Genasys (GNSS) CEO Richard Danforth granted 400,000 restricted shares in Form 4 filing

Rhea-AI Filing Summary

Genasys Inc. CEO and director Richard Danforth received an equity grant of 400,000 shares of common stock on January 26, 2026 at a price of $0 per share. After this award, he beneficially owned 594,692 common shares, held directly.

The grant represents restricted stock units. According to the vesting terms, 50% of the units vest time‑based, with one‑third of that portion vesting on December 31, 2026 and the remaining two‑thirds on December 31, 2027. The other 50% will vest only if Genasys meets specified financial performance measures for fiscal year 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Danforth Richard

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	400,000	$0.00	--

Holdings After Transaction: Common Stock — 594,692 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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 CA 92127

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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

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

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

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	01/26/2026		A(1)		400,000	A	$0	594,692	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. Grant of restricted stock units to reporting person on January 26, 2026. 50% of the restricted stock units vest as to 1/3 of such units on December 31, 2026, 2/3 of such units on December 31, 2027. 50% of the restricted stock units vest based on the Company meeting certain financial performance measures for fiscal year 2026.

	/s/Richard S. Danforth	01/28/2026
	** 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.

FAQ

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

Richard Danforth reported receiving 400,000 shares of Genasys common stock as an equity grant at $0 per share. The award is structured as restricted stock units with both time-based and performance-based vesting tied to dates in 2026 and 2027 and fiscal 2026 results.

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

Following the reported equity grant, Richard Danforth beneficially owned 594,692 shares of Genasys common stock directly. This total includes the newly granted 400,000 restricted stock units, which vest over time and based on the company achieving certain financial performance measures for fiscal year 2026.

What are the vesting terms of the 400,000 Genasys (GNSS) restricted stock units?

Half of the restricted stock units vest based on time, with one‑third of that portion vesting on December 31, 2026 and two‑thirds on December 31, 2027. The remaining 50% vest only if Genasys meets specified financial performance measures for its fiscal year 2026.

Was cash paid for the 400,000 Genasys (GNSS) shares reported in this Form 4?

No cash was paid for these shares; the Form 4 lists the transaction price per share as $0. The award is described as a grant of restricted stock units to the reporting person, reflecting equity compensation rather than an open‑market share purchase.

What roles does Richard Danforth hold at Genasys (GNSS) in this filing?

The filing identifies Richard Danforth as both a director and an officer of Genasys, with the officer title of CEO. The reported equity grant therefore represents compensation to the company’s chief executive officer, reported as a direct ownership position in Genasys common stock.

Are the Genasys (GNSS) restricted stock units subject to performance conditions?

Yes. The filing states that 50% of the restricted stock units vest only if Genasys meets certain financial performance measures for fiscal year 2026. The other 50% vest on a time schedule ending December 31, 2027, subject to the specified vesting dates.