Lantronix (LTRX) product chief nets new shares from RSU vesting

Rhea-AI Filing Summary

Lantronix Inc.’s Chief Product & Strategy Officer, Gurusamy Mathi, reported restricted stock unit activity and related share withholding. On March 1, 2026, he acquired 3,334 and 7,974 shares of common stock at $0.00 per share through RSU exercises.

These RSUs were originally granted on June 1, 2024 and July 1, 2024 and vest in stages through June 1, 2027. At vesting, 4,655 common shares were disposed of at $5.98 per share to cover required tax withholding, leaving 70,036 shares of common stock owned 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

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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)
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)		3,334	A	$0	66,717	D
Common Stock	03/01/2026		M(2)		7,974	A	$0	74,691	D
Common Stock	03/01/2026		F(3)		4,655	D	$5.98	70,036	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			3,334	(1)	(1)	Common Stock	3,334	$0	16,673	D
Restricted Stock Units	(2)	03/01/2026		M			7,974	(2)	(2)	Common Stock	7,974	$0	39,874	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, 4,655 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

	/s/ Brent Stringham, Attorney-in-fact for Mathi Gurusamy	03/03/2026
	** 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 insider transaction did Lantronix (LTRX) report for Gurusamy Mathi?

Lantronix reported that Chief Product & Strategy Officer Gurusamy Mathi acquired common shares through RSU vesting and exercised awards. The filing also shows a tax-related share disposition to satisfy withholding obligations tied to those vesting restricted stock units.

How many Lantronix (LTRX) shares did Gurusamy Mathi receive from RSU vesting?

On March 1, 2026, Gurusamy Mathi acquired 3,334 and 7,974 shares of Lantronix common stock at $0.00 per share, reflecting the conversion of previously granted restricted stock units into directly held common shares.

Why were 4,655 Lantronix (LTRX) shares disposed of in this Form 4?

The filing states that 4,655 Lantronix common shares were withheld at vesting to cover required tax withholding. This transaction used code F, indicating a tax-withholding disposition rather than an open-market sale of shares by the executive.

What are the vesting terms of Gurusamy Mathi’s Lantronix (LTRX) RSUs?

RSUs granted on June 1, 2024 and July 1, 2024 vest one-third on June 1, 2025 or July 1, 2025. The remaining two-thirds vest quarterly beginning September 1, 2025, with full vesting scheduled for June 1, 2027 under the award agreements.

How many Lantronix (LTRX) shares does Gurusamy Mathi own after these transactions?

After the March 1, 2026 transactions, Gurusamy Mathi directly owns 70,036 shares of Lantronix common stock. This reflects RSU conversions into common shares and the withholding of 4,655 shares to satisfy tax obligations at the time of vesting.