Netlist (NLST) CFO executes 25,000-share planned stock sale under 10b5-1 plan

Rhea-AI Filing Summary

NETLIST INC executive vice president and CFO Gail M. Sasaki reported an open-market sale of 25,000 shares of common stock at $3.49 per share. The transaction occurred on May 11, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 12, 2025.

Following this sale, Sasaki directly holds 493,470 shares of Netlist common stock, a figure that includes shares subject to unvested restricted stock units. The filing shows no option exercises or derivative transactions associated with this trade.

Insights

Equity compensation and insider-trading analyst

Netlist’s CFO made a planned, modest open-market sale while retaining a substantial shareholding.

CFO Gail M. Sasaki sold 25,000 Netlist common shares at $3.49 per share in an open-market transaction on May 11, 2026. The transaction was coded as a sale, with no related option exercises or derivative conversions reported in this filing.

The footnotes state the sale was effected under a Rule 10b5-1 trading plan adopted on September 12, 2025, indicating it was pre-scheduled rather than opportunistic. After the sale, Sasaki directly holds 493,470 shares, including those underlying unvested RSUs, suggesting she maintains significant equity exposure.

Given the pre-planned nature and the sizeable remaining position, this looks like routine portfolio management rather than a thesis-changing move. Investors reviewing future company filings can compare subsequent insider activity to this baseline to understand any longer-term trends in executive share ownership.

Insider Trade Summary 10b5-1

Net Seller: 25,000 shares ($87,250)

Net Sell 1 txn

Insider SASAKI GAIL M

Role EVP and CFO

Sold 25,000 shs ($87K)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,000	$3.49	$87K

Holdings After Transaction: Common Stock — 493,470 shares (Direct, null)

Footnotes (1)

1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025. The amount reported includes shares subject to unvested RSUs.

Key Figures

Shares sold: 25,000 shares Sale price: $3.49 per share Shares held after sale: 493,470 shares +3 more

6 metrics

Shares sold 25,000 shares Open-market sale on May 11, 2026

Sale price $3.49 per share Price for 25,000 Netlist common shares

Shares held after sale 493,470 shares Direct holdings after May 11, 2026 trade, includes unvested RSUs

Sell transactions count 1 sale Non-derivative transactions in this Form 4

Net shares bought/sold -25,000 shares Net-sell direction per transaction summary

Trading plan adoption date September 12, 2025 Rule 10b5-1 plan governing the reported sale

Key Terms

Rule 10b5-1 trading plan, open-market sale, restricted stock units, non-derivative

4 terms

Rule 10b5-1 trading plan regulatory

"This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action: "open-market sale" for the 25,000-share common stock transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

restricted stock units financial

"The amount reported includes shares subject to unvested RSUs."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

non-derivative financial

"transaction_type: "non-derivative" describing the common stock sale"

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Form 4 Insider Transactions: What Each Field Means →

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).

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 CALIFORNIA 92617

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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

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

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

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	05/11/2026		S		25,000(1)	D	$3.49	493,470(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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.

2. The amount reported includes shares subject to unvested RSUs.

	/s/ Gail M. Sasaki	05/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

How many Netlist (NLST) shares did the CFO sell in this Form 4 filing?

The CFO, Gail M. Sasaki, sold 25,000 shares of Netlist common stock. The sale was an open-market transaction at a reported price of $3.49 per share, executed on May 11, 2026, according to the Form 4 filing details.

At what price were Netlist (NLST) shares sold by the CFO on May 11, 2026?

Gail M. Sasaki’s reported sale was executed at $3.49 per share. This price applies to the 25,000 Netlist common shares sold in the open market, as disclosed in the Form 4 insider transaction data for the May 11, 2026 trade.

How many Netlist (NLST) shares does the CFO hold after this insider sale?

After the transaction, CFO Gail M. Sasaki directly holds 493,470 Netlist common shares. The filing notes that this total includes shares subject to unvested restricted stock units (RSUs), providing a combined view of her current direct and RSU-related equity position.

Was the Netlist (NLST) CFO’s stock sale under a Rule 10b5-1 trading plan?

Yes. The footnotes state the sale was effected under a Rule 10b5-1 trading plan adopted on September 12, 2025. Such plans pre-schedule trades, indicating the timing of this 25,000-share sale was planned in advance rather than a spontaneous market decision.

Does the CFO’s reported Netlist (NLST) share balance include unvested RSUs?

Yes. The filing explains that the amount reported as held after the transaction includes shares subject to unvested restricted stock units. This means the 493,470-share figure reflects both currently held common stock and RSU-based equity that has not yet fully vested.

Did the Netlist (NLST) Form 4 show any option exercises or derivative trades by the CFO?

No. The disclosed activity consists of a single open-market sale of 25,000 common shares. The derivative summary shows no option exercises, conversions, or other derivative transactions associated with this Form 4, focusing solely on the reported common stock sale.