Richardson Electronics (NASDAQ: RELL) COO uses shares for tax withholding

Rhea-AI Filing Summary

Wendy Diddell, COO and director of Richardson Electronics, surrendered 2,795 shares of common stock on July 17, 2026 to cover income tax withholding from vesting of previously granted restricted shares at $17.18 per share, leaving 123,649 shares held directly.

Insider Trade Summary

Net Seller: 2,795 shares

Net Sell 1 txn

Insider Diddell Wendy

Role COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	2,795	$17.18	$48K

Holdings After Transaction: Common Stock — 123,649 shares (Direct)

Footnotes (1)

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 17, 2026 of $ 17.18 and does not represent a sale of the reporting person.

Key Figures

Shares surrendered for taxes: 2,795 shares Net settlement price: $17.18 per share Shares held after transaction: 123,649 shares +1 more

4 metrics

Shares surrendered for taxes 2,795 shares Common stock surrendered July 17, 2026 to cover income tax withholding

Net settlement price $17.18 per share Equal to NASDAQ Global Select Market closing price on July 17, 2026

Shares held after transaction 123,649 shares Directly owned Richardson Electronics common stock following the surrender

Tax-withholding shares reported 2,795 shares Total shares used for income tax withholding in this Form 4

Key Terms

restricted shares, net settlement price, income tax withholding, remittance obligations

4 terms

restricted shares financial

"in connection with the vesting of a previously reported grant of restricted shares"

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.

net settlement price financial

"at a net settlement price equal to closing price on the NASDAQ Global Select Market"

income tax withholding financial

"to satisfy the income tax withholding and remittance obligations of the reporting person"

remittance obligations financial

"to satisfy the income tax withholding and remittance obligations of the reporting person"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/21/2026 - 03:02 PM Accepted by SEC EDGAR 07/21/2026 - 03:02 PM Learn about SEC filing dates

FAQ

What insider transaction did RELL executive Wendy Diddell report?

Wendy Diddell reported surrendering 2,795 Richardson Electronics common shares on July 17, 2026 to the issuer to satisfy income tax withholding on vested restricted shares at $17.18 per share, leaving her with 123,649 shares held directly afterward.

How many RELL shares does Wendy Diddell own after this Form 4 transaction?

After using shares to cover tax obligations, Wendy Diddell holds 123,649 Richardson Electronics common shares directly. This reflects her position following the surrender of 2,795 shares in connection with the vesting of a previously reported restricted stock grant.

Did the RELL Form 4 show an open-market sale by Wendy Diddell?

No. The Form 4 footnote states the 2,795 shares were surrendered to Richardson Electronics to satisfy income tax withholding on vested restricted shares and explicitly notes the transaction “does not represent a sale” by the reporting person in the market.

At what price were Wendy Diddell’s RELL shares valued for the tax surrender?

The surrendered shares were valued at a net settlement price of $17.18 per share, equal to the NASDAQ Global Select Market closing price for Richardson Electronics on July 17, 2026, when the restricted shares vested and taxes were settled in stock.

Why were 2,795 RELL shares surrendered by Wendy Diddell?

The 2,795 shares were surrendered to Richardson Electronics in connection with the vesting of a previously reported restricted share grant, specifically to satisfy the reporting person’s income tax withholding and remittance obligations arising from that vesting event.

Was the RELL insider transaction by Wendy Diddell under a Rule 10b5-1 plan?

No. The Rule 10b5-1 trading plan checkbox was not marked, and the footnote describes the event as a tax-withholding surrender on vesting of restricted shares, rather than trades executed under a pre-arranged Rule 10b5-1 trading plan for Richardson Electronics stock.

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^*

Diddell Wendy

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/17/2026		F		2,795(1)	D	$17.18	123,649	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 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 17, 2026 of $ 17.18 and does not represent a sale of the reporting person.

	/s/ Robert J. Ben attorney-in-fact for Wendy Diddell	07/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)