UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  ~~May~~July 121, 2026

NETLIST, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33170		95-4812784
(State or other jurisdiction of incorporation)		(Commission  File Number)		(IRS Employer Identification Number)

111 Academy, Suite 100

Irvine, California 92617

(Address of principal executive offices)

(949) 435-0025

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		NLST		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May~~July 121, 2026, Netlist, Inc. ~~issued~~(the a“Company”) ~~press~~adopted the ~~release~~Netlist, ~~announcing~~Inc. 2026 Performance Equity Plan (the “Plan”). Pursuant to the terms of the Plan, the Company may, under the ~~its~~direction ~~financial~~of ~~results~~the ~~for~~Company’s board of directors (the ~~first~~“Board”), ~~quarter~~make ~~ended~~grants ~~March~~of 28stock options, ~~2026~~restricted and unrestricted stock awards and other stock-based awards to employees (including current and future executives), consultants and directors. AThe ~~copy~~Company reserved 33,600,000 shares of the ~~press~~Company’s ~~release~~common isstock, ~~furnished~~par asvalue ~~Exhibit 99~~$0.1001 per share, for issuance under the Plan. The Board intends to ~~this~~grant performance awards under the Plan to the Company’s executive officers, including awards to one or more of the Company’s ~~report~~named executive officers, as incentive compensation. The Plan was approved by the Board without stockholder approval.

The ~~information~~foregoing indescription ~~this~~of ~~Current~~the ~~Report~~terms onof ~~Form 8-K,~~the ~~including Exhibit 99.1,~~Plan ~~shall~~is not intended to be ~~deemed~~complete ~~“filed”~~and ~~for~~is ~~purposes~~qualified ofin ~~Section 18~~its ofentirety ~~the~~by ~~Securities~~reference ~~Exchange~~to ~~Act~~the ofPlan ~~1934,~~and ~~as amended (~~the ~~“Exchange~~form ~~Act”),~~of orRestricted ~~incorporated~~Stock byUnit ~~reference~~Agreement inadopted ~~any filing~~ under the ~~Securities~~Plan, ~~Act~~copies of ~~1933,~~which asare ~~amended,~~included ~~or the~~hereto ~~Exchange~~as ~~Act,~~Exhibits ~~except~~10.1 asand ~~shall~~10.2 beand ~~expressly~~incorporated ~~set~~herein ~~forth~~ by ~~specific~~ reference ~~in such filing~~.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
99.1		Press Release of Netlist, Inc., dated May 12, 2026.
10.1#		Netlist, Inc. 2026 Performance Equity Plan.
10.2#		Form of Restricted Stock Unit Agreement issued pursuant to Netlist, Inc. 2026 Performance Equity Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NETLIST, INC.
Date: May 12, 2026	By:	/s/ Gail M. Sasaki
Date: July 2, 2026	By:	/s/ Gail M. Sasaki
		Gail M. Sasaki
		Executive Vice President and Chief Financial Officer

Filing Compare · NETLIST INC