Smith Micro (SMSI) CEO withholds shares to pay taxes, retains large stake

Rhea-AI Filing Summary

Smith Micro Software President and CEO William W. Smith Jr. reported a routine tax-related share withholding. On March 13, 2026, 4,943 shares of common stock were withheld at an average vesting price of $0.846 per share to cover income taxes. After this disposition, he directly holds 296,756 common shares, and indirectly holds 5,517,674 common shares through the Smith Living Trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SMITH WILLIAM W JR

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common stock	4,943	$0.846	$4K
holding	Common stock	--	--	--

Holdings After Transaction: Common stock — 296,756 shares (Direct); Common stock — 5,517,674 shares (Indirect, Smith Living Trust)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

SMITH WILLIAM W JR

(Last) (First) (Middle)

5800 CORPORATE DRIVE

(Street)

PITTSBURGH PA 15237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITH MICRO SOFTWARE, INC. [ SMSI ]

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)
03/13/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common stock	03/13/2026		F		4,943	D	$0.846(1)	296,756	D
Common stock								5,517,674	I	Smith Living Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld, at an average vesting price of $0.846 per share, for the payment of income taxes.

	/s/ Jennifer M. Reinke as attorney-in-fact for William W. Smith, Jr.	03/16/2026
	** 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.

FAQ

What insider transaction did SMSI CEO William W. Smith Jr. report?

William W. Smith Jr. reported shares withheld to pay taxes. On March 13, 2026, 4,943 Smith Micro common shares were withheld at an average vesting price of $0.846 per share to satisfy income tax obligations related to equity vesting.

Was the SMSI Form 4 transaction an open-market sale of shares?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld at $0.846 per share to cover income taxes on vested equity, a routine administrative event rather than a discretionary stock sale in the open market.

How many Smith Micro (SMSI) shares does the CEO hold after this filing?

After the reported tax withholding, William W. Smith Jr. holds 296,756 Smith Micro common shares directly. He also has indirect ownership of 5,517,674 common shares through the Smith Living Trust, as disclosed in the Form 4 holding information.

What does the F code mean in the SMSI Form 4 transaction?

The F transaction code indicates shares were used to pay tax obligations. In this case, 4,943 Smith Micro shares were withheld at $0.846 per share to satisfy income taxes on vesting, rather than being sold on the open market by the insider.

Does this SMSI insider transaction change the CEO’s economic exposure?

The filing reflects a small share withholding for taxes, leaving a large remaining position. Following the event, the CEO still directly owns 296,756 Smith Micro shares and indirectly owns 5,517,674 shares through the Smith Living Trust, maintaining substantial exposure.