Netlist Inc: license and settlement with Micron, $600,000,000

What happened

• Netlist Inc reported that on Oct 5, 2026 it entered into a Settlement and Release Agreement with Micron Technology, Inc and entered into a Patent License Agreement and a Securities Purchase Agreement with Micron.
• Under the Patent License Agreement, Netlist grants Micron a worldwide, non-exclusive, non-transferable, non-sublicensable 5-year license to Netlist’s entire worldwide patent portfolio; Micron will pay Netlist quarterly license fees of $30,000,000 for each of 20 calendar quarters from the 4th calendar quarter of 2026 through the 3rd calendar quarter of 2031, totaling $600,000,000.
• Under the Securities Purchase Agreement Micron purchased 10,000,000 shares of Netlist common stock for an aggregate cash purchase price of $1,000,000; closing will occur on or before Oct 6, 2026. Under the Lock-Up and Release Agreement, 20% of the shares will be released on each of the 1st, 2nd, 3rd and 4th anniversaries and the remaining shares will be released on the 5th anniversary.
• Netlist issued a press release on Oct 6, 2026 announcing the agreements.

Key details

• Patent license: quarterly fees of $30,000,000 for 20 calendar quarters, totaling $600,000,000 over a 5-year term.
• Securities sale: 10,000,000 shares sold to Micron for $1,000,000, issued in reliance on Section 4(a)(2) of the Securities Act.
• Lock-up: 20% of shares released on each of the 1st–4th anniversaries; remaining shares released on the 5th anniversary.
• Press release: furnished as Exhibit 99.1 and issued Oct 6, 2026.

Why it may matter

• Reported items include Item 1.01 (entry into material definitive agreements) covering the Settlement and Release Agreement, the Patent License Agreement, and the Securities Purchase and Lock-Up and Release Agreements; Item 3.02 (unregistered sales of equity securities) covering the issuance of 10,000,000 shares to Micron; and Item 8.01 (other events) covering the press release.
• The filing contains forward-looking statements about timing and expected payments under the agreements and notes risks that actual results could differ. The filing does not show why the insider traded or why the company acted.