Form 8-K

8-K — SMITH MICRO SOFTWARE, INC.

Accession: 0001437749-26-030711

Filed: 2026-09-18

Period: 2026-09-17

CIK: 0000948708

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — smsi20260917_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1017564.htm)

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8-K — FORM 8-K

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0000948708

2026-09-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

Smith Micro Software, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-35525

33-0029027

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5800 Corporate Drive

Pittsburgh, PA

15237

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 837-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

SMSI

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2026, Smith Micro Software, Inc. (the “Company”) announced the appointment of William W. Smith, Jr. as President and Chief Executive Officer (“CEO”) of the Company. Mr. Smith succeeds Timothy C. Huffmyer, who submitted his resignation as President and CEO on September 17, 2026, effective immediately, to pursue other opportunities. Mr. Huffmyer will continue to serve on the Company’s Board of Directors.

As President and CEO, Mr. Smith serves as the Company’s principal executive officer.

Mr. Smith, age 78, has served as the Company’s Executive Chairman of the Board of Directors since March 2026, and prior to that time served as the Company’s President and CEO and Chairman of the Board of Directors from the Company’s formation in 1982 through March 2026. Mr. Smith received a Bachelor of Arts degree in Business Administration from Grove City College. Mr. Smith will deliver continuity of leadership, key insights and extensive knowledge of the telecommunications and wireless industries, garnered during his uninterrupted 44 years of service with the Company.

There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was selected as the President and CEO of the Company. There are no family relationships between Mr. Smith and any director or executive officer of the Company.

As previously disclosed in the Company’s periodic filings made with the Securities and Exchange Commission, a trust for which Mr. Smith serves as co-trustee (“Smith”), in September 2025 entered into loan transactions with the Company resulting in aggregate proceeds to the Company of $833,000 in return for one or more secured promissory notes and accompanying unregistered common stock purchase warrants, in each case, before deducting transaction expenses payable by the Company. These notes were subsequently repaid from the proceeds of the March 2026 transaction described below.

In November 2025, the Company entered into a securities purchase agreement with Smith relating to a private placement transaction and sale of unregistered shares of the Company’s Common Stock and accompanying unregistered warrants. The gross proceeds to the Company from the transaction were approximately $1.5 million, before deducting offering expenses payable by the Company.

In February 2026, Smith loaned funds to the Company in return for one or more secured promissory notes and accompanying unregistered common stock purchase warrants with gross proceeds totaling approximately $1,000,000, before deducting transaction expenses payable by the Company. The note issued was subsequently repaid from the proceeds of the March 2026 transaction described below.

In March 2026, Smith and other accredited investors loaned funds to the Company in return for secured convertible notes and accompanying unregistered common stock purchase warrants. The gross proceeds to the Company from the closing with Smith totaled approximately $4.6 million, before deducting transaction expenses payable by the Company.

Except as set forth above, Mr. Smith has no other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act, nor are any such other transactions currently proposed.

In connection with the appointment of Mr. Smith, who served as the Company’s President and Chief Executive Officer through March 2026 and has continued to be employed by the Company in the role of Executive Chairman since that time, no changes have been made to Mr. Smith’s compensation.

Item 7.01 Regulation FD Disclosure.

On September 18, 2026, the Company issued a press release regarding the management changes described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press Release dated September 18, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Smith Micro Software, Inc.

Date: September 18, 2026

By:

/s/ Bethany M. Braund

Bethany M. Braund

Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1017564.htm · Sequence: 2

ex_1017564.htm

Exhibit 99.1

PR INQUIRIES:

Smith Micro Software

Kelly Sulkosky

+1 (412) 837-5300

PR@smithmicro.com

IR INQUIRIES:

Smith Micro Software

Charles Messman

+1 (412) 837-5300

IR@smithmicro.com

Smith Micro Founder Bill Smith Returns as President and CEO

PITTSBURGH, PA, September 18, 2026 – Smith Micro Software, Inc. (Nasdaq: SMSI) today announced that Bill Smith has been appointed as the Company’s president and chief executive officer. In his return to the Company’s helm, Smith succeeds outgoing chief executive, Tim Huffmyer, who has resigned to pursue other opportunities but will continue to serve on the Company’s board of directors. Smith founded and previously led the Company for more than four decades and has served as the Company’s executive chairman of the board of directors since March 2026.

“When Tim rejoined the Company last year in the dual role of COO and CFO, it was a pivotal time for the Company,” said Smith. “He was the driving force behind our efforts to improve operational efficiency and establish a leaner foundation for growth. His leadership in the dual role, and later as CEO, was instrumental in executing our operational improvement initiatives, resulting in a more efficient organization and a stronger platform for future growth. I want to thank Tim for his contributions to the Company and wish him well in his next chapter.

“I am returning as CEO at an exciting time for the Company,” Smith continued. “With new products entering the market, customer relationships expanding, and a healthy pipeline of prospective opportunities, I am optimistic about our ability to capitalize on the momentum we have created and deliver meaningful value for shareholders.”

Smith previously served as Smith Micro’s chairman, president and chief executive officer from the Company’s inception in 1982 until March 2026, when he transitioned to the executive chairman role. Mr. Smith received a Bachelor of Arts degree in Business Administration from Grove City College. As the Company’s founder who served as president and CEO for more than four decades, Smith will deliver continuity of leadership, key insights and extensive knowledge of the telecommunications and wireless industries, garnered during his uninterrupted 44 years of service with the Company.

About Smith Micro Software, Inc.

Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers around the world. From enabling Digital Family Lifestyle™ to providing powerful voice messaging capabilities, Smith Micro’s solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. For more information, visit smithmicro.com.

Smith Micro, the Smith Micro logo and Digital Family Lifestyle are trademarks or registered trademarks of Smith Micro Software, Inc.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements regarding future events or results within the meaning of the Private Securities Litigation Reform Act, including statements related to our future business plans, future performance or results, the benefits that Smith Micro believes our solutions will offer to our customers and to their end users, and statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “will” and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the important factors that could cause or contribute to such differences are our ability to establish and maintain strategic relationships with our customers and mobile device manufacturers, their ability to attract customers, and their willingness to promote our products; our ability and/or customers’ ability to distribute our mobile software applications to their end users through third party mobile software application stores, which we do not control; our dependency upon effective operation with operating systems, devices, networks and standards that we do not control and on our continued relationships with mobile operating system providers, device manufacturers and mobile software application stores; unanticipated delays or obstacles in our development and release cycles and the degree to which competing business needs or resource availability may affect our allocation of resources to planned projects; our ability to hire and retain key personnel; interruptions or delays in the services we provide from our data center and cloud hosting facilities; the existence of undetected software defects in our products and our failure to resolve detected defects in a timely manner; rapid technological evolution and resulting changes in demand for our products from our key customers and their end users. These and other factors discussed in our filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.

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