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Richardson Electronics (NASDAQ: RELL) COO uses stock to cover tax withholding

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

Rhea-AI Filing Summary

Richardson Electronics, Ltd. director and COO Wendy Diddell reported two Form 4 transactions in which a total of 5,598 shares of common stock were surrendered back to the company in connection with the vesting of previously granted restricted shares to satisfy income tax withholding obligations at net settlement prices equal to NASDAQ closing prices of $17.18 on July 21, 2026 and $18.01 on July 22, 2026. The company states these transactions represent tax-related share surrenders and do not represent sales by the reporting person.

Positive

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Negative

  • None.
Insider Diddell Wendy
Role COO
Type Security Shares Price Value
Tax Withholding Common Stock F2 2,803 $18.01 $50K
Tax Withholding Common Stock F1 2,795 $17.18 $48K
Holdings After Transaction: Common Stock — 138,051 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.
Shares surrendered 2026-07-21 2,795 shares at $17.18 Shares surrendered to issuer to satisfy income tax withholding on July 21, 2026
Shares surrendered 2026-07-22 2,803 shares at $18.01 Shares surrendered to issuer to satisfy income tax withholding on July 22, 2026
Total shares surrendered for taxes 5,598 shares Aggregate shares surrendered across both dates for income tax withholding on vested restricted stock
restricted shares financial
"vesting of a previously reported grant of restricted shares to satisfy"
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"
net settlement price financial
"at a net settlement price equal to closing price on the"
NASDAQ Global Select Market market
"equal to closing price on the NASDAQ Global Select Market on July"
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 transactions did RELL COO Wendy Diddell report on this Form 4?
Wendy Diddell reported two tax-related share surrenders totaling 5,598 shares of Richardson Electronics common stock. The shares were returned to the company to cover income tax withholding when previously granted restricted shares vested.

Were the Richardson Electronics (RELL) insider transactions open-market sales?
No. The filing states the transactions “do not represent a sale” by Wendy Diddell. The shares were surrendered to Richardson Electronics to satisfy income tax withholding and remittance obligations upon vesting of restricted share awards.

How many Richardson Electronics (RELL) shares were surrendered for tax withholding?
The Form 4 reports that Wendy Diddell surrendered 5,598 shares of Richardson Electronics common stock in total. These shares were used solely to cover income tax withholding related to the vesting of previously granted restricted shares.

On what dates and at what prices did the RELL tax-withholding share surrenders occur?
Shares were surrendered on July 21, 2026 and July 22, 2026 at net settlement prices equal to the NASDAQ Global Select Market closing prices of $17.18 and $18.01, respectively, to satisfy income tax withholding obligations.

What is Wendy Diddell’s role at Richardson Electronics (RELL) in this Form 4?
The reporting person, Wendy Diddell, is identified as both a director and an officer of Richardson Electronics, serving in the role of COO (Chief Operating Officer) at the time of these reported tax-withholding share surrenders.
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
COO
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 Stock07/21/2026F2,795(1)D$17.18140,854D
Common Stock07/22/2026F2,803(2)D$18.01138,051D
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 Wendy Diddell07/23/2026
** 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