NETLIST (NLST) CFO executes 8,876-share sell-to-cover for RSU tax obligations

Rhea-AI Filing Summary

NETLIST INC EVP and CFO Gail M. Sasaki reported an open-market sale of 8,876 shares of Common Stock at a weighted average price of $2.6264 per share. According to the footnotes, these shares were sold solely to cover tax withholding obligations tied to the vesting of restricted stock units through a "sell to cover" transaction, and the sale is described as non-discretionary.

The shares were sold in multiple trades at prices ranging from $2.5624 to $2.70 per share. After these transactions, Sasaki directly holds 484,594 shares, and this amount includes shares subject to unvested restricted stock units, indicating she retains a substantial equity position in the company.

Insider Trade Summary 10b5-1

Net Seller: 8,876 shares ($23,312)

Net Sell 1 txn

Insider SASAKI GAIL M

Role EVP and CFO

Sold 8,876 shs ($23K)

Type	Security	Shares	Price	Value
Sale	Common Stock	8,876	$2.6264	$23K

Holdings After Transaction: Common Stock — 484,594 shares (Direct, null)

Footnotes (1)

1. Represents the number of shares sold by the reporting person to cover tax withholding obligation in connection with the vesting of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the reporting person. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.5624 to $2.70 per share. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The amount reported includes shares subject to unvested RSUs.

Key Figures

Shares sold: 8,876 shares Weighted average sale price: $2.6264 per share Post-transaction holdings: 484,594 shares +1 more

4 metrics

Shares sold 8,876 shares Open-market sale reported on Form 4

Weighted average sale price $2.6264 per share Price for 8,876 shares sold

Post-transaction holdings 484,594 shares Direct ownership after sale, includes unvested RSUs

Sale price range $2.5624–$2.70 per share Multiple transactions within this range

Key Terms

restricted stock units, sell to cover, weighted average price

3 terms

restricted stock units financial

"tax withholding obligation in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"to be funded by a "sell to cover" transaction and does not represent"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

weighted average price financial

"The reported price in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

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).

X

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^*

SASAKI GAIL M

(Last) (First) (Middle)

111 ACADEMY, SUITE 100

(Street)

IRVINE CALIFORNIA 92617

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NETLIST INC [ NLST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/15/2026		S		8,876(1)	D	$2.6264(2)	484,594(3)	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

Explanation of Responses:

1. Represents the number of shares sold by the reporting person to cover tax withholding obligation in connection with the vesting of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the reporting person.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.5624 to $2.70 per share. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The amount reported includes shares subject to unvested RSUs.

	/s/ Gail M. Sasaki	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NETLIST INC (NLST) report for Gail M. Sasaki?

NETLIST INC disclosed that EVP and CFO Gail M. Sasaki sold 8,876 shares. The shares were sold as part of a sell-to-cover arrangement for taxes on vesting restricted stock units, not as a discretionary open-market sale.

At what price did Gail M. Sasaki’s NETLIST (NLST) shares sell in this Form 4?

The reported weighted average sale price was $2.6264 per share. Footnotes state the 8,876 shares were sold in multiple transactions, with prices ranging from $2.5624 to $2.70 per share in connection with RSU tax withholding.

Why did NETLIST EVP and CFO Gail M. Sasaki sell 8,876 shares?

The sale was to cover tax withholding obligations from vesting restricted stock units. The filing notes this was a "sell to cover" transaction designed to fund taxes and does not represent a discretionary trading decision by the executive.

How many NETLIST (NLST) shares does Gail M. Sasaki hold after this transaction?

After the tax-related sale, Gail M. Sasaki holds 484,594 shares directly. The Form 4 notes that this amount includes shares subject to unvested restricted stock units, so her overall equity stake remains significant following the transaction.

Does the NETLIST (NLST) Form 4 indicate routine tax withholding activity?

Yes, the filing describes the transaction as a sell-to-cover for tax withholding. Shares were sold solely to satisfy tax obligations arising from RSU vesting, which the footnote clarifies does not constitute a discretionary open-market trade by the executive.