Netlist (NASDAQ: NLST) CEO Chun K Hong sells 344K shares in planned trades

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

NETLIST INC President, CEO and Chairman Chun K Hong reported multiple open-market sales of company common stock. Between March 12 and March 16, he sold a total of 343,995 shares at a weighted average price around $1.50 per share, with some trades executed between $1.50 and $1.53.

Part of the selling was carried out under pre-arranged Rule 10b5-1 trading plans, and a portion was specifically to cover tax withholding obligations tied to vesting restricted stock units, which is more mechanical than discretionary. Following these transactions, Hong holds 7,860,387 shares directly and 3,511,177 shares indirectly through the Hong-Cha Property Trust.

Insights

CEO’s sales are sizable but largely pre-planned and partly tax-driven.

CEO Chun K Hong reported selling 343,995 shares of NETLIST INC common stock at a weighted average price of $1.50 per share across several transactions on March 12–16, 2026. All transactions are coded as open-market sales.

Footnotes state that some sales were executed under Rule 10b5-1 trading plans adopted on September 12, 2025, and that a portion was specifically a “sell to cover” to satisfy tax withholding from restricted stock unit vesting. These elements suggest a mix of routine liquidity and compensation-related mechanics rather than purely discretionary selling.

After these trades, Hong directly owns 7,860,387 shares and indirectly owns 3,511,177 shares through the Hong-Cha Property Trust, so the net sale represents a relatively small fraction of his total disclosed holdings. The filing shows no remaining derivative positions, indicating the focus here is on common stock ownership rather than options.

Insider Trade Summary 10b5-1

Net Seller: 343,995 shares ($515,993)

Net Sell 4 txns

Insider Hong Chun K

Role President, CEO and Chairman

Sold 343,995 shs ($516K)

Type	Security	Shares	Price	Value
Sale	Common Stock	93,995	$1.50	$141K
Sale	Common Stock	194,500	$1.50	$292K
Sale	Common Stock	5,500	$1.50	$8K
Sale	Common Stock	50,000	$1.50	$75K

Holdings After Transaction: Common Stock — 7,860,387 shares (Direct); Common Stock — 3,511,177 shares (Indirect, Hong-Cha Property Trust)

Footnotes (1)

The amount reported includes shares subject to unvested restricted stock units. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025. 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. 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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Chun Ki Hong Won Kyung Cha Community Property Trust dated 8/16/2004 on September 12, 2025.

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Form 4 Insider Transactions: What Each Field Means →

03/16/2026 - 07:42 PM

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

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)
03/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2026		S		5,500⁽²⁾	D	$1.5	8,148,882⁽¹⁾	D
Common Stock	03/13/2026		S		194,500⁽²⁾	D	$1.5	7,954,382⁽¹⁾	D
Common Stock	03/16/2026		S		93,995⁽³⁾	D	$1.5⁽⁴⁾	7,860,387⁽¹⁾	D
Common Stock	03/12/2026		S		50,000⁽⁵⁾	D	$1.5	3,511,177	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

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

3. 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.

4. 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.

5. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Chun Ki Hong Won Kyung Cha Community Property Trust dated 8/16/2004 on September 12, 2025.

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

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did NLST CEO Chun K Hong report in this Form 4?

Chun K Hong reported selling 343,995 shares of NETLIST INC common stock in several open-market transactions at a weighted average price near $1.50 per share. These trades occurred between March 12 and March 16, 2026, and involved both direct and indirect holdings.

Were Chun K Hong’s NLST stock sales made under a Rule 10b5-1 trading plan?

Yes. Footnotes indicate certain sales were effected under Rule 10b5-1 trading plans adopted on September 12, 2025. Such plans are pre-arranged trading programs, which can make the timing of these transactions more routine and less indicative of near-term sentiment.

Did the NLST CEO sell shares to cover tax obligations from RSU vesting?

Yes. One footnote explains that some shares were sold specifically to cover tax withholding obligations related to the vesting of restricted stock units. This “sell to cover” transaction is characterized as non-discretionary and aimed at satisfying tax liabilities rather than portfolio rebalancing.

How many NETLIST INC shares does Chun K Hong hold after these reported sales?

After the reported transactions, Chun K Hong holds 7,860,387 NETLIST INC shares directly. He also has 3,511,177 shares held indirectly through the Hong-Cha Property Trust, according to the ownership figures disclosed in this Form 4 filing.

What prices were NLST shares sold at in Chun K Hong’s recent transactions?

The weighted average sale price reported is $1.50 per share, with one footnote noting actual sale prices ranged from $1.50 to $1.53 per share. All transactions were reported as sales of NETLIST INC common stock in the open market.

Does this NETLIST Form 4 show any remaining derivative or option positions for the CEO?

No derivative positions are listed in the derivative summary for this Form 4. The disclosed activity and holdings relate to NETLIST INC common stock, indicating the filing focuses on direct and indirect share ownership rather than options or other derivatives.