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Get filing alertsSmith Micro executes 1-for-5 reverse stock split effective June 4, 2026
Filed May 26, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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Every five shares will automatically combine into one share at 11:59 PM ET on June 4, 2026. Fractional shares will be rounded up to the nearest whole share. Trading begins split-adjusted June 5 under ticker SMSI with new CUSIP 832154504.
Item 5.03: Reverse Split verify on EDGAR → -
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Stockholders approved warrant issuances from September and November 2025 financing agreements that could dilute existing shareholders by 20% or more. These approvals satisfy Nasdaq listing requirements for potentially dilutive warrant exercises.
Item 5.07: Annual Meeting verify on EDGAR → -
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The reverse split aims to boost per-share price by reducing outstanding shares 80%. Companies typically use reverse splits to maintain exchange listing requirements or improve institutional investor appeal, though they don't change fundamental company value.
Item 5.03: Reverse Split verify on EDGAR → -
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Stockholders amended the equity incentive plan, enabling continued employee stock compensation. Specific changes to share reserves or plan terms were not disclosed in this filing.
Item 5.07: Annual Meeting verify on EDGAR → -
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Directors Timothy Huffmyer and William Smith Jr. were re-elected with strong support (11M+ votes) to serve through 2029. Executive compensation received 95% approval in advisory say-on-pay vote.
Item 5.07: Annual Meeting verify on EDGAR →
Summary
Smith Micro Software executed a 1-for-5 reverse stock split that takes effect June 4, 2026, automatically converting every five existing shares into one new share. The stock will begin trading split-adjusted on June 5 under the same SMSI ticker with a new CUSIP number. Shareholders don't need to take action—brokerage accounts will automatically reflect fewer shares at a proportionally higher price.
Fractional shares will be rounded up, avoiding shareholder losses from rounding. Retail investors should understand that reverse splits don't change the company's fundamental value or your ownership percentage—if you owned 1% before, you still own 1% after.
However, the company also disclosed that stockholders approved potentially dilutive warrant issuances from 2025 financing deals that could increase outstanding shares by 20% or more once exercised, which would reduce existing shareholders' ownership stakes. Watch the stock price on June 5 to see if the reverse split achieves its likely goal of maintaining Nasdaq listing compliance (typically requiring a $1 minimum bid price). Also monitor whether the company issues shares from those approved warrants, which would dilute your stake despite the reverse split's share count reduction.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Smith Micro approved and executed a 1-for-5 reverse stock split effective June 4, 2026, with trading to begin split-adjusted June 5, 2026.
Added in current filing · verify on EDGAR →
On May 26, 2026, the stockholders of Smith Micro Software, Inc. (the “Company”) approved a proposal at an annual meeting of stockholders (the “Annual Meeting”) to amend the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s Common Stock, par value $0.001 per share (the Company’s “Common Stock”), at a ratio between one-for-three (1:3) and one-for-ten (1:10), without reducing the authorized number of shares of Common Stock. On May 26, 2026, a Special Committee of the Company’s Board of Directors approved a final reverse stock split ratio of one-for-five (1:5).
Stockholders authorized a reverse stock split within a 1:3 to 1:10 range, and the Board's Special Committee selected a final ratio of 1-for-5. This means every five existing shares will be combined into one share, reducing the total share count by 80% while proportionally increasing the per-share price. Companies typically execute reverse splits to meet minimum stock price requirements for continued exchange listing or to improve market perception.
Added in current filing · verify on EDGAR →
Following such approval, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time of 11:59 p.m., Eastern Time on June 4, 2026. As a result of the reverse stock split, every five shares of the Company’s Common Stock, whether issued and outstanding or held by the Company as treasury stock, will automatically be combined and converted (without any further act) into one share of fully paid and nonassessable share of Company Common Stock. No fractional shares will be issued in connection with the reverse stock split. Each fractional share of Common Stock that would otherwise be issued as a result of the reverse stock split will be rounded up to the nearest whole share of Common Stock.
The reverse split becomes effective at 11:59 p.m. ET on June 4, 2026, automatically converting every five shares into one share. Fractional shares resulting from the split will be rounded up to the nearest whole share, meaning shareholders will not lose value due to fractional rounding. This is a shareholder-friendly approach compared to cash-out provisions for fractional shares.
Added in current filing · verify on EDGAR →
The new CUSIP number for the Company’s Common Stock following the reverse stock split is 832154504. The Company’s Common Stock will open for trading under the new CUSIP number on the Nasdaq Capital Market on June 5, 2026 on a split-adjusted basis under the current ticker symbol “SMSI.”
The stock will receive a new CUSIP identifier (832154504) and begin trading on a split-adjusted basis on June 5, 2026, while retaining the existing ticker symbol SMSI. Shareholders do not need to take any action; their brokerage accounts will automatically reflect the reduced share count and proportionally higher per-share price.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting held May 26, 2026; stockholders approved reverse stock split (1:3 to 1:10), warrant issuances, equity plan amendment, and elected directors.
Added in current filing · verify on EDGAR →
The Company’s stockholders approved an amendment to our Certificate of Incorporation to, at the discretion of the Board, effect a reverse stock split of our outstanding shares of Common Stock, at a ratio, ranging from one-for-three (1:3) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders.
Stockholders authorized the Board to implement a reverse stock split at any ratio between 1-for-3 and 1-for-10, meaning every 3 to 10 existing shares would be consolidated into one new share. This typically aims to boost share price to meet exchange listing requirements or improve institutional investor appeal. The Board can execute this at its discretion without further stockholder approval.
Added in current filing · verify on EDGAR →
The Company’s stockholders approved a proposal (“Nasdaq Proposal I”), for purposes of Nasdaq listing rule 5635(d), related to the issuance of shares of our common stock underlying the common stock purchase warrants issued by us pursuant to the terms of note purchase agreements, dated as of September 11, 2025 and September 29, 2025 in amounts that may equal or exceed 20% of our common stock outstanding.
Stockholders approved the potential issuance of shares from warrants tied to September 2025 note purchase agreements, which could result in dilution exceeding 20% of outstanding shares. Nasdaq rules require stockholder approval for such dilutive issuances. A second proposal (Nasdaq Proposal II) similarly approved warrant shares from a November 2025 private placement. These approvals allow the company to comply with warrant exercise obligations without violating exchange listing rules.
Added in current filing · verify on EDGAR →
Stockholders approved an amendment to the Smith Micro Software, Inc. Amended and Restated Omnibus Equity Incentive Plan.
The equity incentive plan was amended, likely to increase the share reserve available for employee stock grants or modify plan terms. This enables the company to continue compensating employees and executives with equity awards. The specific changes to the plan are not detailed in this 8-K.
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Added in current filing · verify on EDGAR →
Stockholders elected two directors to the Company’s Board of Directors to hold office until the Company’s 2029 annual meeting of stockholders or until their successors are duly elected and qualified.
Timothy C. Huffmyer and William W. Smith, Jr. were re-elected to serve three-year terms through 2029. Both received strong support with over 11 million votes for and minimal withheld votes, indicating stockholder confidence in board continuity.
Added in current filing · verify on EDGAR →
Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
The say-on-pay vote passed with approximately 95% approval (10.9 million for vs 0.6 million against), indicating stockholder support for executive pay practices. This is a non-binding advisory vote that does not require the company to take action but signals stockholder sentiment.
Event · Item 9.01 — Financial Statements and Exhibits
Smith Micro filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation.
Added in current filing · verify on EDGAR →
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Smith Micro Software, Inc.
The company filed an amendment to its Certificate of Incorporation. The 8-K does not disclose the substance of the amendment — common reasons include authorized share changes, name changes, or governance modifications. Investors should review Exhibit 3.1(a) to understand the specific changes made to the company's charter.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify