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Netlist (NASDAQ: NLST) CFO sells 100K shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

NETLIST INC (NLST) reported an insider transaction by EVP and CFO Gail M. Sasaki. On August 17, 2026, she sold 100,000 shares of common stock in open-market transactions at a weighted average price of $6.9066 per share, with individual trades ranging from $6.90 to $6.93. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on September 12, 2025. Following this transaction, Sasaki directly holds 534,594 shares, which include shares subject to unvested RSUs.

Positive

  • None.

Negative

  • None.
Insider SASAKI GAIL M
Role EVP and CFO
Sold 100,000 shs ($691K)
Type Security Shares Price Value
Sale Common Stock F1, F2, F3 100,000 $6.9066 $691K
Holdings After Transaction: Common Stock — 534,594 shares (Direct)
Footnotes (3)
  1. F1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.
  2. F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.90 to $6.93 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. F3. The amount reported includes shares subject to unvested RSUs.
Shares sold 100,000 shares Common stock sale by EVP and CFO on August 17, 2026
Weighted average sale price $6.9066 per share Weighted average price for the 100,000 shares sold
Price range $6.90–$6.93 per share Range of individual transaction prices within the reported sale
Shares held after transaction 534,594 shares Direct holdings after sale, including shares subject to unvested RSUs
10b5-1 plan adoption date September 12, 2025 Date Gail M. Sasaki adopted the Rule 10b5-1 trading plan
Transaction date August 17, 2026 Date of the reported sale of common stock
Rule 10b5-1 trading plan regulatory
"This sale was effected pursuant to a Rule 10b5-1 trading plan adopted"
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.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
RSUs financial
"The amount reported includes shares subject to unvested RSUs."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
open market or private transaction financial
"transaction_code_description: Sale in open market or private transaction"

FAQ

What insider transaction did NLST report for Gail M. Sasaki?
Gail M. Sasaki sold 100,000 NLST shares of common stock on August 17, 2026. The sale occurred in open-market transactions at a weighted average price of $6.9066 per share, with trade prices ranging from $6.90 to $6.93.

At what price did the NLST insider shares sell on August 17, 2026?
The NLST insider sale was made at a weighted average price of $6.9066 per share. According to the disclosure, multiple trades occurred in a price range between $6.90 and $6.93 per share on that date.

How many NLST shares does Gail M. Sasaki hold after this Form 4 transaction?
After the reported sale, Gail M. Sasaki directly holds 534,594 NLST shares. The disclosure notes that this amount includes shares subject to unvested RSUs, so not all of these shares are fully vested at this time.

Was the NLST insider sale by Gail M. Sasaki under a Rule 10b5-1 plan?
Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan. This plan was adopted by Gail M. Sasaki on September 12, 2025, indicating the trades were pre-arranged rather than opportunistic.

What role does Gail M. Sasaki hold at NETLIST INC (NLST)?
Gail M. Sasaki is disclosed as Executive Vice President and Chief Financial Officer of NETLIST INC. Her Form 4 filing reflects a personal sale of company common stock while she serves in this senior executive officer position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026S100,000(1)D$6.9066(2)534,594(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.90 to $6.93 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. Sasaki08/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR