Richardson Electronics insider gets RSUs and options – minimal dilution

Rhea-AI Filing Summary

Richardson Electronics (RELL) – SEC Form 4: EVP Global Supply Chain Kathleen McNally reported two equity awards dated 21 Jul 2025. She received 5,000 restricted common shares at $0, lifting her direct stake to 46,169 shares. She also obtained an option for 7,500 shares at an exercise price of $9.73, first exercisable 21 Jul 2026, expiring 21 Jul 2035, and vesting 20 % annually over five years. Both grants were issued under the company’s 2011 Long-Term Incentive Plan and involve no open-market purchase. The awards slightly increase insider ownership and create minimal potential dilution.

Positive

• Insider alignment: EVP McNally’s direct ownership rises to 46,169 shares, enhancing stake-based incentives.
• Long-term incentive structure: 7,500-share option vests over five years, encouraging management retention and performance.

Negative

• Potential dilution: Additional 12,500 shares (RSU + option) could modestly increase share count when fully vested/exercised.

Insights

Securities Analyst

TL;DR: Routine equity grants increase insider alignment; financial impact immaterial; neutral for valuation.

The 5,000-share RSU and 7,500-share option represent less than 0.1 % of RELL’s ~12 m shares outstanding, so dilution risk is negligible. Because no cash was paid, the transaction doesn’t signal buying conviction but does reinforce incentive alignment. Option strike of $9.73 roughly matches recent trading levels, offering upside motivation. Overall, a standard compensation event with little immediate market impact.

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).

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)
07/21/2025

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		5,000(1)	A	$0	46,169	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		7,500		07/21/2026(2)	07/21/2035	Common Stock	7,500	$0	7,500	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 Kathleen McNally	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.
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FAQ

What insider transaction did RELL report on 21 July 2025?

Kathleen McNally was granted 5,000 restricted shares and an option for 7,500 shares at $9.73.

How many Richardson Electronics shares does McNally own after the grant?

Her direct beneficial ownership increased to 46,169 common shares.

What are the vesting terms of the new restricted stock award?

The 5,000 RSUs vest ratably over three years, starting one year from the grant date.

When can the 7,500-share option be exercised and when does it expire?

It becomes exercisable 20 % per year beginning 21 Jul 2026 and expires 21 Jul 2035.

Did the insider purchase shares on the open market?

No. Both the RSU and option were equity awards at no cost, not cash purchases.

Will these awards significantly dilute existing shareholders?

Dilution is immaterial, representing less than 0.1 % of current shares outstanding if fully issued.