Needham entities report multi-million-share holdings in Lantronix (LTRX)

Rhea-AI Filing Summary

Lantronix Inc reported a Schedule 13G filing showing passive ownership stakes held by Needham-related entities. The filing lists Needham Investment Management L.L.C., Needham Asset Management, LLC and George A. Needham each with 3,150,000 shares (7.1%), and Needham Aggressive Growth Fund with 2,400,000 shares (5.4%).

The shares are reported as held for advisory clients, with shared voting and dispositive power asserted; the reporting persons disclaim beneficial ownership beyond pecuniary interest. The filing is a passive disclosure of holdings rather than an active transaction.

Key Figures

Needham Investment Management holdings: 3,150,000 shares Needham Asset Management holdings: 3,150,000 shares Needham Aggressive Growth Fund holdings: 2,400,000 shares +3 more

6 metrics

Needham Investment Management holdings 3,150,000 shares Amount beneficially owned as reported in Item 4

Needham Asset Management holdings 3,150,000 shares Amount beneficially owned as reported in Item 4

Needham Aggressive Growth Fund holdings 2,400,000 shares Amount beneficially owned as reported in Item 4

George A. Needham holdings 3,150,000 shares Amount beneficially owned as reported in Item 4

Percent of class (3,150,000) 7.1% Percent of class as reported for 3,150,000 share positions

Percent of class (2,400,000) 5.4% Percent of class as reported for 2,400,000 share position

Key Terms

Schedule 13G, Shared Dispositive Power, Beneficially owned, Advisory clients

4 terms

Schedule 13G regulatory

"Item 1 lists issuer and Item 2 names the persons filing a Schedule 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Shared Dispositive Power regulatory

"Item 4 lists "Shared Dispositive Power" as 3,150,000 and 2,400,000"

Beneficially owned regulatory

"Item 4 states "Amount beneficially owned" for each reporting person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Advisory clients financial

"Item 6 states securities are directly owned by advisory clients of Needham Investment Management"

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Available on EDGAR 07/02/2026 - 05:19 PM Accepted by SEC EDGAR 07/02/2026 - 05:18 PM Learn about SEC filing dates

FAQ

What ownership stake does Needham report in LANTRONIX (LTRX)?

Needham entities report holdings of 3,150,000 and 2,400,000 shares. Needham Investment Management L.L.C., Needham Asset Management LLC and George A. Needham each report 3,150,000 shares (7.1%); Needham Aggressive Growth Fund reports 2,400,000 shares (5.4%).

Do Needham reporting persons claim beneficial ownership of the LTRX shares?

The reporting persons disclaim beneficial ownership except for pecuniary interest. The filing states the securities are directly owned by advisory clients and that each reporting person disclaims beneficial ownership beyond its economic interest.

What voting and dispositive powers are disclosed for the LTRX holdings?

The filing shows shared voting and shared dispositive power for the reported shares. For the 3,150,000 and 2,400,000 share positions the filing lists 0 sole power and the shared voting/dispositive power amounts as disclosed in Item 4.

Is this Schedule 13G filing an active trade or passive disclosure for LTRX?

This Schedule 13G is a passive holding disclosure. It reports long-term holdings held on behalf of advisory clients and does not describe purchases or sales in the filing excerpt provided.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

LANTRONIX INC

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

516548203

(CUSIP Number)

06/18/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 516548203

1

Names of Reporting Persons

Needham Investment Management L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,150,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 516548203

1

Names of Reporting Persons

Needham Asset Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,150,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP Number(s): 516548203

1

Names of Reporting Persons

Needham Aggressive Growth Fund

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,400,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,400,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,400,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.4 %

12

Type of Reporting Person (See Instructions)

IV, OO

SCHEDULE 13G

CUSIP Number(s): 516548203

1

Names of Reporting Persons

George A. Needham

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,150,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,150,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,150,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: LANTRONIX INC
(b)	Address of issuer's principal executive offices: 48 Discovery, Suite 250, Irvine, California 92618
Item 2.
(a)	Name of person filing: Needham Investment Management L.L.C. Needham Asset Management, LLC Needham Aggressive Growth Fund George A. Needham
(b)	Address or principal business office or, if none, residence: Needham Investment Management L.L.C. 250 Park Avenue, 10th Floor New York, New York 10117-1099 United States of America Needham Asset Management, LLC c/o Needham Investment Management L.L.C. 250 Park Avenue, 10th Floor New York, New York 10117-1099 United States of America Needham Aggressive Growth Fund c/o Needham Investment Management L.L.C. 250 Park Avenue, 10th Floor New York, New York 10117-1099 United States of America George A. Needham c/o Needham Investment Management L.L.C. 250 Park Avenue, 10th Floor New York, New York 10117-1099 United States of America
(c)	Citizenship: Needham Investment Management L.L.C. - Delaware Needham Asset Management, LLC - Delaware Needham Aggressive Growth Fund - Maryland George A. Needham - United States
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP Number(s): 516548203
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Needham Investment Management L.L.C. - 3,150,000 Needham Asset Management, LLC - 3,150,000 Needham Aggressive Growth Fund - 2,400,000 George A. Needham - 3,150,000
(b)	Percent of class: Needham Investment Management L.L.C. - 7.1% Needham Asset Management, LLC - 7.1% Needham Aggressive Growth Fund - 5.4% George A. Needham - 7.1%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Needham Investment Management L.L.C. - 0 Needham Asset Management, LLC - 0 Needham Aggressive Growth Fund - 0 George A. Needham - 0
	(ii) Shared power to vote or to direct the vote: Needham Investment Management L.L.C. - 3,150,000 Needham Asset Management, LLC - 3,150,000 Needham Aggressive Growth Fund - 2,400,000 George A. Needham - 3,150,000
	(iii) Sole power to dispose or to direct the disposition of: Needham Investment Management L.L.C. - 0 Needham Asset Management, LLC - 0 Needham Aggressive Growth Fund - 0 George A. Needham - 0
	(iv) Shared power to dispose or to direct the disposition of: Needham Investment Management L.L.C. - 3,150,000 Needham Asset Management, LLC - 3,150,000 Needham Aggressive Growth Fund - 2,400,000 George A. Needham - 3,150,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. All of the securities reported in this Schedule 13G are directly owned by advisory clients of Needham Investment Management L.L.C. None of those advisory clients, other Needham Aggressive Growth Fund, may be deemed to beneficially own more than 5% of the Common Stock, $0.0001 par value.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Please see Exhibit B attached hereto.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Needham Investment Management L.L.C.

Signature:	By: /s/ James W. Giangrasso
Name/Title:	James W. Giangrasso, Chief Financial Officer
Date:	07/02/2026

Needham Asset Management, LLC

Signature:	/s/ James W. Giangrasso
Name/Title:	James W. Giangrasso, Authorized Person
Date:	07/02/2026

Needham Aggressive Growth Fund

Signature:	/s/ James W. Giangrasso
Name/Title:	James W. Giangrasso, Chief Financial Officer
Date:	07/02/2026

George A. Needham

Signature:	/s/ George A. Needham
Name/Title:	George A. Needham
Date:	07/02/2026

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

Exhibit A - Joint Filing Agreement Exhibit B - Control Person Identification