Form 4: LTRX RSU Vesting Adds 11,310 Shares; Tax Withholding Sale Executed

Rhea-AI Filing Summary

Lantronix, Inc. (LTRX) Form 4: Officer Mathi Gurusamy reported RSU vesting and a tax-withholding disposition on 09/01/2025. Two prior RSU grants (June 1, 2024 and July 1, 2024) began vesting earlier in 2025 and additional tranches vested on September 1, 2025. A total of 11,310 RSUs vested on that date (3,335 from the July grant and 7,975 from the June grant). To satisfy tax withholding, 4,046 shares were withheld and disposed at $4.97 per share. Following these transactions the reporting person beneficially owned 56,119 shares of common stock.

Positive

• RSU vesting occurred as scheduled from grants on June 1, 2024 and July 1, 2024, adding 11,310 shares on 09/01/2025
• Filing appears compliant and timely, signed by an attorney-in-fact and clearly explains withholding

Negative

• 4,046 shares were disposed at $4.97 per share to satisfy required tax withholding

Insights

Financial Analyst

TL;DR: Executive RSU vesting increased beneficial ownership, with a small tax-withholding disposition; this is routine compensation-related activity.

The Form 4 discloses scheduled vesting of RSUs granted June 1, 2024 and July 1, 2024, with tranche vesting on September 1, 2025 that added 11,310 shares to the reporting person’s holdings. A disposition of 4,046 shares at $4.97 occurred solely to cover tax withholding per the RSU agreement. The transactions reflect compensation realization rather than open-market selling for liquidity. Impact on share count is minor relative to total outstanding shares (not provided in this filing).

Corporate Governance Expert

TL;DR: This filing documents standard equity compensation mechanics with tax withholding; no governance red flags evident in the record.

The filing shows compliance with RSU agreements: vesting schedule executed and required withholding performed via disposition of 4,046 shares. The report is timely and signed by an attorney-in-fact. There are no indications of unusual related-party transactions, loans, or discretionary open-market sales disclosed here. Materiality to shareholders is low absent other concurrent disclosures.

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^*

Gurusamy Mathi

(Last) (First) (Middle)

C/O LANTRONIX, INC.

48 DISCOVERY SUITE 250

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LANTRONIX INC [ LTRX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Product & Strategy Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M(1)		3,335	A	$0	52,190	D
Common Stock	09/01/2025		M(2)		7,975	A	$0	60,165	D
Common Stock	09/01/2025		F(3)		4,046	D	$4.97	56,119	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
Restricted Stock Units	(1)	09/01/2025		M			3,335	(1)	(1)	Common Stock	3,335	$0	23,341	D
Restricted Stock Units	(2)	09/01/2025		M			7,975	(2)	(2)	Common Stock	7,975	$0	55,823	D

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 June 1, 2024. The restricted stock units ("RSUs") shall vest such that one-third (1/3) of the shares vest on June 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.

3. In accordance with the terms of the RSU Agreement, 4,046 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

	/s/ Brent Stringham, Attorney-in-fact for Mathi Gurusamy	09/03/2025
	** 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.
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 insider activity did Lantronix (LTRX) report on 09/01/2025?

Officer Mathi Gurusamy reported the vesting of RSUs totaling 11,310 shares on 09/01/2025 and a withholding-related disposition of 4,046 shares at $4.97 per share.

Which grants vested for the reporting person in this Form 4?

RSUs from two grants vested: the July 1, 2024 grant (3,335 RSUs) and the June 1, 2024 grant (7,975 RSUs), with vesting tranches on 09/01/2025.

Why were 4,046 shares disposed of by the reporting person?

Per the RSU agreement, 4,046 shares were withheld and disposed at vesting to cover required tax withholding; the filing states this explicitly.

How many shares does the reporting person beneficially own after these transactions?

Following the reported transactions the filing shows the reporting person beneficially owned 56,119 shares of common stock.

Did the Form 4 disclose any open-market sales or purchases beyond withholding?

No. The only disposition reported is the 4,046-share withholding sale at $4.97; no additional market transactions are disclosed.