🧾 What This Document Is

This is a PRELIMINARY PROXY STATEMENT (PRE 14A) for Smith Micro Software. It's like an invitation and instruction manual for the company's 2026 Annual Meeting of Stockholders. Because it's "preliminary," the final details (like the exact meeting date) might be filled in later. Its main job is to tell shareholders what will be voted on and give them the information needed to vote.

🏢 What The Company Does

👉 In simple terms, Smith Micro Software creates software for wireless carriers and mobile device manufacturers. Their products help manage family safety features, content, and mobile device connections.

They operate in the competitive telecom and software industry, providing solutions that carriers use to add value to their service plans.

📅 Meeting & Voting Logistics

The annual meeting will be held entirely online via a webcast. This is designed to make it easier for all shareholders to attend, no matter where they are.

• Record Date: April 2, 2026. Only shareholders on the company's books by this date can vote.
• Quorum Needed: 40% of outstanding shares must be present to conduct business.
• How to Vote: Shareholders can vote in advance by phone, internet, or mail, or they can vote live during the virtual meeting.
• Virtual Meeting Site: meetnow.global/MCVKKST

💰 Key Proposals to Vote On

There are nine items on the meeting agenda. Here’s what they mean:

1. 👥 Election of Directors: Shareholders will elect two directors to serve until 2029. The board is shrinking from eight to seven members. The nominees are: * Timothy C. Huffmyer (Age 52) - The new President & CEO. * William W. Smith, Jr. (Age 78) - Co-founder and now Executive Chairman (previously CEO for over 40 years).

2. 💼 "Say on Pay" (Advisory Vote): A non-binding vote to approve the 2025 compensation of the top executives. It's a way for shareholders to voice their opinion on executive pay.

3. ✅ Ratify the Auditor: A routine vote to confirm the selection of SingerLewak LLP as the independent accounting firm for 2026. They've been the auditor since 2005.

4. 📈 Amend the Equity Incentive Plan: Ask shareholders to add 3 million new shares to the employee stock plan. This is to have enough shares to hire and retain talent. The plan currently has about 1.57 million shares left.

5. 🚨 Nasdaq Proposal I & II: These are special approvals required by Nasdaq rules. They are seeking permission to issue shares from new warrants (financial instruments) issued in 2025, which could represent a significant number of new shares. This is a compliance step.

6. 🔄 Reverse Stock Split Proposal: This is a major proposal. The board wants authority to do a reverse stock split at a ratio between 1-for-3 and 1-for-10. This would reduce the number of shares outstanding and typically increase the share price, often done to meet stock exchange listing requirements or improve market perception.

7. ⏸️ Adjournment Proposal: Asks for permission to delay the meeting if needed, to gather more shareholder votes for Proposals 4, 5, 6, or 7.

👥 Board of Directors & Management

The board is currently composed of eight members with diverse backgrounds in finance, telecom, technology, and corporate governance.

• Executive Chairman: William W. Smith, Jr. (Co-founder)
• President & CEO: Timothy C. Huffmyer (Took the role in March 2026)
• The full list of directors and their detailed biographies are in the filing.

💸 Financial & Business Context

While this document focuses on governance, it references financial data from the company's 2025 Annual Report (Form 10-K). Key figures mentioned:

• Shares Outstanding (as of 3/31/2026): 25,609,766
• Stock Price (3/31/2026): $0.7196 per share
• 2025 Auditor Fees: The company paid SingerLewak LLP $422,661 for audit fees in 2025, down from $489,436 in 2024.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: The company is taking steps to align with market realities (proposing a reverse split, seeking more equity for employees). They are leveraging technology for an accessible virtual shareholder meeting. The board has deep industry experience.
• ⚠️ Risks: The reverse stock split proposal often signals a company's stock is trading at a very low price. The need for multiple shareholder approvals for warrant-related share issuances indicates complex recent financing. The leadership has just changed, with a new CEO.

🔮 What's Next

The annual meeting will be held on a date in 2026 to be announced. The outcomes of these votes will set the company's course:

• Reverse Split: If approved, will significantly change the stock's structure.
• Equity Plan: Expansion will help with employee recruitment and retention.
• New Leadership: The strategy under CEO Timothy Huffmyer will be closely watched.

🧠 The Analogy

Imagine a sports team that's had a tough season (low stock price), just got a new coach (CEO), and is holding a fan meeting (Annual Meeting). They're asking the fans (shareholders) for permission to change the jersey numbers (reverse split), promise new gear to players (equity plan), and approve the new training staff (directors and auditors). They're hoping these moves will signal a fresh start and lead to a winning future.

📇 Key Contacts & People

• William W. Smith, Jr.: Executive Chairman of the Board
• Timothy C. Huffmyer: President and Chief Executive Officer
• Jennifer M. Reinke: Corporate Secretary
• Company Address: 5800 Corporate Dr., Pittsburgh, PA 15237
• Investor Contact for Meeting Help: (U.S.) 1-888-724-2416 or (International) +1 781-575-2748
• Legal Proxy Email (for street-name holders): [email protected]
• Proxy Materials Website: www.envisionreports.com/SMSI

🧩 Final Takeaway

Smith Micro is at a pivotal point, seeking shareholder approval for a reverse stock split and a new employee stock pool to support its strategy under a new CEO. These votes are crucial for the company's market posture and operational flexibility moving forward.