LTRX Form 4: CFO Brent Stringham RSU Vesting Increases Holdings to 85,440 Shares

Rhea-AI Filing Summary

Brent M. Stringham, Chief Financial Officer of Lantronix, Inc. (LTRX), reported multiple restricted stock unit (RSU) vestings on 09/01/2025. The filing shows RSUs from grants dated 09/13/2021, 01/02/2022, 09/01/2022, 10/03/2023 and 10/01/2024 vesting on that date and converting into shares of common stock. The reported RSU vestings totaled 14,796 RSUs and increased potential common shares held.

Per the RSU award terms, 5,291 shares were withheld to satisfy tax withholding, and the reporting person beneficially owned 85,440 shares following the transactions reported on this Form 4.

Positive

• CFO vested RSUs in line with previously disclosed grant schedules, showing compensation plan terms functioning as intended
• Insider ownership remains substantial with 85,440 shares beneficially owned after vesting and withholding

Negative

• 5,291 shares withheld to satisfy tax withholding reduced the net share increase from the vesting event

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting and tax withholding; no open-market sales reported.

The Form 4 documents scheduled vesting events for the CFO totalling 14,796 RSUs that converted into common shares on 09/01/2025 under previously disclosed grant schedules. The withholding of 5,291 shares to cover taxes is a standard administrative action at vesting and does not indicate active selling in the open market. This disclosure is material only as a change in insider beneficial ownership levels but does not reflect a change in company guidance, operations, or capital structure. Impact on share count is immaterial relative to public float based solely on information in this filing.

Corporate Governance Expert

TL;DR: Shows executive compensation vesting according to plan; consistent with prior grant schedules.

The filing cites specific grant dates and vesting schedules (grants from 2021–2024 with ratable quarterly vesting through 2025–2027). Reporting of these vesting events aligns with standard governance transparency for insider compensation. The transaction codes indicate vesting (M) and a tax withholding disposition (F), both routine. No indications of unusual disposition codes or accelerated vesting terms appear in this disclosure.

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^*

Stringham Brent Michael

(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 Financial 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)		313	A	$0	76,248	D
Common Stock	09/01/2025		M(2)		375	A	$0	76,623	D
Common Stock	09/01/2025		M(3)		667	A	$0	77,290	D
Common Stock	09/01/2025		M(4)		550	A	$0	77,840	D
Common Stock	09/01/2025		M(5)		12,891	A	$0	90,731	D
Common Stock	09/01/2025		F(6)		5,291	D	$4.97	85,440	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			313	(1)	(1)	Common Stock	313	$0	0	D
Restricted Stock Units	(2)	09/01/2025		M			375	(2)	(2)	Common Stock	375	$0	375	D
Restricted Stock Units	(3)	09/01/2025		M			667	(3)	(3)	Common Stock	667	$0	0	D
Restricted Stock Units	(4)	09/01/2025		M			550	(4)	(4)	Common Stock	550	$0	2,201	D
Restricted Stock Units	(5)	09/01/2025		M			12,891	(5)	(5)	Common Stock	12,891	$0	25,786	D

Explanation of Responses:

1. Represents outstanding restricted stock units ("RSUs") granted on September 13, 2021. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through September 1, 2025. Each RSU represents the right to receive one share of the issuer's common stock.

2. Represents outstanding RSUs granted on January 2, 2022. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through December 1, 2025. Each RSU represents the right to receive one share of the issuer's common stock.

3. Represents outstanding RSUs granted on September 1, 2022. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through September 1, 2025. Each RSU represents the right to receive one share of the issuer's common stock.

4. Represents outstanding RSUs granted on October 3, 2023. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through September 1, 2026. Each RSU represents the right to receive one share of the issuer's common stock.

5. Represents outstanding RSUs granted on October 1, 2024. The RSUs shall vest such that one-third (1/3) of the shares vest on September 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on December 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on September 1, 2027. Each RSU represents the right to receive one share of the issuer's common stock.

6. In accordance with the terms of the applicable RSU award agreements, 5,291 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

	/s/ Brent Stringham	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

Who filed this Form 4 for LTRX?

The Form 4 was filed by Brent Michael Stringham, the Chief Financial Officer of Lantronix, Inc.

What transactions occurred on 09/01/2025 for LTRX insider activity?

Multiple restricted stock units vested on 09/01/2025, totaling 14,796 RSUs that converted into common stock.

How many shares were withheld for taxes from the RSU vesting?

5,291 shares of Lantronix common stock were withheld at vesting to cover required tax withholding.

What is the reporting person’s beneficial ownership after these transactions?

Following the reported transactions and withholding, the reporting person beneficially owned 85,440 shares.

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

No open-market purchases or sales were reported; the transactions shown are RSU vestings (code M) and a withholding disposition (code F).