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Netlist (OTCQB: NLST) revenue surges in 2025 as net loss narrows

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Netlist reported sharply improved results for 2025 while remaining unprofitable. Net sales rose to $75.7 million in the fourth quarter from $34.3 million a year earlier, lifting quarterly gross profit to $6.9 million from $0.3 million.

For the full year, net sales increased to $188.6 million from $147.1 million and gross profit grew to $11.4 million from $2.9 million. The net loss narrowed to $2.2 million in the quarter and $24.8 million for the year, compared with losses of $12.7 million and $53.9 million, helped by lower intellectual property legal fees.

As of December 27, 2025, Netlist held $42.1 million in cash, cash equivalents and restricted cash and total assets of $49.5 million, with a working capital deficit of $6.4 million and stockholders’ deficit of $5.2 million. Management highlighted appellate wins on key patents, expanded enforcement actions around DDR5 and HBM memory technologies, and continued R&D investment in next‑generation products such as MRDIMM and CXL NVDIMM.

Positive

  • Stronger revenue and gross profit: Q4 2025 net sales more than doubled to $75.7 million and full-year sales rose to $188.6 million, lifting gross profit to $11.4 million from $2.9 million.
  • Losses narrowed materially: Net loss improved to $2.2 million in Q4 and $24.8 million for 2025, versus $12.7 million and $53.9 million in 2024.
  • Lower IP legal spend: Intellectual property legal fees declined from $37.96 million in 2024 to $20.23 million in 2025, easing operating pressure.
  • IP and technology progress: The company reports appellate wins on patent validity, expanded DDR5/HBM enforcement actions, and continued R&D on MRDIMM and CXL NVDIMM.

Negative

  • Continuing losses and deficits: Despite improvement, Netlist still posted a $24.8 million net loss in 2025, with a $6.4 million working capital deficit and $5.2 million stockholders’ deficit as of December 27, 2025.
  • High legal cost dependence: Intellectual property legal fees of $20.23 million in 2025 remain a large expense, and forward-looking statements highlight significant risks around ongoing litigation and patent enforcement outcomes.

Insights

Revenue and margins improved in 2025, but Netlist still runs losses and carries deficits.

Netlist delivered strong top-line growth, with Q4 2025 net sales of $75.7 million versus $34.3 million a year earlier and full-year sales up to $188.6 million. Gross profit scaled from $2.9 million to $11.4 million, showing better profitability on higher volumes.

Operating losses narrowed significantly as intellectual property legal fees fell from $37.96 million in 2024 to $20.23 million in 2025, cutting the annual net loss to $24.82 million from $53.87 million. However, legal spending remains a major cost line and results are still negative.

The balance sheet improved but remains strained, with cash, cash equivalents and restricted cash of $42.1 million and a working capital deficit of $6.4 million as of December 27, 2025. Stockholders’ deficit was $5.2 million. Management also emphasized appellate wins on patent validity and expanded enforcement of DDR5 and HBM-related IP, alongside R&D in MRDIMM and CXL NVDIMM, which ties performance to ongoing litigation outcomes and technology execution.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 3, 2026

 

 

 

 

  

NETLIST, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33170   95-4812784
(State or other jurisdiction of
incorporation)
  (Commission
 File Number)
  (IRS Employer
Identification Number)

 

111 Academy, Suite 100

Irvine, California 92617

(Address of principal executive offices)

 

(949) 435-0025

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common stock, par value $0.001 per share   NLST   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On March 3, 2026, Netlist, Inc. issued a press release announcing its financial results for the full year and fourth quarter ended December 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit    
Number   Description
99.1   Press Release of Netlist, Inc., dated March 3, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NETLIST, INC.
   
   
Date:  March 3, 2026 By: /s/ Gail M. Sasaki
    Gail M. Sasaki
    Executive Vice President and Chief Financial Officer

 

3

 

 

Exhibit 99.1

  

 

Netlist Reports Full Year and Fourth Quarter 2025 Results

 

IRVINE, CALIFORNIA, March 3, 2026 - Netlist, Inc. (OTCQB: NLST) today reported financial results for the full year and fourth quarter ended December 27, 2025.

 

Recent Highlights:

 

·Net sales for fourth quarter of 2025 were $75.7 million, an increase of 79% compared to third quarter of 2025 and an increase of 121% compared to the fourth quarter of 2024. Net sales for full year 2025 were $188.6 million, an increase of 28% compared to last year.
·Gross profit for fourth quarter of 2025 was $6.9 million, an increase of 2,620% compared to the same period last year. Full year gross profit was $11.4 million, an increase of 297% compared to last year.
·Net Loss for the fourth quarter of 2025 improved by 82% compared to the same period last year. Net Loss for the full year improved by 54% compared to the same period last year.

 

“Netlist’s improved financial performance in 2025 was driven by the company’s execution in response to rapidly changing market conditions,” said Chief Executive Officer, C.K. Hong. “During the year, Netlist made significant progress across various product and IP initiatives. We secured important appellate wins on the validity of our patents and expanded enforcement actions covering DDR5 and HBM technologies. We continue to invest in R&D programs for next-generation memory technologies including MRDIMM and CXL NVDIMM. We enter 2026 well positioned to capitalize on this progress.”

 

Net sales for the fourth quarter ended December 27, 2025 were $75.7 million, compared to net sales of $34.3 million for the fourth quarter ended December 28, 2024. Gross profit for the fourth quarter ended December 27, 2025 was $6.9 million, compared to a gross profit of $0.3 million for the fourth quarter ended December 28, 2024.

 

Net sales for the full year ended December 27, 2025 were $188.6 million, compared to net sales of $147.1 million for the full year ended December 28, 2024. Gross profit for the full year ended December 27, 2025 was $11.4 million, compared to a gross profit of $2.9 million for the full year ended December 28, 2024.

 

Net loss for the fourth quarter ended December 27, 2025 was ($2.2) million, or ($0.01) per share, compared to a net loss of ($12.7) million in the same prior year period, or ($0.05) per share. These results include stock-based compensation expense of $0.7 million and $0.8 million for the quarters ended December 27, 2025 and December 28, 2024, respectively.

 

Net loss for the full year ended December 27, 2025 was ($24.8) million, or ($0.09) per share, compared to a net loss in the same prior year period of ($53.9) million, or ($0.21) per share. These results include stock-based compensation expense of $3.4 million and $4.4 million for the full years ended December 27, 2025 and December 28, 2024, respectively.

 

As of December 27, 2025, cash, cash equivalents and restricted cash were $42.1 million, total assets were $49.5 million, working capital deficit was ($6.4) million, and stockholders’ deficit was ($5.2) million.

 

Conference Call Information

 

C.K. Hong, Chief Executive Officer, and Gail Sasaki, Chief Financial Officer, will host an investor conference call today, March 3, 2026 at 12:00 p.m. Eastern Time to review Netlist’s results for the full year and fourth quarter ended December 27, 2025. The live webcast and archived replay of the call can be accessed for 90 days in the Investors section of Netlist’s website at www.netlist.com.

 

 

 

 

About Netlist

 

Netlist is a leading innovator in advanced memory and storage solutions. With a rich portfolio of patented technologies, Netlist's inventions are foundational to the advancement of AI computing. To learn more about Netlist, please visit www.netlist.com.

 

Safe Harbor Statement

 

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this news release include, without limitation, statements about Netlist’s ability to execute on its strategic initiatives, its positioning to capitalize on market trends, the results of pending litigations and Netlist’s ability to successfully defend its intellectual property. Forward-looking statements are statements other than historical facts and often address future events or Netlist’s future performance and reflect management’s present expectations regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These risks, uncertainties and other factors include, among others: risks that Netlist may not be able to collect the substantial amount in damages previously awarded to it in its litigations (appeals in general could cause a lengthy delay in Netlist’s ability to collect damages awards, could overturn the verdicts or reduce the damages awards); risks that Netlist will suffer adverse outcomes in its litigation with Samsung, Micron or Google or in its various other active proceedings to defend the validity of its patents; risks related to Netlist’s plans for its intellectual property, including its strategies for monetizing, licensing, expanding, and defending its patent portfolio; risks associated with patent infringement litigation initiated by Netlist, or by others against Netlist, as well as the costs and unpredictability of any such litigation; risks associated with Netlist’s product sales, including the market and demand for products sold by Netlist and its ability to successfully develop and launch new products that are attractive to the market; the success of product, joint development and licensing partnerships; the competitive landscape of Netlist’s industry; and general economic, political and market conditions, factory slowdowns and/or shutdowns, and changes in international trade and tariff policies. All forward-looking statements reflect management’s present assumptions, expectations and beliefs regarding future events and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by any forward-looking statements. These and other risks and uncertainties are described in Netlist’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 filed with the SEC on March 28, 2025, and the other filings it makes with the U.S. Securities and Exchange Commission from time to time, including any subsequently filed quarterly and current reports. In particular, you are encouraged to review the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 that will be filed with the SEC for any revisions or updates to the information in this release. In light of these risks, uncertainties and other factors, these forward-looking statements should not be relied on as predictions of future events. These forward-looking statements represent Netlist’s assumptions, expectations and beliefs only as of the date they are made, and except as required by law, Netlist undertakes no obligation to revise or update any forward-looking statements for any reason.

 

Investor Relations Contacts:

 

Mike Smargiassi  
The Plunkett Group  
NLST@theplunkettgroup.com  
(212) 739-6729  
   
Gail M. Sasaki  
Netlist, Inc., Chief Financial Officer  
gsasaki@netlist.com  
(949) 435-0025  

 

 

 

 

NETLIST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) (Unaudited)

 

   December 27,   December 28, 
   2025   2024 
         
ASSETS
Current assets:          
Cash and cash equivalents  $31,782   $22,507 
Restricted cash   10,300    12,100 
Accounts receivable, net   2,411    1,671 
Inventories   3,383    2,744 
Prepaid expenses and other current assets   332    733 
Total current assets   48,208    39,755 
           
Property and equipment, net   300    517 
Operating lease right-of-use assets   541    1,101 
Other assets   428    466 
Total assets  $49,477   $41,839 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:          
Accounts payable  $20,612   $42,307 
Revolving line of credit   1,788    1,230 
Accrued payroll and related liabilities   852    808 
Deferred revenue   30,570    40 
Other current liabilities   818    2,675 
Total current liabilities   54,640    47,060 
Operating lease liabilities   23    641 
Other liabilities   17    186 
Total liabilities   54,680    47,887 
           
Commitments and contingencies          
           
Stockholders’ deficit:          
Preferred stock        
Common stock   308    273 
Additional paid-in capital   357,001    331,367 
Accumulated deficit   (362,512)   (337,688)
Total stockholders’ deficit   (5,203)   (6,048)
Total liabilities and stockholders’ deficit  $49,477   $41,839 

 

 

 

 

NETLIST, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) (Unaudited)

 

   Three Months Ended   Year Ended 
   December 27,   December 28,   December 27,   December 28, 
   2025   2024   2025   2024 
Net sales  $75,715   $34,275   $188,630   $147,103 
Cost of sales(1)   68,805    34,021    177,190    144,219 
Gross profit   6,910    254    11,440    2,884 
Operating expenses:                    
Research and development(1)   948    1,077    3,496    8,064 
Intellectual property legal fees   4,689    9,555    20,231    37,958 
Selling, general and administrative(1)   3,619    2,737    13,223    12,090 
Total operating expenses   9,256    13,369    36,950    58,112 
Operating loss   (2,346)   (13,115)   (25,510)   (55,228)
Other income, net:                    
Interest income, net   63    252    522    1,048 
Other income, net   34    149    164    316 
Total other income, net   97    401    686    1,364 
Loss before provision for income taxes   (2,249)   (12,714)   (24,824)   (53,864)
Provision for income taxes               1 
Net loss  $(2,249)  $(12,714)  $(24,824)  $(53,865)
                     
Loss per common share:                    
Basic and diluted  $(0.01)  $(0.05)  $(0.09)  $(0.21)
Weighted-average common shares outstanding:                    
Basic and diluted   305,865    270,089    286,638    259,904 
                     
(1) Amounts include stock-based compensation expense as follows:                    
                     
Cost of sales  $21   $17   $83   $99 
Research and development   114    110    552    908 
Selling, general and administrative   559    677    2,803    3,429 
Total stock-based compensation  $694   $804   $3,438   $4,436 

 

 

 

FAQ

How did Netlist (NLST) perform financially in Q4 2025?

Netlist’s Q4 2025 net sales were $75.7 million, up from $34.3 million a year earlier. Gross profit increased to $6.9 million, and the net loss narrowed to $2.2 million compared with a $12.7 million loss in the prior-year quarter.

What were Netlist (NLST) full-year 2025 results?

For 2025, Netlist reported net sales of $188.6 million versus $147.1 million in 2024. Gross profit rose to $11.4 million, and the annual net loss improved to $24.8 million from $53.9 million, reflecting better margins and lower legal expenses.

What is Netlist’s cash and balance sheet position at year-end 2025?

As of December 27, 2025, Netlist had $42.1 million in cash, cash equivalents and restricted cash and total assets of $49.5 million. It reported a working capital deficit of $6.4 million and stockholders’ deficit of $5.2 million, indicating a still-leveraged balance sheet.

How much did Netlist (NLST) spend on intellectual property legal fees in 2025?

Netlist recorded $20.23 million of intellectual property legal fees in 2025, down from $37.96 million in 2024. This reduction contributed to narrowing operating and net losses, though legal costs remain a significant component of overall expenses.

What strategic initiatives did Netlist highlight in its 2025 results?

Netlist emphasized appellate wins supporting the validity of its patents and expanded enforcement actions for DDR5 and HBM technologies. The company also highlighted ongoing R&D investments in next-generation memory solutions, including MRDIMM and CXL NVDIMM, to support future product and IP monetization.

What risks did Netlist outline related to its 2025 performance and outlook?

Netlist noted risks around collecting previously awarded litigation damages, potential adverse outcomes in cases with Samsung, Micron and Google, uncertainties in patent enforcement, dependence on product demand, competitive pressures, and broader economic and trade conditions.

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