LANTRONIX INC 10-Q

Item 5. Other Information Insider Trading Arrangements During the quarter ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a trading arrangement for the purchase or sale of securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (“Rule 10b5-1 Plan”) or constituted a “non-Rule 10b5-1 trading arrangement,” other than the adoption of the Rule 10b5-1 Plans described below. Each of these plans provides for the sale of only such shares as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted to the respective plan participant by the Company, with the number of such withholding shares to be provided to the broker by a representative of the Company when determinable: Name (Title) Date of Adoption of Trading Arrangement Duration of Trading Arrangement Type of Securities Covered Gross Number of Securities Granted Saleel Awsare ( Chief Executive Officer ) March 15, 2024 June 15, 2025 PSUs RSUs 235,127 * 470,255 Jeremy Whitaker ( Chief Financial Officer ) March 25, 2024 June 15, 2025 PSUs 290,098 * Eric Bass ( Vice President, Engineering ) March 25, 2024 June 15, 2025 PSUs 171,087 * Roger Holliday ( Vice President, Worldwide Sales until February 29, 2024; currently employed in non-officer role) March 25, 2024 June 15, 2025 PSUs 194,571 * * The number of shares subject to the PSUs is presented based on the targeted level of performance. The actual number of shares covered by the award depends on actual performance achieved and may range from 0% to 200% of the shares subject to the award at the targeted level of performance. A representative of the Company will inform the broker of the precise number of shares that vest under each award when finally determined following the completion of the relevant performance period. Item 6. Exhibits Incorporated by Reference Exhibit Number Description Provided Herewith Form Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of Lantronix, Inc., as amended 10-K 3.1 08/29/2013 3.2 Amended and Restated Bylaws of Lantronix, Inc. 8-K 3.2 11/15/2012 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1+ Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) _________________ * Indicates management contract or compensatory plan, contract or arrangement. + Furnished, not filed. 49 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LANTRONIX, INC. Date: May 2, 2024 By: /s/ SALEEL AWSARE Saleel Awsare President and Chief Executive Officer (Principal Executive Officer) By: /s/ JEREMY WHITAKER Jeremy Whitaker Chief Financial Officer (Principal Financial and Accounting Officer) 50