[Form 4] Richardson Electronics Ltd Insider Trading Activity

Rhea-AI Filing Summary

On 21 Jul 2025, Richardson Electronics (RELL) COO & Director Wendy Diddell filed a Form 4 reporting two equity grants under the company’s 2011 Long-Term Incentive Plan:

• 20,000 restricted shares of common stock issued at $0 cost; the award vests ratably over three years beginning on the first anniversary of the grant.
• Employee stock option for 20,000 shares at an exercise price of $9.73; first exercisable 21 Jul 2026 and vesting 20 % annually thereafter, with expiration on 21 Jul 2035.

No shares were sold. After the transactions, Diddell directly owns 130,400 shares of RELL.

The filing reflects routine compensation rather than an open-market purchase, signalling insider alignment but also introducing potential dilution from the new option grant.

Positive

• Increased insider ownership to 130,400 shares, improving management–shareholder alignment.
• Long-term vesting schedules incentivise sustained performance rather than short-term gains.

Negative

• Potential dilution from 20,000 new stock options if exercised.
• No cash purchase; grants provide a weaker bullish signal than open-market buys.

Insights

Financial Analyst

TL;DR: Routine comp grant; signals confidence but limited cash commitment.

The award increases insider exposure by 20 k shares and adds 20 k options struck at $9.73, modestly above recent trading. Because the shares were granted, not bought, the out-of-pocket cost is nil; therefore, it does not provide the same bullish signal as an open-market purchase. Still, higher ownership tightens management-shareholder alignment. The option grant adds prospective dilution, though the magnitude is minor relative to total shares outstanding. Overall impact is neutral.

Corporate Governance Specialist

TL;DR: Standard LTIP usage; neutral governance impact.

The filing shows the board continuing to use time-based RSUs and five-year vesting options to retain senior leadership. Vesting schedules encourage medium-term performance while staggering realizable value, a conventional governance practice. No red flags such as accelerated vesting or below-market strike prices appear. The transaction is administrative and should not materially shift shareholder power dynamics.

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^*

Diddell Wendy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025

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	07/21/2025		A		20,000(1)	A	$0	130,400	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
Employee Stock Option (Right to Buy)	$9.73	07/21/2025		A		20,000		07/21/2026(2)	07/21/2035	Common Stock	20,000	$0	20,000	D

Explanation of Responses:

1. Represents a restricted stock award under the Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan, which shall vest ratably over a three year period, beginning on the first anniversary of the date of issuance.

2. The stock option was granted on July 21, 2025 pursuant to the Richardson Electronics, Ltd. 2011 Amended and Restated Long-Term Incentive Plan. The option vests over 5 years with 1/5 of the total number of shares subject to the option vesting on each anniversary date of grant, until fully vested.

	/s/ Robert J. Ben attorney-in-fact for Wendy Diddell	07/23/2025
	** 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).
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FAQ

What securities did RELL COO Wendy Diddell receive?

She was granted 20,000 restricted shares and an option for 20,000 shares at $9.73.

When do the restricted shares and options vest?

Restricted shares vest over three years starting 21-Jul-2026; options vest 20 % annually from 21-Jul-2026 to 21-Jul-2030.

What is the option exercise price and expiration date?

The exercise price is $9.73 and the option expires on 21-Jul-2035.

How many RELL shares does Wendy Diddell now own?

She directly owns 130,400 common shares following the grants.

Were any shares sold in this Form 4 filing?

No. The filing reports only grants; there were no dispositions.