Netlist (NLST) EVP & CFO receives 200,000 restricted stock units in Form 4 filing

Rhea-AI Filing Summary

Netlist, Inc. reported that its Executive Vice President and Chief Financial Officer, Gail M. Sasaki, received a grant of 200,000 restricted stock units (RSUs) of Netlist common stock on 11/26/2025. 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. Following this award, Sasaki beneficially owns 539,368 shares of Netlist common stock, which includes shares underlying unvested RSUs.

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

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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^*

SASAKI GAIL M

(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)

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

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		200,000(1)	A	$0.00	539,368(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 RSUs.

	/s/ Gail M. Sasaki	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) disclose in this Form 4?

Netlist disclosed that its EVP and CFO, Gail M. Sasaki, received 200,000 restricted stock units (RSUs) of Netlist common stock on 11/26/2025.

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

The 200,000 RSUs vest over four years, with 1/4 of the shares vesting on each anniversary of November 15, 2025. Shares are delivered upon vesting.

What does each RSU granted by Netlist (NLST) represent?

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

How many Netlist (NLST) shares does the CFO beneficially own after this transaction?

After the RSU grant, Gail M. Sasaki beneficially owns 539,368 shares of Netlist common stock, which includes shares subject to unvested RSUs.

Was there any cash paid for the Netlist (NLST) RSU grant to the CFO?

The Form 4 reports the 200,000 RSUs as acquired at a reported price of $0.00, consistent with a typical equity compensation award rather than a market purchase.

What is the reporting status of the person in this Netlist (NLST) Form 4?

The reporting person, Gail M. Sasaki, is identified as an officer of Netlist with the title EVP and CFO, and the filing is made by one reporting person.