Genasys (GNSS) CEO Danforth forfeits 200,000 performance RSUs after targets missed

Rhea-AI Filing Summary

Danforth Richard reported disposition transactions in this Form 4 filing.

Genasys Inc. CEO and director Richard Danforth reported the forfeiture of 200,000 restricted stock units on May 14, 2026. These performance-based RSUs, granted on January 26, 2026 under the 2025 Equity Incentive Plan, were forfeited because the threshold performance measure for fiscal year 2026 was not achieved, and the forfeiture occurred for no consideration. Each RSU had represented a contingent right to receive one share of common stock. Following this forfeiture, Danforth directly holds 394,692 shares of Genasys common stock.

Insider Trade Summary

Net Seller: 200,000 shares

Net Sell 1 txn

Insider Danforth Richard

Role CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	200,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 394,692 shares (Direct)

Footnotes (1)

1. F1. Represents the forfeiture of 200,000 restricted stock units that were subject to performance-based vesting, granted to the Reporting Person on January 26, 2026 under the Issuer's 2025 Equity Incentive Plan, because the threshold performance measure for fiscal year 2026 was not achieved. Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock. The forfeiture was for no consideration.

Key Figures

RSUs forfeited: 200,000 restricted stock units Shares after transaction: 394,692 shares Grant date of RSUs: January 26, 2026 +1 more

4 metrics

RSUs forfeited 200,000 restricted stock units Performance-based RSUs forfeited on May 14, 2026 for no consideration

Shares after transaction 394,692 shares Direct common stock holdings following RSU forfeiture

Grant date of RSUs January 26, 2026 Grant date of the forfeited performance-based RSUs under 2025 Equity Incentive Plan

Performance period Fiscal year 2026 Threshold performance measure for fiscal 2026 was not achieved, triggering forfeiture

Key Terms

restricted stock units, performance-based vesting, Equity Incentive Plan, threshold performance measure

4 terms

restricted stock units financial

"Represents the forfeiture of 200,000 restricted stock units that were subject"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based vesting financial

"restricted stock units that were subject to performance-based vesting, granted"

Equity Incentive Plan financial

"granted to the Reporting Person on January 26, 2026 under the Issuer's 2025 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

threshold performance measure financial

"because the threshold performance measure for fiscal year 2026 was not achieved"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/13/2026 - 04:19 PM Accepted by SEC EDGAR 08/13/2026 - 04:18 PM Learn about SEC filing dates

FAQ

What did Genasys (GNSS) CEO Richard Danforth report on this Form 4?

Richard Danforth reported the forfeiture of 200,000 restricted stock units on May 14, 2026. These performance-based RSUs were canceled for no consideration after the required fiscal 2026 performance threshold was not achieved.

Why were 200,000 Genasys (GNSS) restricted stock units forfeited?

The 200,000 restricted stock units were forfeited because the threshold performance measure for fiscal year 2026 was not achieved. The units were subject to performance-based vesting under Genasys’s 2025 Equity Incentive Plan.

Did Genasys (GNSS) CEO receive any value for the forfeited 200,000 RSUs?

No, the filing states the forfeiture was for no consideration. The 200,000 performance-based RSUs were simply canceled after performance criteria were not met, with no cash or other payment to the CEO.

How many Genasys (GNSS) shares does CEO Richard Danforth hold after this transaction?

After the forfeiture, Richard Danforth directly holds 394,692 shares of Genasys common stock. This figure reflects his reported direct ownership immediately following the cancellation of the 200,000 performance-based RSUs.

What type of securities were involved in the Genasys (GNSS) Form 4 filing?

The filing involves restricted stock units (RSUs), each representing a contingent right to receive one share of Genasys common stock. These particular RSUs were performance-based and tied to fiscal 2026 results under the 2025 Equity Incentive Plan.

Was the Genasys (GNSS) Form 4 transaction a market sale or purchase of stock?

No, the Form 4 reports a disposition to the issuer through forfeiture of 200,000 performance-based RSUs. It was not a market sale or purchase, and the forfeiture occurred for no consideration.

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^*

Danforth Richard

(Last) (First) (Middle)

16262 WEST BERNARDO DRIVE

(Street)

SAN DIEGO CALIFORNIA 92127

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Genasys Inc. [ GNSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/14/2026		D(1)		200,000	D	$0	394,692	D

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. Represents the forfeiture of 200,000 restricted stock units that were subject to performance-based vesting, granted to the Reporting Person on January 26, 2026 under the Issuer's 2025 Equity Incentive Plan, because the threshold performance measure for fiscal year 2026 was not achieved. Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock. The forfeiture was for no consideration.

	/s/Richard S. Danforth	08/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)