Netlist (NLST) CFO sells 20,898 shares to cover RSU tax obligations

Rhea-AI Filing Summary

NETLIST INC executive vice president and CFO Gail M. Sasaki reported an open-market sale of 20,898 shares of common stock at a weighted average price of $1.50 per share. According to the disclosure, the sale was made solely to cover tax withholding obligations arising from the vesting of restricted stock units and is described as a non-discretionary "sell to cover" transaction. Following this sale, Sasaki directly holds 518,470 shares of NETLIST INC common stock, which the disclosure states includes shares subject to unvested restricted stock units.

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).

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 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)
03/16/2026

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	03/16/2026		S		20,898(1)	D	$1.5(2)	518,470(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 $1.50 to $1.53 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	03/16/2026
	** 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).
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FAQ

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

NETLIST INC reported that EVP and CFO Gail M. Sasaki sold 20,898 shares of common stock. The transaction was linked to tax withholding obligations from vesting restricted stock units, rather than a discretionary open-market sale for portfolio or valuation reasons.

At what price were the NETLIST INC (NLST) shares sold in this Form 4 filing?

The reported weighted average sale price was $1.50 per share for 20,898 NETLIST INC shares. A footnote explains the stock was sold in multiple trades between $1.50 and $1.53, and detailed breakdowns are available upon request from the reporting person.

Why did NETLIST INC CFO Gail M. Sasaki sell 20,898 NLST shares?

The filing states the shares were sold to cover tax withholding obligations tied to vesting restricted stock units. It describes the transaction as a non-discretionary "sell to cover" event, indicating the sale was executed to satisfy tax liabilities rather than initiated as an investment decision.

How many NETLIST INC (NLST) shares does Gail M. Sasaki hold after the reported sale?

After the tax-related sale, Gail M. Sasaki directly holds 518,470 shares of NETLIST INC common stock. The disclosure notes that this amount includes shares underlying unvested restricted stock units, reflecting both currently vested and still-vesting equity awards.

Does the NETLIST INC (NLST) Form 4 indicate any remaining derivative or option positions for the CFO?

The summary data for this Form 4 shows no derivative transactions and no remaining derivative positions. The transaction involved only common stock and was associated with restricted stock units, with no options or other derivatives listed in the disclosure.

Is the NETLIST INC (NLST) insider sale by the CFO considered discretionary?

A footnote clarifies that the sale does not represent a discretionary transaction by the reporting person. It was executed as a "sell to cover" trade specifically to fund required tax withholding on the vesting of restricted stock units, making it a routine compensation-related event.