LTRX Form 4: Hoff Receives RSUs; Shares Withheld for Taxes

Rhea-AI Filing Summary

Kurt W. Hoff, Chief Revenue Officer of Lantronix, Inc. (LTRX), reported insider transactions related to vested restricted stock units (RSUs) and tax withholding. The filing shows three transactions: two RSU vesting events that added 3,469 and 5,201 shares to beneficial ownership at a $0 acquisition price, and a disposition of 2,652 shares withheld to satisfy tax withholding at $4.97 per share. After these entries the reporting person beneficially owns 32,585 shares (post-withholding) with direct ownership noted. The transactions reflect routine equity compensation vesting and withholding rather than open-market trading.

Positive

• Increased insider ownership: Vesting of RSUs added 8,670 shares before withholding, increasing direct beneficial ownership.
• No cash outlay for acquisition: The vested RSU shares were acquired at a $0 price, reflecting compensation rather than market purchase.
• Transparency of tax withholding: The filing clearly discloses that 2,652 shares were withheld to cover tax obligations at $4.97 per share.

Negative

• Net share delivery reduced by withholding: 2,652 vested shares were withheld for taxes, lowering the number of shares delivered to the reporting person.
• No open-market purchases reported: All changes stem from compensation vesting rather than additional voluntary purchases that would signal incremental conviction.

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting increased direct ownership while tax withholding reduced delivered shares; no market purchases or sales reported.

The filing documents standard compensation vesting: two separate RSU grants vested, delivering 3,469 and 5,201 shares to the reporting person at no cash cost, increasing direct beneficial ownership to 32,585 shares after a withholding of 2,652 shares to cover taxes at a price of $4.97 per share. These are non-market internal equity events and typically carry limited immediate market impact but indicate continued executive ownership alignment.

Corporate Governance Expert

TL;DR: Transactions are administrative vesting and tax-withholding actions under RSU agreements, representing routine equity plan activity.

The disclosures cite RSUs from two prior grants with scheduled vesting schedules and confirm shares withheld to satisfy required tax obligations. This is consistent with standard equity award governance and compensation practices. No dispositions into the open market, option exercises, or change in control actions are reported.

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^*

Hoff Kurt W

(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 Revenue Officer

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)		3,469	A	$0	30,036	D
Common Stock	09/01/2025		M(2)		5,201	A	$0	35,237	D
Common Stock	09/01/2025		F(3)		2,652	D	$4.97	32,585	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			3,469	(1)	(1)	Common Stock	3,469	$0	24,281	D
Restricted Stock Units	(1)	09/01/2025		M			5,201	(2)	(2)	Common Stock	5,201	$0	31,204	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 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, 2,652 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

	/s/ Brent Stringham, Attorney-in-fact for Kurt W. Hoff	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Kurt W. Hoff report on the Form 4 for LTRX?

The report discloses two RSU vesting events adding 3,469 and 5,201 shares and the withholding of 2,652 shares to satisfy taxes at $4.97 per share.

How many Lantronix (LTRX) shares does the reporting person beneficially own after these transactions?

The reporting person beneficially owns 32,585 shares following the reported transactions.

Were any open-market purchases or sales reported in this Form 4?

No. The transactions relate to RSU vesting and tax-withholding; there are no market buy or sell trades disclosed.

What were the sources of the shares reported on the Form 4?

All shares stem from restricted stock units (RSUs) granted on prior dates, which vested per their agreements.

Why were 2,652 shares withheld and what price is shown for the withholding?

2,652 shares were withheld to cover required tax withholding and the withholding is reported at $4.97 per share.