Netlist (NLST) CFO Gail Sasaki sells 25,000 shares, retains over 630,000

Rhea-AI Filing Summary

Netlist Inc. executive vice president and chief financial officer Gail M. Sasaki reported a sale of 25,000 shares of common stock on August 12, 2026 at $4.49 per share in an open-market transaction. The sale was effected under a Rule 10b5-1 trading plan adopted on September 12, 2025. Following this transaction, Sasaki directly holds 634,594 shares, which include 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 ($112K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1, F2	25,000	$4.49	$112K

Holdings After Transaction: Common Stock — 634,594 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: $4.49 per share Shares held after transaction: 634,594 shares +1 more

4 metrics

Shares sold 25,000 shares Common stock sale on August 12, 2026 by EVP and CFO Gail M. Sasaki

Sale price $4.49 per share Reported price for the 25,000-share sale of Netlist common stock

Shares held after transaction 634,594 shares Direct holdings by Gail M. Sasaki after the sale, including unvested RSUs

Rule 10b5-1 plan adoption date September 12, 2025 Date the trading plan governing this sale was adopted

Key Terms

Rule 10b5-1 trading plan, unvested RSUs, open market or private transaction

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."

open market or private transaction financial

"Sale in open market or private transaction"

FAQ

What did Netlist (NLST) CFO Gail M. Sasaki report in this Form 4?

Gail M. Sasaki, EVP and CFO of Netlist (NLST), reported selling 25,000 shares of common stock on August 12, 2026 at $4.49 per share in an open-market or private transaction.

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

After the reported transaction, Netlist (NLST) CFO Gail M. Sasaki directly holds 634,594 shares of common stock. This total includes shares subject to unvested RSUs, as noted in the filing footnote.

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

Yes. The filing states the 25,000-share sale by Netlist (NLST) CFO Gail M. Sasaki was effected under a Rule 10b5-1 trading plan adopted on September 12, 2025, indicating the trades were pre-arranged.

What was the sale price for the Netlist (NLST) shares sold by the CFO?

The 25,000 Netlist (NLST) shares sold by CFO Gail M. Sasaki on August 12, 2026 were reported at a price of $4.49 per share, characterized as an open-market or private transaction sale.

Does the Netlist (NLST) CFO’s remaining stake include unvested RSUs?

Yes. The filing notes that the 634,594 shares reported as held by Netlist (NLST) CFO Gail M. Sasaki include shares subject to unvested RSUs, meaning part of the reported holdings are restricted stock units not yet vested.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/14/2026 - 09:01 PM Accepted by SEC EDGAR 08/14/2026 - 09:00 PM Learn about SEC filing dates

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)
08/12/2026

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	08/12/2026		S		25,000(1)	D	$4.49	634,594(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	08/14/2026
	** 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)