0001437749-26-007569.txt : 20260310 0001437749-26-007569.hdr.sgml : 20260310 20260310173820 ACCESSION NUMBER: 0001437749-26-007569 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260310 DATE AS OF CHANGE: 20260310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH MICRO SOFTWARE, INC. CENTRAL INDEX KEY: 0000948708 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 330029027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81588 FILM NUMBER: 26740698 BUSINESS ADDRESS: STREET 1: 5800 CORPORATE DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4128375300 MAIL ADDRESS: STREET 1: 5800 CORPORATE DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15237 FORMER COMPANY: FORMER CONFORMED NAME: SMITH MICRO SOFTWARE, INC DATE OF NAME CHANGE: 20181023 FORMER COMPANY: FORMER CONFORMED NAME: SMITH MICRO SOFTWARE INC DATE OF NAME CHANGE: 19950731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH WILLIAM W JR CENTRAL INDEX KEY: 0001251368 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 51 COLUMBIA CITY: ALISOVIEJO STATE: CA ZIP: 92656 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001437749-25-035480 0001251368 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 03/10/2026 false 0000948708 832154405 SMITH MICRO SOFTWARE, INC.

5800 CORPORATE DRIVE PITTSBURGH PA 15237

William W. Smith, Jr. (949) 362-5800 Smith Micro Software, Inc. 120 Vantis Drive, Suite 350 Aliso Viejo CA 92656 Jennifer M. Reinke (412) 837-5300 Smith Micro Software, Inc. 5800 Corporate Drive Pittsburgh PA 15237 0001251368 N SMITH WILLIAM W JR OO N X1 301699.00 9079123.00 301699.00 9079123.00 9380822.00 N 32.3 IN (Explanatory Note) This is Amendment No. 2 (this "Amendment") to Schedule 13D (as previously amended, the "Schedule") filed on November 17, 2025 by William W. Smith, Jr., relating to the ownership of shares of Common Stock, par value $0.001 per share (the "Common Stock") of Smith Micro Software, Inc., a Delaware corporation (the "Issuer"). The purpose of this Amendment is to reflect changes resulting from (i) the purchase on March 10, 2026 by the Smith Living Trust of a convertible note which may be converted into 6,743,371 shares of Common Stock and a common stock purchase warrant exercisable for 8,818,254 shares of Common Stock; and (ii) certain other changes in beneficial ownership since the filing of the last amendment to the Schedule. Except as specifically set forth herein, the Schedule otherwise remains unmodified. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule. (1) The shared voting power and aggregate amount beneficially owned by the Reporting Person includes 9,079,123 shares held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. (2) The percent of class beneficially owned by the Reporting Person is based on 25,499,217 shares of common stock outstanding as of March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). Common Stock, par value $0.001 per share SMITH MICRO SOFTWARE, INC. 5800 CORPORATE DRIVE PITTSBURGH PA 15237 This Schedule 13D is being filed by William W. Smith, Jr. William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. William W. Smith, Jr. is the Chairman of the Issuer's Board of Directors and President and Chief Executive Officer of the Issuer. The address of William W. Smith, Jr. is 120 Vantis Drive, Suite 350, Aliso Viejo, CA 92656. During the past five years, William W. Smith, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, William W. Smith, Jr. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. USA The shares of Common Stock covered by this filing include shares purchased in the open market from time to time by William W. Smith, Jr. using personal funds, when permitted to do so under the terms of the Issuer's policies, including its Insider Trading Policy, shares acquired by him from the Issuer pursuant to private placement offerings of Common Stock and warrants exercisable for shares of Common Stock, stock splits, shares issued to him by the Issuer as compensation, and shares sold in the open market or transferred by William W. Smith, Jr. to the Smith Living Trust. The shares of Common Stock covered by this filing also include those of such shares held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. Item 4 of the Schedule is hereby amended to add the following: As noted in the Explanatory Note, the Smith Living Trust purchased for investment purposes a convertible note which may be converted into 6,743,371 shares of Common Stock and a common stock purchase warrant exercisable for 8,818,254 shares of Common Stock of the Issuer. Item 5(a) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 301,699 shares (1.0% of the Common Stock) and shared voting and dispositive power over 9,079,123 shares (31.2% of the Common Stock), including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 9,380,822 shares (or 32.3%) of the Common Stock. The above calculations are based on 25,499,217 shares of common stock outstanding as of March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). Item 5(b) is hereby amended and restated as follows: William W. Smith, Jr. has sole voting and dispositive power over 301,699 shares (1.0%of the Common Stock) and shared voting and dispositive power over 9,079,123 shares (31.2% of the Common Stock), including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. The shares over which Mr. Smith has shared voting and dispositive power are held by the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees. In the aggregate, William W. Smith, Jr. has beneficial ownership of 9,380,822 shares (or 32.3%) of the Common Stock. The above calculations are based on 25,499,217 shares of common stock outstanding as of March 8, 2026, as reflected in the records of the Issuer's transfer agent and 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants, in accordance with Rule 13d-3(d)(1)(i). On February 21, 2026, Mr. Smith forfeited 9,706 shares of Common Stock under the performance-based vesting conditions of a restricted stock award. On February 27, 2026, 43,366 shares of Common Stock were withheld from Mr. Smith, at an average vesting price of $0.523 per share, for the payment of income taxes. On March 4, 2026, Mr. Smith forfeited 12,626 shares of Common Stock under the performancebased vesting conditions of a restricted stock award. On March 10, 2026, the Smith Living Trust purchased for investment purposes a convertible note which may be converted into 6,743,371 shares of Common Stock and a common stock purchase warrant exercisable for 8,818,254 shares of Common Stock of the Issuer. Item 5(d) is hereby amended and restated as follows: As identified above, 9,079,123 shares are held in the name of the Smith Living Trust, for which Mr. Smith and his spouse are co-trustees, including 3,561,449 shares of common stock not outstanding which the Smith Living Trust has the right to acquire within sixty (60) days upon the exercise of warrants. Not applicable. Item 6 is hereby amended to add the following information: Items 5(a), 5(b), 5(c) and 5(d) are incorporated by reference herein. Exhibit 7.1 - Form of Secured Convertible Note by and between the Company and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 4, 2026 (the "March 4, 2026 8-K") https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928306.htm Exhibit 7.2 - Form of Common Stock Purchase Warrant by and between the Company and the Smith Living Trust, dated March 10, 2026, incorporated by reference to Exhibit 4.1 to the March 4, 2026 8-K https://www.sec.gov/Archives/edgar/data/948708/000143774926006913/ex_928304.htm SMITH WILLIAM W JR /s/ William W. Smith, Jr. 03/10/2026