Richardson Electronics insider files Form 4 for stock gifts, conversion

Rhea-AI Filing Summary

Richardson Electronics (RELL) reported insider activity by Chairman, CEO, director and 10% owner Edward J. Richardson. On 11/18/2025, he acquired 12,500 shares of Common Stock at a stated price of $0 in a transaction coded as a conversion. That same day, he disposed of 32,500 shares of Common Stock in a transaction reported as a bona fide gift, for which he disclaims all beneficial and pecuniary interests.

Through a trust for which he is trustee and sole beneficiary, he also reported derivative positions in Class B Common Stock. One entry shows a conversion of 12,500 shares of Class B Common Stock, each immediately convertible into one share of Common Stock with no expiration. Subsequent entries report bona fide gifts of 500 Class B shares each to Alexander and Nicholas Richardson, his sons, leaving 1,995,657 Class B shares held indirectly by the trust.

Insider Trade Summary

Net Seller: 20,000 shares

Net Sell 5 txns

Insider RICHARDSON EDWARD J

Role Chairman & CEO

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	500	$0.00	$0.00
Gift	Class B Common Stock	500	$0.00	$0.00
Conversion	Class B Common Stock	12,500	$0.00	$0.00
Conversion	Common Stock	12,500	$0.00	$0.00
Gift	Common Stock	32,500	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 3,992,314 shares (Indirect, By self as Trustee and sole Beneficiary of Edward J. Richardson Trust UA January 24, 2001); Common Stock — 23,114 shares (Direct)

Footnotes (6)

1. F1. Each share of Class B Common Stock is convertible into one share of Common Stock.
2. F2. Immediately convertible.
3. F3. No expiration date.
4. F4. Transferred via bona fide gift to Alexander Richardson, son
5. F5. Transferred via bona fide gift to Nicholas Richardson, son
6. F6. This represents a bona fide gift. Mr. Richardson disclaims all beneficial and pecuniary interests.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/20/2025 - 02:08 PM Learn about SEC filing dates

FAQ

What insider activity did RELL report in this Form 4?

The filing reports that Edward J. Richardson, Chairman, CEO, director and 10% owner of Richardson Electronics, acquired 12,500 shares of Common Stock via a conversion and disposed of 32,500 shares of Common Stock as a bona fide gift on 11/18/2025.

Who is the reporting person in the RELL Form 4 filing?

The reporting person is Edward J. Richardson, who is identified as a Director, 10% Owner, and Officer (Chairman & CEO) of Richardson Electronics, Ltd.

How many RELL common shares were gifted by Edward J. Richardson?

The filing shows that 32,500 shares of Common Stock were disposed of in a transaction coded as G, described as a bona fide gift, for which Mr. Richardson disclaims all beneficial and pecuniary interests.

What Class B Common Stock transactions did the RELL Form 4 disclose?

The report lists Class B Common Stock held indirectly through the Edward J. Richardson Trust UA January 24, 2001. It shows a conversion involving 12,500 Class B shares and two bona fide gifts of 500 Class B shares each.

How many RELL Class B shares does the trust hold after the reported transactions?

After the reported transactions, the filing shows 1,995,657 shares of Class B Common Stock beneficially owned indirectly, held by Mr. Richardson as trustee and sole beneficiary of the named trust.

What does the Form 4 say about the nature of the RELL share transfers?

The explanation notes state that the transfers of certain shares were bona fide gifts to Alexander Richardson and Nicholas Richardson, and that Mr. Richardson disclaims all beneficial and pecuniary interests in those gifted shares.

How are RELL Class B Common Stock shares related to Common Stock?

The filing explains that each share of Class B Common Stock is convertible into one share of Common Stock, is immediately convertible, and has no expiration date according to the footnotes.

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
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^*

RICHARDSON EDWARD J

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		C		12,500	A	$0	55,614	D
Common Stock	11/18/2025		G		32,500(6)	D	$0	23,114	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
Class B Common Stock	$0(1)	11/18/2025		C			12,500	(2)	(3)	Class B Common Stock	12,500	$0	1,996,657	I	By self as Trustee and sole Beneficiary of Edward J. Richardson Trust UA January 24, 2001
Class B Common Stock	$0(1)	11/19/2025		G			500(4)	11/19/2025(2)	(3)	Class B Common Stock	500	$0	1,996,157	I	By self as Trustee and sole Beneficiary of Edward J. Richardson Trust UA January 24, 2001
Class B Common Stock	$0(1)	11/19/2025		G			500(5)	11/19/2025(2)	(3)	Class B Common Stock	500	$0	1,995,657	I	By self as Trustee and sole Beneficiary of Edward J. Richardson Trust UA January 24, 2001

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Common Stock.

2. Immediately convertible.

3. No expiration date.

4. Transferred via bona fide gift to Alexander Richardson, son

5. Transferred via bona fide gift to Nicholas Richardson, son

6. This represents a bona fide gift. Mr. Richardson disclaims all beneficial and pecuniary interests.

	/s/ Robert J. Ben attorney-in-fact Edward J. Richardson	11/20/2025
	** 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.