Netlist (OTC: NLST) CFO trades 25,000 shares in Rule 10b5-1 sale

Rhea-AI Filing Summary

Netlist Inc executive vice president and CFO Gail M. Sasaki sold 25,000 shares of common stock at $3.99 per share on August 5, 2026 in an open-market transaction under a Rule 10b5-1 trading plan adopted on September 12, 2025, and now directly holds 659,594 shares, including shares subject to unvested RSUs.

Insider Trade Summary 10b5-1

Net Seller: 25,000 shares

Net Sell 1 txn

Insider SASAKI GAIL M

Role EVP and CFO

Sold 25,000 shs ($100K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	25,000	$3.99	$100K

Holdings After Transaction: Common Stock — 659,594 shares (Direct)

Footnotes (2)

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 amount reported includes shares subject to unvested RSUs.

Key Figures

Shares sold: 25,000 shares Sale price per share: $3.99 Shares owned after transaction: 659,594 shares

3 metrics

Shares sold 25,000 shares Common Stock sale by EVP and CFO Gail M. Sasaki on August 5, 2026

Sale price per share $3.99 Per-share price for the 25,000 Netlist common shares sold

Shares owned after transaction 659,594 shares Direct holdings after sale, including shares subject to unvested RSUs

Key Terms

Rule 10b5-1 trading plan, unvested RSUs, Common Stock

3 terms

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.

unvested RSUs financial

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

Common Stock financial

"Security title for the reported transaction is Common Stock."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/07/2026 - 09:00 PM Accepted by SEC EDGAR 08/07/2026 - 09:00 PM Learn about SEC filing dates

FAQ

What insider trade did Netlist (NLST) report for Gail M. Sasaki?

Netlist reported that EVP and CFO Gail M. Sasaki sold 25,000 shares of common stock at $3.99 per share on August 5, 2026. The sale was executed in the open market under a pre-arranged Rule 10b5-1 trading plan.

How many Netlist (NLST) shares does Gail M. Sasaki hold after this sale?

After the reported sale, Gail M. Sasaki directly holds 659,594 Netlist common shares. This reported amount includes shares subject to unvested RSUs, meaning some of the holdings are tied to restricted stock unit awards that have not yet fully vested.

What was the sale price in the latest Netlist (NLST) insider transaction?

The reported transaction shows a sale of 25,000 Netlist common shares at a price of $3.99 per share. The filing characterizes the transaction as a sale in the open market or a private transaction under a Rule 10b5-1 trading plan.

Was the Netlist (NLST) insider sale made under a Rule 10b5-1 plan?

Yes. The sale was effected under a Rule 10b5-1 trading plan adopted by Gail M. Sasaki on September 12, 2025. Such plans allow insiders to schedule trades in advance, providing a structured framework for selling shares over time.

Does the Netlist (NLST) insider filing mention unvested RSUs?

The filing notes that the 659,594 shares reported as held after the transaction include shares subject to unvested RSUs. This indicates part of the reported direct ownership reflects restricted stock unit awards that have not fully vested.

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)
08/05/2026

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	08/05/2026		S		25,000(1)	D	$3.99	659,594(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. 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	08/07/2026
	** 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)