Lantronix Form 4: CEO Increases Stake, Sells Shares Only for Taxes

Rhea-AI Filing Summary

Lantronix Inc. (LTRX) – Form 4 insider transaction report filed 07/02/2025

President & CEO Saleel Awsare reported routine equity compensation activity effective 07/01/2025. A total of 23,295 common shares were acquired at $0 cost through the vesting of previously granted restricted stock units (RSUs). To cover statutory tax withholding, 10,199 shares were simultaneously surrendered to the issuer at a fair-market valuation of $2.82 per share, resulting in a net increase of 13,096 shares to the executive’s direct holdings.

Post-transaction, Awsare directly owns 287,467 common shares and retains 46,599 unvested/derivative RSUs that continue to vest quarterly through 06/01/2027. No open-market sales or purchases were reported; all dispositions were tax-related and executed at market price, minimizing cash impact.

The filing signals continued equity alignment between the CEO and shareholders but does not represent a strategic purchase or sale that would materially alter ownership structure or indicate a change in outlook. Given the modest dollar value (~$28,000 in withheld shares) relative to Lantronix’s daily trading volume and Awsare’s overall stake, the market impact is expected to be neutral.

Positive

• CEO increased direct ownership by 13,096 shares, supporting alignment with shareholder interests
• No open-market selling; all dispositions were tax-related, reducing negative signaling risk

Negative

• 10,199 shares surrendered to cover taxes, creating slight dilution, though dollar amount is immaterial

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting adds 13k shares to CEO stake; minimal market impact.

The Form 4 reflects the first one-third tranche of RSUs granted 07/01/2024. Vesting adds 23,295 shares, while 10,199 shares were forfeited for taxes, a common cash-less settlement mechanism. Awsare’s direct ownership rises to 287,467 shares, enhancing management–shareholder alignment. No discretionary open-market sales occurred, so signaling risk is low. Remaining 46,599 RSUs provide ongoing retention incentives through 2027. From a governance angle, the structure is standard and shareholder-friendly.

Small-Cap Portfolio Manager

TL;DR: Neutral insider activity; token value, no read-through on fundamentals.

Dollar value of withheld shares (~$28k) is immaterial versus LTRX’s float, and the absence of elective selling limits bearish interpretation. The incremental 13k-share increase marginally tightens supply but is unlikely to shift liquidity or sentiment. Investors should monitor subsequent Form 4s for patterns, yet this single event neither strengthens nor weakens the investment thesis.

Insider Trade Summary

23,295 shares exercised/converted

Mixed 3 txns

Insider Awsare Saleel

Role President & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,295	$0.00	--
Grant/Award	Common Stock	23,295	$0.00	--
Tax Withholding	Common Stock	10,199	$2.82	$29K

Holdings After Transaction: Restricted Stock Units — 46,599 shares (Direct); Common Stock — 297,666 shares (Direct)

Footnotes (1)

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 In accordance with the terms of the applicable RSU award agreements, 10,199 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

Form 4 Insider Transactions: What Each Field Means →

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^*

Awsare Saleel

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		A(1)		23,295	A	$0	297,666	D
Common Stock	07/01/2025		F(2)		10,199	D	$2.82	287,467	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)	07/01/2025		M			23,295	(1)	(1)	Common Stock	23,295	$0	46,599	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. In accordance with the terms of the applicable RSU award agreements, 10,199 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

	/s/ Brent Stringham, Attorney-in-fact for Saleel Awsare	07/02/2025
	** 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

How many Lantronix (LTRX) shares did the CEO acquire on 07/01/2025?

23,295 shares were acquired through RSU vesting.

Why were 10,199 LTRX shares disposed of in the same Form 4?

They were withheld to satisfy tax obligations at $2.82 per share.

What is the CEO’s total direct ownership after the transaction?

Saleel Awsare now owns 287,467 common shares directly.

How many RSUs remain unvested for the CEO?

The filing shows 46,599 RSUs still outstanding, vesting quarterly until 06/01/2027.

Does this insider transaction imply a change in Lantronix’s outlook?

No—activity is routine compensation-related and is considered neutral for valuation.