SASAKI GAIL M 4

4 · NETLIST INC · Filed May 19, 2026

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Updated May 20, 2026

Netlist (NLST) EVP & CFO Gail Sasaki Sells 8,876 Shares

What Happened

Gail M. Sasaki, EVP and CFO of Netlist, reported the sale of 8,876 shares on May 15, 2026. The reported weighted-average price was $2.63 per share, for aggregate proceeds of approximately $23,312. The filing lists the sale as an open-market/private sale (Code S).

Key Details

Transaction date: 2026-05-15; Form 4 filed 2026-05-19 (appears within the normal 2-business-day reporting window).
Price details: reported weighted-average $2.63; actual sale prices ranged from $2.5624 to $2.70 per share (footnote F2).
Reason/footnotes: Footnote F1 states the shares were sold to cover tax withholding in connection with RSU vesting ("sell to cover") and were not a discretionary sale. Footnote F3 notes reported ownership amounts include shares subject to unvested RSUs.
Transaction code: S = Sale.

Context

This was a routine sell-to-cover tied to RSU vesting to satisfy tax withholding obligations, which is common and does not necessarily indicate a change in the insider’s view of the company. The filing discloses the weighted-average and price range and offers to provide detailed per-trade pricing on request (F2).

Form 4

Period: 2026-05-15

EVP and CFO

Transactions

Footnotes (3)

[F1]Represents the number of shares sold by the reporting person to cover tax withholding obligation in connection with the vesting of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the reporting person.
[F2]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.5624 to $2.70 per share. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F3]The amount reported includes shares subject to unvested RSUs.

Signature

/s/ Gail M. Sasaki|2026-05-19

1 file