Netlist (NLST) launches 2026 equity plan with 33.6M shares reserved
Rhea-AI Filing Summary
Netlist, Inc. adopted a new 2026 Performance Equity Plan that authorizes the company to grant stock options, restricted and unrestricted stock, and other stock-based awards to employees, consultants, and directors. The plan reserves 33,600,000 shares of common stock, par value $0.001 per share, for future equity awards.
The board of directors approved the plan without stockholder approval and intends to grant performance-based awards to executive officers, including one or more named executive officers, as incentive compensation. Detailed terms of the plan and the related restricted stock unit agreement are provided in the attached exhibits.
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Insights
Netlist sets up a large new equity plan for broad-based and executive incentives.
Netlist has adopted a 2026 Performance Equity Plan allowing various stock-based awards, with 33,600,000 common shares reserved. Awards may go to employees, consultants, and directors, giving the board a flexible tool to structure compensation and retention.
The board approved this plan without a stockholder vote, which places more discretion with directors over equity usage. The board plans to issue performance-based awards to executive officers, including named executive officers, tying a portion of their incentive pay to achieving specified performance conditions under the plan documents.
Investors can review Exhibits 10.1 and 10.2 for exact mechanics such as vesting terms, performance metrics, and potential award types. Subsequent disclosures in company filings may show actual grants made under the plan and how extensively the 33,600,000-share reserve is utilized.
8-K Event Classification
Key Figures
Key Terms
2026 Performance Equity Plan financial
restricted and unrestricted stock awards financial
stock-based awards financial
named executive officers financial
emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2026, Netlist, Inc. (the “Company”) adopted the Netlist, Inc. 2026 Performance Equity Plan (the “Plan”). Pursuant to the terms of the Plan, the Company may, under the direction of the Company’s board of directors (the “Board”), make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees (including current and future executives), consultants and directors. The Company reserved 33,600,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the Plan. The Board intends to grant performance awards under the Plan to the Company’s executive officers, including awards to one or more of the Company’s named executive officers, as incentive compensation. The Plan was approved by the Board without stockholder approval.
The foregoing description of the terms of the Plan is not intended to be complete and is qualified in its entirety by reference to the Plan and the form of Restricted Stock Unit Agreement adopted under the Plan, copies of which are included hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 10.1# | Netlist, Inc. 2026 Performance Equity Plan. | |
| 10.2# | Form of Restricted Stock Unit Agreement issued pursuant to Netlist, Inc. 2026 Performance Equity Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# Management contract or compensatory plan or arrangement.
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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: July 2, 2026 | By: | /s/ Gail M. Sasaki |
| Gail M. Sasaki | ||
| Executive Vice President and Chief Financial Officer | ||
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FAQ
What did Netlist (NLST) announce in this Form 8-K?
Netlist announced adoption of its 2026 Performance Equity Plan. This plan authorizes stock options, restricted and unrestricted stock, and other stock-based awards for employees, consultants, and directors, establishing a new framework for equity-based compensation and incentives at the company.
Who is eligible to receive awards under Netlist’s 2026 Performance Equity Plan?
Awards may be granted to employees, including current and future executives, as well as consultants and directors. This broad eligibility lets Netlist use stock-based compensation across the organization, from senior leadership to other key personnel and service providers.
Will Netlist’s executive officers receive performance-based awards under the new plan?
Yes. The board intends to grant performance awards under the plan to Netlist’s executive officers, including one or more named executive officers. These awards are designed as incentive compensation tied to specified performance conditions described in the plan and related award agreement.
Did Netlist (NLST) seek stockholder approval for the 2026 Performance Equity Plan?
No. The plan was approved by Netlist’s board of directors without stockholder approval. The board has authority under the plan to direct and oversee grants of equity awards, subject to the terms set out in the plan document and related agreements.
Where can investors find the full terms of Netlist’s 2026 Performance Equity Plan?
The complete plan document is filed as Exhibit 10.1 to the report. A form of Restricted Stock Unit Agreement issued under the plan is filed as Exhibit 10.2, providing additional detail on award structure, vesting provisions, and other contractual terms.