[Form 4] Genasys Inc. Insider Trading Activity

Rhea-AI Filing Summary

R. Rimmy Malhotra, a director of Genasys Inc. (GNSS), was granted 6,411 shares of common stock on 10/01/2025 in lieu of accrued cash retainer for Q3 and Q4 of fiscal 2025; the grant was recorded at $0 purchase price because shares were issued instead of cash based on the closing stock price on the grant date. After the grant, Mr. Malhotra directly owns 148,665 shares. He also has indirect holdings of 1,628,495 shares through Nicoya Fund, LLC and 300 shares through Nicoya Genasys-SPV LLC, where he is the managing member of the managing member. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Malhotra on 10/03/2025.

Positive

• 6,411 shares granted in lieu of cash retainer, conserving company cash
• Disclosure clarifies indirect holdings of 1,628,495 and 300 shares through related entities

Negative

• None.

Insights

Insider Transactions Expert

Director accepted equity compensation of 6,411 shares instead of cash.

This Form 4 discloses a non-derivative grant on 10/01/2025 where shares were issued in lieu of accrued cash retainer for two fiscal quarters; the grant price is recorded as $0 because no cash was paid.

What it means: the company used equity to conserve cash while compensating the director, increasing the director's direct holdings to 148,665 shares and leaving his larger indirect holdings unchanged.

Corporate Governance Specialist

Insider retains significant indirect stake via related entities totaling 1,628,795 shares.

The filing clarifies ownership structure: Mr. Malhotra is managing member of Nicoya Capital, LLC, which manages both Nicoya Fund, LLC (1,628,495 shares) and Nicoya Genasys-SPV LLC (300 shares).

Why it matters: disclosed indirect ownership shows concentration of control and is material to voting and related-party considerations; the Form 4 provides clear traceability of these holdings.

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).

1. Name and Address of Reporting Person^*

Malhotra R. Rimmy

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A(1)		6,411	A	$0	148,665	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 shares of common stock granted to the reporting person in lieu of accrued cash retainer for the third and fourth quarters of fiscal year 2025. The number of shares was determined based on the cash value of the accrued retainer divided by the closing price of the Company's common stock on the grant date.

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/ Cassandra Monteon as attorney-in-fact for R. Rimmy Malhotra	10/03/2025
	** 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.
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FAQ

What transaction did Genasys (GNSS) disclose on Form 4 for 10/01/2025?

The Form 4 reports a grant of 6,411 shares of common stock to director R. Rimmy Malhotra on 10/01/2025, issued in lieu of accrued cash retainer.

How many shares does R. Rimmy Malhotra directly own after the reported transaction?

After the transaction, Mr. Malhotra directly owns 148,665 shares of Genasys common stock.

Does Mr. Malhotra have indirect ownership interests disclosed in the filing?

Yes. The filing shows indirect ownership of 1,628,495 shares via Nicoya Fund, LLC and 300 shares via Nicoya Genasys-SPV LLC; he is managing member of the managing member.

Why is the grant priced at $0 on the Form 4?

The grant is reported at $0 because shares were issued in lieu of cash; the number of shares was determined by dividing the cash value of the accrued retainer by the closing stock price on the grant date.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Cassandra Monteon as attorney-in-fact for R. Rimmy Malhotra on 10/03/2025.