[Form 4] Richardson Electronics Ltd Insider Trading Activity

Rhea-AI Filing Summary

Richardson Electronics, Ltd. (RELL) – Form 4 filing (07/24/25)

Executive Vice President, Global Supply Chain, Kathleen McNally reported a non-open-market disposition of 450 common shares on 07/22/25. The shares were surrendered to the company at $9.64 per share to cover income-tax withholding triggered by the vesting of a previously disclosed restricted-stock grant. This net-settlement transaction does not constitute an open-market sale. Following the withholding, McNally’s direct ownership declined to 45,719 shares.

No derivative transactions were reported and there were no changes in indirect holdings. The filing is routine, compliance-driven and immaterial relative to RELL’s ~12 million outstanding shares.

Insights

Equity Analyst

TL;DR: Routine tax-withholding share surrender; negligible impact on float or insider sentiment.

The 450-share disposition (≈0.004% of common shares) was executed via net settlement to satisfy payroll taxes upon restricted-stock vesting. Because no open-market activity occurred, the event gives no signal about insider conviction. The remaining 45,719-share stake reiterates continued alignment with shareholders. From a liquidity perspective, the surrendered shares return to treasury, but the quantity is too small to influence supply-demand dynamics or valuation. I classify the filing as not impactful for investment decisions.

Corporate Governance Specialist

TL;DR: Standard Section 16 compliance; no governance red flags detected.

The form meets Section 16 reporting requirements, is timely (filed within two business days) and includes appropriate explanatory footnotes. The use of share withholding for tax obligations is a common, board-approved mechanism and poses no conflict of interest. No additional derivative grants or accelerated vesting are disclosed. Therefore, corporate-governance implications are neutral.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCNALLY KATHLEEN

(Last) (First) (Middle)

40W267 KESLINGER ROAD PO BOX 393

(Street)

LAFOX IL 60147

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RICHARDSON ELECTRONICS, LTD. [ RELL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Global Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	07/22/2025		F		450(1)	D	$9.64	45,719	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. Represents shares surrendered to Issuer in connection with the vesting of a previously reported grant of restricted shares to satisfy the income tax withholding and remittance obligations of the reporting person at a net settlement price equal to closing price on the NASDAQ Global Select Market on July 22, 2025 of $ 9.64 and does not represent a sale of the reporting person.

	/s/ Robert J. Ben attorney-in-fact for Kathleen McNally	07/24/2025
	** 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.

FAQ

How many Richardson Electronics (RELL) shares did Kathleen McNally dispose of?

She surrendered 450 common shares on 07/22/25.

Was the transaction an open-market sale?

No. The shares were withheld by the company to cover income-tax obligations related to restricted-stock vesting.

What price was used for the share withholding?

The net-settlement price was $9.64, RELL’s closing price on 07/22/25.

How many RELL shares does McNally own after the transaction?

Her direct ownership stands at 45,719 common shares.

Does this filing signal insider buying or selling sentiment?

It is neutral; the shares were surrendered solely for tax withholding and do not reflect discretionary buying or selling.