Netlist (NLST) director reports 150,000 RSU grant and 230,000 shares owned

Rhea-AI Filing Summary

Netlist, Inc. reported that one of its directors received an award of 150,000 shares of common stock in the form of restricted stock units on 11/26/2025 at a grant price of $0.00 per share. These RSUs vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025, and one RSU converts into one share of common stock when it vests. After this grant, the director beneficially owns 230,000 shares of Netlist common stock, which includes shares subject to unvested RSUs. This filing reflects equity-based compensation that ties part of the director’s ownership to future service and company performance over the vesting period.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Cho Jun

(Last) (First) (Middle)

111 ACADEMY, SUITE 100

(Street)

IRVINE CA 92617

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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

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

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

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	11/26/2025		A		150,000(1)	A	$0.00	230,000(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. The shares subject to the restricted stock units (the "RSUs") vest over a period of four years, with 1/4 of such shares vesting on each anniversary of November 15, 2025. The shares will be delivered to the reporting person upon vesting of the RSUs. Each RSU represents a contingent right to receive one share of common stock.

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

	/s/ Gail M. Sasaki, Attorney-in-Fact	12/01/2025
	** 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.

FAQ

What insider transaction did Netlist (NLST) report in this Form 4?

A Netlist director received 150,000 restricted stock units (RSUs) of Netlist common stock on 11/26/2025 at a grant price of $0.00 per share.

How do the Netlist (NLST) RSUs granted to the director vest?

The 150,000 RSUs vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025.

What does each RSU represent for the Netlist (NLST) director?

Each Netlist RSU represents a contingent right to receive one share of common stock, delivered to the reporting person when the RSU vests.

How many Netlist (NLST) shares does the director beneficially own after this RSU grant?

Following the reported transaction, the director beneficially owns 230,000 shares of Netlist common stock, including shares subject to unvested RSUs.

Is the reporting person a director, officer, or major shareholder of Netlist (NLST)?

The reporting person is identified as a director of Netlist, Inc., and is not marked as a 10% owner in the filing.

Does this Netlist (NLST) Form 4 involve derivative securities like options or warrants?

The disclosed transaction involves restricted stock units that settle into common stock; the table for other derivative securities shows no additional entries in this excerpt.