Lantronix (NASDAQ: LTRX) director gains shares via RSUs, withholds for tax

Rhea-AI Filing Summary

Lantronix director Kurt W. Hoff reported equity award activity involving restricted stock units (RSUs) and common shares on March 1, 2026. He exercised RSUs into common stock in two blocks of 3,469 and 5,200 units at a stated price of $0.00 per share, reflecting a non-cash derivative exercise.

Matching non-derivative entries show 3,469 and 5,200 shares of common stock acquired directly from these RSU conversions. In a related move, 3,149 common shares were disposed of at $5.98 per share to cover required tax withholding, leaving him with 44,122 common shares held directly.

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^*

Hoff Kurt W

(Last) (First) (Middle)

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M(1)		3,469	A	$0	42,071	D
Common Stock	03/01/2026		M(2)		5,200	A	$0	47,271	D
Common Stock	03/01/2026		F(3)		3,149	D	$5.98	44,122	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)	03/01/2026		M			3,469	(1)	(1)	Common Stock	3,469	$0	17,344	D
Restricted Stock Units	(1)	03/01/2026		M			5,200	(2)	(2)	Common Stock	5,200	$0	20,803	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, 3,149 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

	/s/ Brent Stringham, Attorney-in-fact for Kurt Hoff	03/03/2026
	** 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 insider activity did Kurt W. Hoff report for LANTRONIX INC (LTRX)?

Kurt W. Hoff reported RSU vesting and related share movements on March 1, 2026. He acquired common shares through the exercise of restricted stock units and then disposed of a portion of those shares to satisfy required tax withholding obligations under the RSU agreement.

How many restricted stock units vested for the Lantronix director in this Form 4?

Two RSU blocks vested for the director, covering 3,469 and 5,200 units. These RSUs were granted in 2024 and are scheduled to vest over multi-year periods ending on June 1, 2027 and March 1, 2027, according to the detailed vesting schedules described in the footnotes.

How many Lantronix common shares did Kurt W. Hoff acquire through RSU exercises?

He acquired 3,469 and 5,200 common shares directly through derivative exercises of RSUs at a stated price of $0.00. These non-cash conversions reflect equity compensation vesting rather than open-market purchases, increasing his directly held Lantronix common stock position on March 1, 2026.

What tax-withholding transaction did the Lantronix director report, and at what price?

He reported a tax-withholding disposition of 3,149 Lantronix common shares at $5.98 per share. The footnotes explain these shares were withheld at vesting under the RSU agreement to cover required tax obligations, rather than representing an open-market sale of stock by the director.

How many Lantronix shares does Kurt W. Hoff directly own after these transactions?

Following the reported RSU exercises and tax-withholding disposition, Kurt W. Hoff directly holds 44,122 shares of Lantronix common stock. This post-transaction balance reflects the net result of RSU-derived share acquisitions and the shares withheld to satisfy associated tax liabilities on March 1, 2026.

Do these Lantronix Form 4 transactions indicate open-market buying or selling by the director?

The transactions reflect RSU exercises and tax withholding, not open-market trading. RSUs converted into common stock at $0.00 per share, and 3,149 shares were withheld at $5.98 solely to pay required taxes, consistent with standard equity compensation practices rather than discretionary market purchases or sales.