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Lantronix (LTRX) CRO nets shares after RSU vesting and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Lantronix Inc Chief Revenue Officer Kurt W. Hoff reported compensation-related equity transactions. On June 1, 2026, 5,201 and 3,469 restricted stock units converted into the same number of common shares at a $0.00 exercise price. In connection with vesting, 3,952 common shares were withheld at $7.58 per share to cover required tax withholding. Following these transactions, Hoff directly holds 48,840 shares of Lantronix common stock, reflecting routine RSU vesting and associated tax withholding rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider Hoff Kurt W
Role Chief Revenue Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 3,469 $0.00 --
Exercise Restricted Stock Units 5,201 $0.00 --
Exercise Common Stock 3,469 $0.00 --
Exercise Common Stock 5,201 $0.00 --
Tax Withholding Common Stock 3,952 $7.58 $30K
Holdings After Transaction: Restricted Stock Units — 13,875 shares (Direct, null); Common Stock — 47,591 shares (Direct, null)
Footnotes (1)
  1. Represents restricted stock units ("RSUs") granted on July 1, 2024. The restricted stock units ("RSUs") shall vest such that one-third (1/3) of the shares vest on July 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on September 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2027. Represents restricted stock units ("RSUs") granted on March 5, 2024. The restricted stock units ("RSUs") shall vest such that one-third (1/3) of the shares vest on March 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on June 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on March 1, 2027. In accordance with the terms of the RSU Agreement, 3,952 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
Shares withheld for taxes 3,952 shares at $7.58 Common stock withheld at vesting to cover required tax withholding
RSUs converted to common 5,201 shares Restricted Stock Units converted into common stock on June 1, 2026
Additional RSUs converted 3,469 shares Restricted Stock Units converted into common stock on June 1, 2026
Common shares held after transactions 48,840 shares Direct ownership after tax-withholding disposition
RSU balance from July 1, 2024 grant 15,603 RSUs Restricted Stock Units remaining after conversion, subject to vesting through June 1, 2027
RSU balance from March 5, 2024 grant 13,875 RSUs Restricted Stock Units remaining after conversion, vesting scheduled through March 1, 2027
Restricted Stock Units ("RSUs") financial
"Represents restricted stock units ("RSUs") granted on July 1, 2024."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
vest financial
"The restricted stock units ("RSUs") shall vest such that one-third (1/3) of the shares vest on July 1, 2025"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
tax withholding financial
"3,952 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
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SEC Form 4
FORM 4UNITED 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*
Hoff Kurt W

(Last)(First)(Middle)
C/O LANTRONIX, INC.
48 DISCOVERY SUITE 250

(Street)
IRVINE CALIFORNIA 92618

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
LANTRONIX INC [ LTRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026M(1)3,469A$047,591D
Common Stock06/01/2026M(2)5,201A$052,792D
Common Stock06/01/2026F(3)3,952D$7.5848,840D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/01/2026M3,469 (1) (1)Common Stock3,469$013,875D
Restricted Stock Units(2)06/01/2026M5,201 (2) (2)Common Stock5,201$015,603D
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted on July 1, 2024. The restricted stock units ("RSUs") shall vest such that one-third (1/3) of the shares vest on July 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on September 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2027.
2. Represents restricted stock units ("RSUs") granted on March 5, 2024. The restricted stock units ("RSUs") shall vest such that one-third (1/3) of the shares vest on March 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on June 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on March 1, 2027.
3. In accordance with the terms of the RSU Agreement, 3,952 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
/s/ Brent Stringham, Attorney-in-fact for Kurt Hoff06/02/2026
** Signature of Reporting PersonDate
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 transactions did Lantronix (LTRX) report for Kurt W. Hoff?

Lantronix reported that Chief Revenue Officer Kurt W. Hoff had 5,201 and 3,469 restricted stock units convert into common stock on June 1, 2026. In addition, 3,952 shares were withheld to cover tax obligations tied to the vesting of these equity awards.

Were Kurt W. Hoff’s Lantronix (LTRX) Form 4 transactions open-market buys or sells?

The transactions were not open-market trades. They reflect RSU vesting and derivative exercises coded as “M,” plus a tax-withholding disposition coded “F,” where 3,952 common shares were withheld at $7.58 per share to satisfy required tax withholding.

How many Lantronix (LTRX) shares does Kurt W. Hoff hold after these Form 4 transactions?

After the reported transactions, Kurt W. Hoff directly holds 48,840 shares of Lantronix common stock. This figure comes from the Form 4 line associated with the tax-withholding disposition and represents his updated direct ownership position after RSU vesting and share withholding.

What RSU grants underlie the June 1, 2026 Lantronix (LTRX) Form 4 filing?

The filing references RSUs granted on July 1, 2024 and March 5, 2024. Each grant vests one-third on specific 2025 dates, with the remaining two-thirds vesting quarterly until 2027, leading to the June 1, 2026 conversion of 5,201 and 3,469 RSUs into common shares.

Why were 3,952 Lantronix (LTRX) shares withheld from Kurt W. Hoff at vesting?

According to the footnotes, 3,952 Lantronix common shares were withheld at vesting to cover required tax withholding. This tax-withholding disposition, coded “F” on the Form 4, is a standard mechanism to satisfy payroll tax obligations on vested equity awards.