NETLIST (NASDAQ: NLST) CFO Gail Sasaki granted 200,000 restricted stock units

Rhea-AI Filing Summary

SASAKI GAIL M reported acquisition or exercise transactions in this Form 4 filing.

NETLIST INC executive vice president and CFO Gail M. Sasaki received an award of 200,000 shares of common stock in the form of restricted stock units. These RSUs vest over four years, with one quarter of the shares vesting on each anniversary of June 9, 2026, and are delivered upon vesting. Following this grant, Sasaki directly holds 684,594 shares of common stock, a figure that includes shares subject to unvested RSUs.

Insights

Insider transactions analyst

Routine equity compensation grant to CFO with multi‑year vesting.

The filing shows NETLIST INC EVP and CFO Gail M. Sasaki receiving 200,000 restricted stock units for common stock at no cash cost. This is coded as a grant/award acquisition, indicating compensation rather than an open‑market purchase.

The RSUs vest over four years, with one quarter vesting on each anniversary of June 9, 2026, aligning the award with long‑term employment and performance. After the grant, Sasaki holds 684,594 shares directly, including unvested RSUs, so the transaction modestly increases her total equity exposure.

Because this is a standard executive equity grant with time‑based vesting and no associated sales, it represents routine compensation rather than a directional trading signal. Future company filings may update how much of this award ultimately vests over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SASAKI GAIL M

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	200,000	$0.00	--

Holdings After Transaction: Common Stock — 684,594 shares (Direct, null)

Footnotes (1)

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 June 9, 2026. 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. The amount reported includes shares subject to unvested RSUs.

Key Figures

RSU grant size: 200,000 shares Grant price: $0.0000 per share Post-transaction holdings: 684,594 shares +2 more

5 metrics

RSU grant size 200,000 shares Restricted stock units of common stock granted to CFO

Grant price $0.0000 per share Reported transaction price per share for RSU award

Post-transaction holdings 684,594 shares Total common shares held directly after grant, including unvested RSUs

Vesting period Four years RSUs vest over four years from June 9, 2026 anniversaries

Vesting cadence 1/4 each anniversary One quarter of RSU shares vest on each anniversary of June 9, 2026

Key Terms

restricted stock units, RSUs, contingent right, grant, award, or other acquisition

4 terms

restricted stock units financial

"The shares subject to the restricted stock units (the "RSUs") vest over a period of four years"

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.

RSUs financial

"Each RSU represents a contingent right to receive one share of common stock."

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.

contingent right financial

"Each RSU represents a contingent right to receive one share of common stock."

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

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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).

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)
06/05/2026

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	06/05/2026		A		200,000(1)	A	$0.00	684,594(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. 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 June 9, 2026. 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	06/09/2026
	** 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

What did NETLIST INC (NLST) CFO Gail Sasaki report on this Form 4?

Gail M. Sasaki reported receiving 200,000 restricted stock units of NETLIST INC common stock. The award is compensation, granted at no cash cost, and increases her direct holdings to 684,594 shares, including both vested and unvested RSUs as disclosed in the filing.

How many NETLIST INC (NLST) shares were granted to the CFO in this transaction?

The CFO received 200,000 restricted stock units representing NETLIST INC common shares. Each RSU is a contingent right to one share of common stock, delivered upon vesting. This grant is categorized as a grant or award acquisition rather than a market purchase or sale.

What is the vesting schedule for Gail Sasaki’s NETLIST INC RSU grant?

The 200,000 RSUs vest over four years, with one quarter of the shares vesting on each anniversary of June 9, 2026. Shares are delivered upon vesting, meaning Sasaki receives actual common stock gradually, conditioned on continued service through each vesting date.

What are Gail Sasaki’s total NETLIST INC holdings after this RSU grant?

After the RSU grant, Gail Sasaki directly holds 684,594 shares of NETLIST INC common stock. This total includes shares subject to unvested restricted stock units, so not all of these shares are currently vested but are reported as part of her beneficial ownership.

Did the NETLIST INC CFO buy or sell any shares in the open market?

No open‑market buys or sells were reported. The Form 4 shows a grant of 200,000 restricted stock units categorized as a grant or award acquisition. The transaction price per share is reported as 0.0000, confirming it is compensation, not a market trade.

What does each NETLIST INC RSU granted to the CFO represent?

Each RSU represents a contingent right to receive one share of NETLIST INC common stock. Shares underlying the RSUs will be delivered to Gail Sasaki only upon vesting, meaning the economic benefit is spread over the four‑year vesting period described in the footnotes.