Genasys (NASDAQ: GNSS) director granted 47,620 RSUs, holds 196,285 shares

Rhea-AI Filing Summary

Malhotra R. Rimmy reported acquisition or exercise transactions in this Form 4 filing.

Genasys Inc. director R. Rimmy Malhotra reported receiving an award of 47,620 restricted stock units (RSUs) of common stock. These RSUs vest upon the earlier of the company’s 2027 annual shareholder meeting or a change of control, and each RSU represents one share settled solely in stock, with no cash purchase price.

After this grant, Malhotra holds 196,285 shares directly. The filing also lists indirect holdings of 1,628,495 Genasys shares owned by Nicoya Fund, LLC and 300 shares owned by Nicoya Genasys‑SPV LLC, entities managed through Nicoya Capital, LLC.

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

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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^*

Malhotra R. Rimmy

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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	03/17/2026		A(1)		47,620	A	$0	196,285	D
Common Stock								1,628,495	I	See footnote(2)
Common Stock								300	I	See footnote(3)

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 restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2027 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

2. Represents shares directly owned by Nicoya Fund, LLC, a Delaware limited liability company. Mr. Malhotra is managing member of Nicoya Capital, LLC, which is the managing member of Nicoya Fund, LLC.

3. Represents shares directly owned by Nicoya Genasys-SPV LLC, a Delaware limited liability company. Mr. Malhotra is managing member of Nicoya Capital, LLC, which is the managing member of Nicoya Genasys-SPV LLC.

	/s/ Richard Danforth as attorney-in-fact for R. Rimmy Malhotra	03/19/2026
	** 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)

FAQ

What insider transaction did Genasys (GNSS) disclose for director R. Rimmy Malhotra?

Genasys (GNSS) disclosed that director R. Rimmy Malhotra received a grant of 47,620 restricted stock units (RSUs). The award is a stock-based grant at no cash cost, increasing his equity-linked exposure to Genasys common stock through time- and event-based vesting.

When do R. Rimmy Malhotra’s 47,620 Genasys (GNSS) RSUs vest?

The 47,620 Genasys (GNSS) RSUs vest on the earlier of the company’s 2027 annual shareholder meeting or a change of control event. Each RSU represents a contingent right to one share of common stock, to be settled solely in Genasys shares upon vesting.

How many Genasys (GNSS) shares does R. Rimmy Malhotra hold after this Form 4?

After this Form 4, Malhotra holds 196,285 Genasys (GNSS) shares directly. The filing also reports indirect ownership of 1,628,495 shares through Nicoya Fund, LLC and 300 shares through Nicoya Genasys‑SPV LLC, reflecting significant additional positions via related investment entities.

Were there any open-market purchases or sales by R. Rimmy Malhotra in Genasys (GNSS)?

The filing shows no open-market purchases or sales of Genasys (GNSS) shares by Malhotra. It reports a grant of 47,620 RSUs at a price of $0.0000 per share and updates to his direct and indirect share holdings, without recording any buy or sell transactions.

What do Nicoya Fund, LLC and Nicoya Genasys‑SPV LLC hold in Genasys (GNSS)?

According to the filing, Nicoya Fund, LLC directly owns 1,628,495 Genasys (GNSS) shares, while Nicoya Genasys‑SPV LLC owns 300 shares. Malhotra is managing member of Nicoya Capital, LLC, which serves as managing member of both entities holding these indirect Genasys positions.

What does each Genasys (GNSS) RSU granted to Malhotra represent?

Each RSU granted to Malhotra represents a contingent right to receive one share of Genasys (GNSS) common stock. Settlement is solely in shares of common stock once vesting conditions are met, aligning director compensation with long-term equity performance rather than cash payments.