Form 4: LTRX Director Disposes of 166,454 Shares, Retains Large Stake

Rhea-AI Filing Summary

Bernhard Bruscha, a director of Lantronix, Inc. (LTRX), reported insider disposition activity on a Form 4. The filing shows a sale of 10,000 shares of common stock on 09/02/2025 at a weighted average price of $5.03, and a separate reported disposition of 156,454 shares. The report discloses that Mr. Bruscha serves as managing director of TL Investment GmbH, which directly owns 5,166,471 shares, and that 12,993 shares are held by his spouse (he disclaims beneficial ownership except to the extent of pecuniary interest). The filing was signed by an attorney-in-fact on behalf of Mr. Bruscha on 09/04/2025.

Positive

• Transparent reporting of insider transactions on Form 4
• Large indirect ownership retained via TL Investment GmbH (5,166,471 shares)

Negative

• Insider dispositions totaling 166,454 shares reported, including a large 156,454-share disposal
• Sale details incomplete for the larger disposition (no price reported for the 156,454-share line)

Insights

Financial Analyst

TL;DR Insider director sold a material block of shares while retaining large indirect holdings via TL Investment GmbH.

The Form 4 documents dispositions totaling 166,454 shares (10,000 shares reported at a weighted average price of $5.03 and an additional 156,454 shares disposition). From an investor-impact perspective, the sale is notable because the reporting person also has a substantial indirect stake through TL Investment GmbH of 5,166,471 shares, which suggests continued significant exposure despite the dispositions. The filing provides clear transactional facts but does not include resale prices for the larger disposition line, limiting price-based impact analysis.

Corporate Governance Expert

TL;DR Director-level insider disclosed routine sales while retaining control-linked ownership through an entity he manages.

The disclosure indicates appropriate Form 4 reporting and a clear statement of relationships: Mr. Bruscha is a director and the managing director of TL Investment GmbH, the direct owner of millions of shares. The filing includes a disclaimer regarding shares held by his spouse. Governance-wise, the report demonstrates compliance with Section 16 reporting obligations, but the combination of CEO/director-linked entity ownership and concurrent dispositions is a governance detail stakeholders will note for ownership concentration and potential voting outcomes.

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
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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^*

BRUSCHA BERNHARD

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		10,000	D	$5.03(1)	12,993	I	By spouse(3)
Common Stock								5,166,471	I	By TL Investment GmbH(2)
Common Stock								156,454	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

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $5.02 to $5.05. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. Bernhard Bruscha serves as managing director of TL Investment GmbH, a company formed under the laws of Germany and the direct owner of the subject securities.

3. The Reporting Person disclaims beneficial ownership of shares of the Issuer's common stock held by his spouse, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such reported shares for purposes of Section 16 or for any other purpose.

	/s/ Brent Stringham, Attorney-in-fact for Bernhard Bruscha	09/04/2025
	** 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 transactions were reported for LTRX on this Form 4?

The Form 4 reports dispositions of 10,000 shares sold on 09/02/2025 at a weighted average price of $5.03 and a separate disposition of 156,454 shares.

How much LTRX stock does Bernhard Bruscha indirectly own?

The filing states that TL Investment GmbH, for which Mr. Bruscha serves as managing director, directly owns 5,166,471 shares of Lantronix common stock.

Does the Form 4 disclose shares held by the reporting person’s spouse?

Yes. The filing reports 12,993 shares held by the reporting person’s spouse, and the reporting person disclaims beneficial ownership except for any pecuniary interest.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by an attorney-in-fact on behalf of Bernhard Bruscha on 09/04/2025.

Was a weighted average price provided for the transactions?

A weighted average price of $5.03 is reported for the 10,000-share sale executed in multiple trades at prices between $5.02 and $5.05; no price is reported for the 156,454-share disposition line.