STOCK TITAN

Netlist (NASDAQ: NLST) CEO gets 856,500 RSUs, sells 40,000 shares

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

Rhea-AI Filing Summary

NETLIST INC President, CEO and Chairman Chun K. Hong reported both a large equity award and a modest stock sale. He received a grant of 856,500 restricted stock units (RSUs), with one quarter of the RSUs vesting on each anniversary of June 9, 2026 over four years. Each RSU represents a contingent right to receive one share of common stock upon vesting, and his reported direct holdings include shares subject to unvested RSUs.

On June 8, 2026, he conducted an open-market sale of 40,000 shares of common stock at a weighted average price of $2.7188 per share, with individual trades between $2.51 and $2.81. After these transactions, he directly held 8,676,887 shares of common stock and indirectly held 3,511,177 shares through the Hong-Cha Property Trust.

Positive

  • None.

Negative

  • None.
Insider Hong Chun K
Role President, CEO and Chairman
Sold 40,000 shs ($109K)
Type Security Shares Price Value
Sale Common Stock 40,000 $2.7188 $109K
Grant/Award Common Stock 856,500 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,676,887 shares (Direct, null); Common Stock — 3,511,177 shares (Indirect, Hong-Cha Property Trust)
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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.51 to $2.81 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.
RSU grant 856,500 RSUs Grant to CEO Chun K. Hong on June 5, 2026
RSU vesting schedule 1/4 annually from June 9, 2026 Four-year vesting of 856,500 RSUs
Shares sold 40,000 shares Open-market sale on June 8, 2026
Weighted average sale price $2.7188 per share 40,000-share sale; trades $2.51–$2.81
Direct holdings after sale 8,676,887 shares Common stock directly held by CEO after transactions
Indirect holdings via trust 3,511,177 shares Common stock held through Hong-Cha Property Trust
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
"The shares will be delivered to the reporting person upon vesting of the 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.
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.
indirect financial
"transaction_type":"holding" ... "ownership_type":"indirect""
Hong-Cha Property Trust financial
""nature_of_ownership":"Hong-Cha Property Trust""
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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).
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*
Hong Chun K

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President, CEO and Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026
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 Stock06/05/2026A856,500(1)A$0.008,716,887(2)D
Common Stock06/08/2026S40,000D$2.7188(3)8,676,887(2)D
Common Stock3,511,177IHong-Cha Property Trust
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. 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.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.51 to $2.81 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.
/s/ Gail M. Sasaki, Attorney-in-Fact06/09/2026
** 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)

FAQ

What insider transactions did NLST CEO Chun K. Hong report?

Chun K. Hong reported a grant of 856,500 restricted stock units and an open-market sale of 40,000 common shares. The RSUs vest over four years, while the sale occurred at a weighted average price of $2.7188 per share.

How many Netlist (NLST) shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Chun K. Hong directly held 8,676,887 common shares. He also indirectly held 3,511,177 shares through the Hong-Cha Property Trust, reflecting both his direct and indirect ownership reported in the filing.

What are the vesting terms of the 856,500 RSUs granted to NLST’s CEO?

The 856,500 RSUs vest over four years, with 1/4 of the shares vesting on each anniversary of June 9, 2026. Upon each vesting date, one share of Netlist common stock is delivered for each vested RSU.

At what prices did the NLST CEO sell the 40,000 Netlist shares?

The 40,000 common shares were sold at a weighted average price of $2.7188 per share. Individual trades occurred in multiple transactions at prices ranging from $2.51 to $2.81, as detailed in the Form 4 footnote.

What does the Hong-Cha Property Trust represent in the NLST Form 4 filing?

The Hong-Cha Property Trust represents the CEO’s indirect ownership of Netlist shares. The filing shows 3,511,177 common shares held indirectly through this trust, in addition to his directly held shares reported on the same Form 4.