[Form 4] Richardson Electronics Ltd Insider Trading Activity

Rhea-AI Filing Summary

On 21 Jul 2025, Richardson Electronics (RELL) director James Benham filed Form 4 disclosing an award of 5,139 restricted shares of common stock (transaction code “A”). The grant, made under the company’s Amended & Restated 2011 Long-Term Incentive Plan, vested immediately at an exercise price of $0. Following the transaction Benham now directly owns 19,345 RELL shares.

This is a routine equity-compensation grant rather than an open-market purchase, so it adds only modest incremental alignment and carries no direct cash signal. Given the company’s public float, the share amount is immaterial to supply and has limited market impact.

Positive

• Director’s share ownership increases, modestly aligning interests with common shareholders.

Negative

• Grant was compensation at $0 cost; therefore it does not signal insider willingness to invest capital.
• Share amount is immaterial to overall float, limiting any market impact.

Insights

Securities Analyst

TL;DR: Routine Form 4 shows director granted 5,139 restricted shares; no cash outlay, limited signalling impact.

The transaction is coded “A,” indicating an equity award, not a purchase. While insider ownership rises, the grant size is small relative to Richardson Electronics’ outstanding shares and was awarded at no cost. Such compensation grants are common and generally neutral for valuation models because they do not change cash flows or indicate insider conviction. I view the filing as administratively important but not price-moving.

Corporate Governance Expert

TL;DR: Standard LTIP award enhances alignment but is immaterial to control or governance.

The immediate-vesting feature provides Benham with unrestricted voting rights, slightly strengthening his alignment with shareholders. However, the additional 5,139 shares leave his stake far below any influence threshold, and no change in board dynamics is expected. From a governance perspective, this is a routine, non-impactful incentive action.

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^*

Benham James

(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
	Officer (give title below)		Other (specify below)

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		5,139(1)	A	$0	19,345	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 a restricted stock award under the Richardson Electronics, Ltd. Amended and Restated 2011 Long-Term Incentive Plan, which shall vest immediately on the grant date.

	/s/ Robert J. Ben attorney-in-fact for James Benham	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).
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

What did Richardson Electronics (RELL) disclose in the latest Form 4?

Director James Benham received 5,139 restricted shares on 21 Jul 2025 that vested immediately.

How many RELL shares does James Benham now hold?

After the grant, Benham directly owns 19,345 common shares.

Was the transaction an open-market purchase?

No. The Form 4 lists transaction code “A,” indicating an equity award at $0 cost, not a purchase.

What plan authorized the restricted stock award?

Shares were issued under the Amended & Restated 2011 Long-Term Incentive Plan.

Does the filing change insider ownership meaningfully?

The 5,139-share addition is small relative to RELL’s float and is not expected to affect control or pricing.