Netlist (NLST) CEO and Chairman granted 1,000,000 RSUs in Form 4 filing

Rhea-AI Filing Summary

Netlist, Inc. reported an equity award to its President, CEO and Chairman in a Form 4 filing. On 11/26/2025, the executive acquired 1,000,000 shares of common stock through restricted stock units at a stated price of $0.00 per share. After this grant, the executive beneficially owns 8,054,382 common shares directly and 3,611,177 common shares indirectly through the Hong-Cha Property Trust.

The filing explains that the restricted stock units, or RSUs, vest over four years, with one quarter of the shares vesting on each anniversary of November 15, 2025. Each RSU represents a contingent right to receive one share of Netlist common stock upon vesting, and the shares are delivered as the RSUs vest over time.

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).

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^*

Hong Chun K

(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
X	Officer (give title below)		Other (specify below)
	President, CEO and Chairman

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		1,000,000(1)	A	$0.00	8,054,382(2)	D
Common Stock								3,611,177	I	Hong-Cha Property Trust

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, 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) disclose in this Form 4?

Netlist disclosed that its President, CEO and Chairman acquired 1,000,000 shares of common stock on 11/26/2025 through a grant of restricted stock units at a stated price of $0.00 per share.

How do the Netlist (NLST) restricted stock units for the CEO vest?

The restricted stock units vest over four years, with 1/4 of the shares vesting on each anniversary of November 15, 2025. Shares are delivered upon each vesting date.

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

After the reported transaction, the CEO beneficially owns 8,054,382 shares of Netlist common stock directly and 3,611,177 shares indirectly through the Hong-Cha Property Trust, including shares subject to unvested RSUs.

What does each Netlist (NLST) RSU represent in this Form 4 filing?

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

Is there any price paid for the Netlist (NLST) RSUs granted to the CEO?

The Form 4 states a transaction price of $0.00 per share for the 1,000,000 shares acquired through the restricted stock units.

What is the indirect ownership reported for Netlist (NLST) in this Form 4?

The filing reports 3,611,177 Netlist common shares held indirectly by the reporting person through the Hong-Cha Property Trust, and this amount includes shares subject to unvested RSUs.