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Richardson Electronics (NASDAQ: RELL) EVP surrenders 1,107 shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Richardson Electronics, Ltd. disclosed insider share activity by EVP Global Supply Chain Kathleen McNally. On July 21 and 22, 2026, she surrendered a total of 1,107 shares of common stock to the issuer, at net settlement prices of $17.18 and $18.01 per share, to satisfy income tax withholding arising from the vesting of previously granted restricted shares. The disclosures state these tax-withholding dispositions do not represent open-market sales by the reporting person.

Positive

  • None.

Negative

  • None.
Insider MCNALLY KATHLEEN
Role EVP Global Supply Chain
Type Security Shares Price Value
Tax Withholding Common Stock F2 557 $18.01 $10K
Tax Withholding Common Stock F1 550 $17.18 $9K
Holdings After Transaction: Common Stock — 49,062 shares (Direct)
Footnotes (2)
  1. F1. 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 21, 2026 of $ 17.18 and does not represent a sale of the reporting person.
  2. F2. 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, 2026 of $ 18.01 and does not represent a sale of the reporting person.
Total shares surrendered for taxes 1,107 shares Shares surrendered on July 21–22, 2026 to satisfy income tax withholding
Shares surrendered July 21, 2026 550 shares Common stock surrendered under code F for tax withholding
Shares surrendered July 22, 2026 557 shares Common stock surrendered under code F for tax withholding
Net settlement price July 21, 2026 $17.18 per share Closing price on NASDAQ Global Select Market used for tax settlement
Net settlement price July 22, 2026 $18.01 per share Closing price on NASDAQ Global Select Market used for tax settlement
restricted shares financial
"vesting of a previously reported grant of restricted shares to satisfy the income tax"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
income tax withholding financial
"to satisfy the income tax withholding and remittance obligations of the reporting person"
net settlement price financial
"at a net settlement price equal to closing price on the NASDAQ Global Select Market"
NASDAQ Global Select Market market
"equal to closing price on the NASDAQ Global Select Market on July 21, 2026"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did RELL executive Kathleen McNally report?
Kathleen McNally reported surrendering 1,107 Richardson Electronics shares in two transactions. The shares were delivered back to the issuer to satisfy income tax withholding obligations triggered by the vesting of restricted stock awards, rather than sold in the open market.

How many RELL shares were surrendered in each Kathleen McNally transaction?
McNally surrendered 550 shares of Richardson Electronics common stock on July 21, 2026 and 557 shares on July 22, 2026. Both dispositions were reported under transaction code F, indicating payment of tax liability by delivering or withholding securities.

At what prices were the RELL shares valued for Kathleen McNally’s tax withholding?
The surrendered shares were valued at $17.18 per share on July 21, 2026 and $18.01 per share on July 22, 2026. Footnotes state these amounts matched the closing prices on the NASDAQ Global Select Market used for net settlement of tax obligations.

Do Kathleen McNally’s Form 4 transactions in RELL represent open-market sales?
No. Footnotes explain the reported dispositions do not represent sales by Kathleen McNally. The 1,107 shares were surrendered to Richardson Electronics solely to cover income tax withholding related to the vesting of previously granted restricted shares.

Were Kathleen McNally’s RELL share dispositions made under a Rule 10b5-1 plan?
The Rule 10b5-1 trading plan checkbox was not selected, indicating the transactions were not affirmatively reported as executed under a Rule 10b5-1 plan. They are characterized instead as share surrenders for tax withholding on vested restricted stock.
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*
MCNALLY KATHLEEN
(Last)(First)(Middle)
40W267 KESLINGER ROAD PO BOX 393
(Street)
LAFOX ILLINOIS 60147
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
RICHARDSON ELECTRONICS, LTD. [ RELL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP Global Supply Chain
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2026		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 Stock07/21/2026F550(1)D$17.1849,619D
Common Stock07/22/2026F557(2)D$18.0149,062D
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. 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 21, 2026 of $ 17.18 and does not represent a sale of the reporting person.
2. 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, 2026 of $ 18.01 and does not represent a sale of the reporting person.
/s/ Robert J. Ben attorney-in-fact for Kathleen McNally07/23/2026
** 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)

Source: View Original Filing on SEC EDGAR