative for the fifth tranche of 1,000,000 options from a 5,000,000-share performance award originally granted on 11/14/2023.

What are the terms of the certified option tranche reported?

The tranche covers 1,000,000 options with an exercise price of $45, subject to final certification of an additional $110 stock price goal before they become earned and exercisable.

What restricted stock units are disclosed in the filing?

The filing discloses 1,094 restricted stock units held indirectly by the reporting person鈥檚 spouse, vesting in four equal annual increments beginning 07/01/2026.

Does the Form 4 explain why the 40,426,120 shares were disposed?

No. The filing records the disposition amount and resulting ownership figures but does not state the reason or purpose for the sale.

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[Form 4] Super Micro Computer, Inc. Insider Trading Activity

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FAQ

What insider transactions did Charles Liang report on Form 4 for SMCI?

Was a performance award tranche certified in the SMCI Form 4?

What are the terms of the certified option tranche reported?

What restricted stock units are disclosed in the filing?

Does the Form 4 explain why the 40,426,120 shares were disposed?

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[Form 4] Super Micro Computer, Inc. Insider Trading Activity

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FAQ

What insider transactions did Charles Liang report on Form 4 for SMCI?

Was a performance award tranche certified in the SMCI Form 4?

What are the terms of the certified option tranche reported?

What restricted stock units are disclosed in the filing?

Does the Form 4 explain why the 40,426,120 shares were disposed?

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SMCI Rankings

SMCI Latest News

SMCI Latest SEC Filings

SMCI Stock Data