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Lantronix insider stock awards vest; shares withheld

Lantronix’s Chief Product & Strategy Officer received vested RSU shares and had portions withheld to satisfy tax obligations, with no Rule 10b5-1 plan in place.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LANTRONIX INC (LTRX) reported that Chief Product & Strategy Officer Mathi Gurusamy had several restricted stock unit (RSU) awards vest on September 1, 2026, resulting in the acquisition of multiple blocks of common stock. RSUs from grants dated July 1, 2024, June 1, 2024, and July 11, 2025 (including performance-based RSUs tied to earnings per share and revenue targets) were converted into common shares. In connection with these vestings, shares were withheld to cover required tax withholding, and no Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Gurusamy Mathi
Role Chief Product & Strategy Ofcr
Type Security Shares Price Value
Exercise Restricted Stock Units F1 3,334 $0.00 $0.00
Exercise Restricted Stock Units F2 7,975 $0.00 $0.00
Exercise Restricted Stock Units F3 7,118 $0.00 $0.00
Exercise Restricted Stock Units F5 15,335 $0.00 $0.00
Exercise Common Stock F1 3,334 $0.00 $0.00
Exercise Common Stock F2 7,975 $0.00 $0.00
Exercise Common Stock F3 7,118 $0.00 $0.00
Tax Withholding Common Stock F4 8,452 $5.15 $44K
Exercise Common Stock F5 15,335 $0.00 $0.00
Tax Withholding Common Stock F6 7,035 $5.15 $36K
Holdings After Transaction: Restricted Stock Units — 105,222 contracts (Direct); Common Stock — 99,081 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. Represents RSUs granted on June 1, 2024. The 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. F3. Represents RSUs granted on July 11, 2025. The RSUs shall vest such that one-third (1/3) of the shares vest on July 11, 2026 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on September 1, 2026, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2028.
  4. F4. In accordance with the terms of the RSU Agreement, 8,452 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
  5. F5. On July 11, 2025, the reporting person was granted RSUs with performance-based vesting requirements. The number of RSUs that were eligible to vest based on certain earnings per share targets and revenue targets for fiscal 2026 shall vest such that 15,335 shares vest on September 1, 2026 and the remaining 21,469 shares vest quarterly thereafter beginning December 1, 2026 such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2028.
  6. F6. In accordance with the terms of the applicable RSUs with performance-based vesting requirements award agreements, 7,035 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
RSUs converted (July 1, 2024 grant) 3,334 shares RSUs granted July 1, 2024 that vested and converted on September 1, 2026
RSUs converted (June 1, 2024 grant) 7,975 shares RSUs granted June 1, 2024 that vested and converted on September 1, 2026
RSUs converted (July 11, 2025 time-based) 7,118 shares RSUs granted July 11, 2025 that vested and converted on September 1, 2026
Performance-based RSUs vested 15,335 shares Performance-based RSUs from July 11, 2025 grant that vested on September 1, 2026
Shares withheld for tax (time-based RSUs) 8,452 shares at $5.15 per share Common stock withheld at vesting to cover required tax withholding under RSU Agreement
Shares withheld for tax (performance-based RSUs) 7,035 shares at $5.15 per share Common stock withheld at vesting for tax withholding on performance-based RSUs
Restricted Stock Units financial
"Represents restricted stock units ("RSUs") granted on July 1, 2024"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based vesting requirements financial
"RSUs with performance-based vesting requirements"
tax withholding financial
"shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
earnings per share targets financial
"eligible to vest based on certain earnings per share targets and revenue targets"

FAQ

What insider activity at LTRX did Mathi Gurusamy report on this Form 4?

The filing reports RSU vestings for Mathi Gurusamy on September 1, 2026, where multiple RSU awards converted into Common Stock, with some shares subsequently withheld to cover tax obligations.

Which RSU grants for LTRX vested for Mathi Gurusamy in this filing?

RSUs granted on July 1, 2024, June 1, 2024, and July 11, 2025 vested in part. The July 11, 2025 grant includes performance-based RSUs tied to earnings per share and revenue targets for fiscal 2026.

How many LTRX shares were withheld for taxes in Mathi Gurusamy’s Form 4?

A total of 8,452 shares and 7,035 shares of Lantronix common stock were withheld at vesting under RSU agreements to cover required tax withholding.

Was a Rule 10b5-1 trading plan used for Mathi Gurusamy’s LTRX transactions?

No. The Form 4 indicates that no Rule 10b5-1 plan is reported for these RSU vesting and tax-withholding transactions.

What performance conditions applied to the July 11, 2025 LTRX RSU grant?

The July 11, 2025 RSUs have performance-based vesting requirements, with shares eligible to vest based on specified earnings per share targets and revenue targets for fiscal 2026, fully vesting by June 1, 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Gurusamy Mathi

(Last)(First)(Middle)
C/O LANTRONIX, INC.
48 DISCOVERY SUITE 250

(Street)
IRVINE CALIFORNIA 92618

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
LANTRONIX INC [ LTRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Product & Strategy Ofcr
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026M(1)3,334A$084,140D
Common Stock09/01/2026M(2)7,975A$092,115D
Common Stock09/01/2026M(3)7,118A$099,233D
Common Stock09/01/2026F(4)8,452D$5.1590,781D
Common Stock09/01/2026M(5)15,335A$0106,116D
Common Stock09/01/2026F(6)7,035D$5.1599,081D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/01/2026M3,334 (1) (1)Common Stock3,334$010,004D
Restricted Stock Units(2)09/01/2026M7,975 (2) (2)Common Stock7,975$023,924D
Restricted Stock Units(3)09/01/2026M7,118 (3) (3)Common Stock7,118$049,825D
Restricted Stock Units(5)09/01/2026M15,335 (5) (5)Common Stock15,335$021,469D
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 RSUs granted on June 1, 2024. The 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. Represents RSUs granted on July 11, 2025. The RSUs shall vest such that one-third (1/3) of the shares vest on July 11, 2026 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on September 1, 2026, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2028.
4. In accordance with the terms of the RSU Agreement, 8,452 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
5. On July 11, 2025, the reporting person was granted RSUs with performance-based vesting requirements. The number of RSUs that were eligible to vest based on certain earnings per share targets and revenue targets for fiscal 2026 shall vest such that 15,335 shares vest on September 1, 2026 and the remaining 21,469 shares vest quarterly thereafter beginning December 1, 2026 such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2028.
6. In accordance with the terms of the applicable RSUs with performance-based vesting requirements award agreements, 7,035 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
/s/ Brent Stringham, Attorney-in-fact for Mathi Gurusamy09/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)