[Form 4] NETLIST INC Insider Trading Activity

Netlist Inc. director Blake Welcher reported an open-market sale of 37,500 shares of Common Stock at $2.00 per share.

Rhea-AI Filing Summary

Netlist Inc. director Blake Welcher reported an open-market sale of 37,500 shares of Common Stock at $2.00 per share. The transaction occurred on April 22, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025.

Following this sale, Welcher directly holds 100,000 shares of Netlist Common Stock, and this reported amount includes shares subject to unvested restricted stock units.

Insider Trade Summary 10b5-1

Net Seller: 37,500 shares

Net Sell 1 txn

Insider WELCHER BLAKE

Role Director

Sold 37,500 shs ($75K)

Type	Security	Shares	Price	Value
Sale	Common Stock	37,500	$2.00	$75K

Holdings After Transaction: Common Stock — 100,000 shares (Direct)

Footnotes (2)

1. F1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.
2. F2. The amount reported includes shares subject to unvested restricted stock units.

Key Figures

Shares sold: 37,500 shares Sale price: $2.00 per share Shares held after sale: 100,000 shares +2 more

5 metrics

Shares sold 37,500 shares Open-market sale on April 22, 2026

Sale price $2.00 per share Price for Netlist Common Stock sold

Shares held after sale 100,000 shares Direct holdings following transaction, including unvested RSUs

Net share direction 37,500 net shares sold transactionSummary netBuySellShares

Transaction count 1 sale Single non-derivative transaction reported

Key Terms

Rule 10b5-1 trading plan, restricted stock units, open-market sale, Common Stock

4 terms

Rule 10b5-1 trading plan regulatory

"This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"The amount reported includes shares subject to unvested 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.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Netlist (NLST) director Blake Welcher report?

Blake Welcher reported selling 37,500 shares of Netlist Common Stock at $2.00 per share in an open-market transaction on April 22, 2026. This activity is disclosed in a Form 4 insider filing for transparency to shareholders.

Was Blake Welcher’s Netlist (NLST) share sale under a Rule 10b5-1 plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan that Welcher adopted on September 12, 2025. Such plans pre-schedule trades, helping separate routine portfolio management from discretionary timing decisions by insiders.

How many Netlist (NLST) shares does Blake Welcher hold after the sale?

After the April 22, 2026 sale, Blake Welcher directly holds 100,000 shares of Netlist Common Stock. This reported holding includes shares that are subject to unvested restricted stock units, as noted in the Form 4 footnotes.

What is the significance of the 37,500 Netlist (NLST) shares sold by Blake Welcher?

The Form 4 shows a single sale of 37,500 Netlist shares at $2.00 each, categorized as an open-market transaction. It represents a net-sell event for this filing, while Welcher retains a six-figure share position afterward.

Does Blake Welcher’s Form 4 for Netlist (NLST) involve any derivatives or options?

No derivatives or options are reported in this Form 4. The filing shows one non-derivative transaction in Netlist Common Stock and lists no remaining derivative positions in the derivative transaction summary section.

What does it mean that Netlist (NLST) holdings include unvested restricted stock units?

The footnote explains that Welcher’s reported 100,000-share holding includes shares tied to unvested restricted stock units. These represent equity awards that may vest over time, aligning director compensation with Netlist’s share performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 09:30 PM EDT Learn about SEC filing dates

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^*

WELCHER BLAKE

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026

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	04/22/2026		S		37,500(1)	D	$2	100,000(2)	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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.

2. The amount reported includes shares subject to unvested restricted stock units.

	/s/ Gail M. Sasaki, Attorney-in-Fact	04/24/2026
	** 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)