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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-28 · 245 added, 108 removed, 308 unchanged (53% of the section changed)

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Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, and we maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

In designing our disclosure controls and procedures and internal control over financial reporting, our management recognizes that any control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

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In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that compliance with policies or procedures may deteriorate.

Our management conducted an evaluation, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) as of the end of the period covered by this report.

Our management conducted an evaluation, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework.

Based on this evaluation, due to the lack of an independent board and audit committee and ineffective oversight of the financial reporting process to ensure adequate monitoring and oversight of internal controls, our principal executive officer and our principal financial officer concluded that our internal control over financial reporting was not effective as of December 28, 2024 based on the criteria set forth by COSO.

Notwithstanding the material weakness in our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

Based on this evaluation, our management concluded there was a material weakness in our internal controls due to the historical lack of independent board member and audit committee oversight of our financial reporting process until the recent board appointments and audit committee’s reformation in June 2025.

While we now have a standing audit committee comprised of an independent board member, this oversight will need to operate effectively for a sufficient period of time before management may consider our previously identified material weakness to be remediated.

As a result of these circumstances, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of December 27, 2025.

financial position, results of operations and cash flows for the periods presented in conformity with U.S.

Changes in Internal Control Over Financial Reporting

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Remediation Initiatives

In an effort to address the identified material weakness and enhance our internal controls related to our lack of an independent board and audit committee, we continue to maintain our financial reporting process we followed to prepare consolidated financial statements in accordance with U.S.

GAAP for audit committee meetings on a quarterly and annual basis.

We engage all departments groups to identify risks to the achievement of our goals as a basis for determining how the risks should be managed.

Our Chief Executive Officer and sole director will oversee the process to ensure all required disclosures are made in our consolidated financial statements on a quarterly and annual basis.

In June 2025, we formed an audit committee of our board of directors (the “Audit Committee”) and appointed two additional independent members of our board of directors.

This Audit Committee now assists in evaluating our system of internal controls and provides oversight of our financial reporting process.

Despite the reformation of our Audit Committee and these recent appointments, the material weakness discussed above cannot be considered remediated until these controls operate for a sufficient period and management has concluded, through testing, that our internal controls are operating effectively.

Other Information

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Members of our Board of Directors (the “Board”) are elected annually at a meeting of our stockholders and serve for a one-year term until the next annual meeting of our stockholders and until his or her successor is elected and qualified, or until an earlier resignation or removal.

Each of our executive officers is appointed by, and serves at the direction of, our Board, subject to the terms of our employment agreement with our President and Chief Executive Officer, which is described under “Employment Agreements – CEO” in Item 11 of this Form 10-K, and which establishes, among other things, such executive officer’s term of office.

Our Board currently consists of one sitting director, our Chief Executive Officer, Chun K.

The table and narrative below provide, for our current director and executive officers, each such individual’s name;

Each of our executive officers is appointed by, and serves at the direction of, our Board, subject to the terms of our employment agreement with our President and Chief Executive Officer, which is described under “Employment Agreements – Chief Executive Officer” in Item 11 of this Form 10-K, and which establishes, among other things, such executive officer’s term of office.

Our Board currently consists of three sitting directors, including our Chief Executive Officer, Chun K.

The table and narrative below provide, for our current directors and executive officers, each such individual’s name;

age as of March 13, 2026;

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There is no arrangement or understanding between any director or executive officer and any other person(s) pursuant to which such director or executive officer was or is to be selected as a director or executive officer of our Company, and there are no family relationships between any of our directors or executive officers.

President, Chief Executive Officer and Sole Director

President, Chief Executive Officer and Director

Blake Welcher

Executive Vice President, Chief Financial Officer and Secretary

Hong is one of the founders of Netlist and has been our President and Chief Executive Officer (“CEO”) and a director since our inception in June 2000.

Hong assumed the title of Chairman of the Board of Directors in January 2004 and became the sole member of the Board of Directors in August 2020.

Hong is one of the founders of Netlist and has been our President, Chief Executive Officer and a director since our inception in June 2000.

Hong assumed the title of Chairperson of the Board of Directors in January 2004 and was the sole member of the Board of Directors from August 2020 to September 2025.

Prior to his tenure at Netlist, Mr.

Hong has served in various other executive positions including President and Chief Operating Officer of Infinilink Corporation, a DSL equipment company, as Executive Vice President of Viking Components, Inc., a memory subsystems manufacturing company, and as General Manager of Sales at LG Semicon Co., Ltd., a public semiconductor manufacturing company in South Korea.

Hong had served in various other executive positions including President and Chief Operating Officer of Infinilink Corporation, a DSL equipment company;

as Executive Vice President of Viking Components, Inc., a memory subsystems manufacturing company;

and as General Manager of Sales at LG Semicon Co., Ltd., a public semiconductor manufacturing company in South Korea.

Hong received his Bachelor of Science degree in economics from Virginia Commonwealth University and his Master of Science degree in technology management from Pepperdine University’s Graduate School of Management.

As one of our founders and as our CEO, Mr.

Hong brings to the Board extensive knowledge of our organization and our market.

As one of our founders and as our Chief Executive Officer, Mr.

Hong brings to the Board extensive knowledge of our organization and our market, which we believe qualifies him to serve as a member of our Board.

Blake Welcher has served as a member of the Board since June 2025 and currently serves as a Strategic Board Member of Curbit since April 2020.

He also served as Chief Legal Officer of Revolution Prep LLC, from February 2021 to August 2022, and as Vice President, General Counsel of PSI Servies LLC.

Prior to this, he had a long tenure at DTS, Inc.

As Executive VP, Legal & Licensing, General Counsel, and Corporate Secretary, he oversaw the company’s global legal and licensing operations, corporate governance and risk management.

Welcher previously served as a member of our Board from August 2013 to August 2020.

Welcher holds a Juris Doctorate and Masters of Intellectual Property degree from Franklin Pierce Law Center and is a U.S.

licensed Patent Attorney.

He received his undergraduate degree from California Polytechnic State University at San Luis Obispo.

We believe Mr.

Welcher’s extensive legal and licensing experience and corporate governance expertise qualifies him to serve as a member of our Board.

Jun Cho has served as a member of the Board since June 2025 and most recently served as Vice President and General Counsel for the India Asia Pacific Region for Stellantis NV from April 1998 to June 2023, where he led initiatives in technology licensing, product distribution, M&A transactions and joint ventures, from Beijing, Shanghai and Auburn Hills.

Prior to that, he specialized in international financing and corporate transactions working for Debevoise & Plimpton in New York, Kim & Chang in Seoul, Korea and Arnold & Porter in Washington D.C.

Cho previously served as a member of our Board from November 2014 to August 2020.

Cho holds a Juris Doctorate degree from the New York University School of Law and is admitted to the bar in the state of New York.

He received his undergraduate degree from the College of William and Mary.

We believe Mr.

Cho’s experience leading initiatives for Stellantis NV and his prior experience as counsel specializing in international financing and corporate transactions qualifies him to be a member of our Board.

Gail Sasaki is our Executive Vice President and Chief Financial Officer (“CFO”).

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Sasaki also spent seven years in public accounting leaving as an audit manager with Arthur Young (now known as Ernst &Young LLP).

Sasaki earned a Bachelor’s degree from the University of California at Los Angeles, and also earned a Master of Business Administration degree from the University of Southern California.

Sasaki earned a Bachelor’s degree from the University of California, Los Angeles, and also earned a Master of Business Administration degree from the University of Southern California.

Audit Committee

We do not have an audit committee and, as such, do not have an audit committee financial expert.

In June 2025, the Board reinstated the Audit Committee and appointed Jun Cho to the Audit Committee as its sole member.

The Board has determined that Mr.

Cho is an independent “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K, and is an independent director, as defined by the OTCQB ®.

The primary functions of our Audit Committee are, among other things, to:

● oversee our financial reporting process, including discussing with our independent registered public accounting firm the scope and plans for all annual audits and discussing with management and our independent registered public accounting firm the adequacy and effectiveness of our accounting and financial controls, systems to monitor and manage business risk, and legal and ethical compliance programs;

● review with management and our independent registered public accounting firm all of our audited and interim financial statements;

● review and approve in advance any transactions by us with related parties;

● appoint, terminate, replace, ensure the independence of and oversee our independent registered public accounting firm;

● pre-approve all audit services and, subject to a “de minimis” exception, all permissible non-audit services to be performed by the independent registered public accounting firm;

● be responsible for setting the corporate tone for quality financial reporting and sound business risk practices and ethical behavior;

● establish procedures for the confidential and anonymous submission, receipt, retention and treatment of concerns or complaints regarding accounting, internal accounting controls and auditing matters.

Director Nominations

Our board of directors is responsible for identifying, evaluating, recommending and selecting nominees to serve as directors of our Company.

Identification and Evaluation of Director Nominees

Our board of directors may utilize a variety of methods for identifying director nominees in the future.

For example, potential director candidates may come to the attention of our board of directors , executive officers, professional search firms, stockholders or others.

In fiscal year 2025, our board of directors did not retain any consultants or advisors to assist in identifying and evaluating director nominees.

Stockholder Recommendations of Director Candidates

Any recommendations for director candidates are evaluated by our board of directors .

Our board of directors does not evaluate director candidates differently based on whether the candidate is recommended by a stockholder or otherwise, and any stockholder recommended candidate would be included in and evaluated in the same manner as the pool of other prospective director candidates.

Any such recommendation should be made in writing to our Corporate Secretary at the address of our principal executive offices and should include the name, address and a current resume and curriculum vitae of the proposed director candidate, a statement describing the candidate’s qualifications and consent to serve on our board of directors if selected as a director nominee and contact information for personal and professional references.

The submission should also include the name and address of the stockholder who is recommending the proposed director candidate, the number of shares of our common stock that are owned of record or beneficially by the recommending stockholder and a description of all arrangements or understandings between the recommending stockholder and the candidate.

Any stockholder recommended candidate that is selected by our board of directors would be appointed to a vacant seat on the board of directors or included in our board of director ’s slate of recommended director nominees for election at our next annual meeting of stockholders.

Stockholder Nominations of Directors

Our Bylaws provide that any stockholder who is entitled to vote at an annual meeting of our stockholders and who complies with the notice requirements set forth in our Bylaws may nominate persons for election to our Board of Directors at the applicable annual meeting.

These notice requirements provide that a stockholder desiring to nominate a director to our board of directors must do so by written notice delivered to or mailed and received by our Corporate Secretary at the address of our principal executive offices within a specified time period before the annual meeting of stockholders at which the director nominee is to be up for election.

The stockholder’s written notice must include, among other things as specified in our Bylaws, certain personal identification information about the stockholder and its recommended director nominee(s);

the principal occupation or employment of the recommended director nominee(s);

the class and number of shares of the Company that are beneficially owned by the stockholder and its recommended director nominee(s);

and any other information relating to the recommended director nominee(s) that is required to be disclosed in solicitations for proxies for the election of directors pursuant to Regulation 14A under the Exchange Act.

A stockholder who complies in full with all of the notice provisions set forth in our Bylaws will be permitted to present the director nominee at the applicable annual meeting of our stockholders, but will not be entitled to have the nominee included in our Proxy Statement for such meeting unless an applicable SEC rule requires that we include the director nominee in our Proxy Statement.

Please refer to the full text of our Bylaws for additional information about these requirements.

A copy of our Bylaws may be obtained by writing to our Corporate Secretary at the address of our principal executive offices or may be accessed on our website, www.netlist.com, or through our SEC filings available at www.sec.gov.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as well as all of our other executive officers and employees and all of our directors.

Shareholders may download a free copy of our Code of Business Conduct and Ethics from our website (www.netlist.com).

We intend to disclose on our website any amendments to or waivers from this code by posting the relevant material on our website ( www.netlist.com ) in accordance with SEC rules.

Stockholders may download a free copy of our Code of Business Conduct and Ethics from our website (www.netlist.com).

disclose on our website any amendments to or waivers from this code by posting the relevant material on our website ( www.netlist.com ) in accordance with SEC rules.

Corporate Governance Guidelines

We withdrew our Corporate Governance Guidelines effective as of the 2020 Annual Meeting of Stockholders.

We do not have a separate hedging policy for our employees, officers and directors at this time.

Insider Trading Policy and Procedures

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A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.

Equity Award Grant Practices

We do not purposefully time our equity award grants to coincide or be near in time to the release of material non-public information, but some option grants may be granted close in time to the extent those options are being granted upon hiring of new executive officers and in connection with annual grants being made as part of our director compensation policy upon appointment of a new director and on an annual basis at each annual meeting.

Executive Compensatio n

Summary Compensation Table

The following table provides information about the compensation arrangements for fiscal years 2023 and 2024 of (i) our principal executive officer, and (ii) the next two most highly compensated person, other than our principal executive officer, who were serving as an executive officer at the end of fiscal years 2023 and 2024 (our “named executive officers”).

The following table provides information about the compensation arrangements for fiscal years 2024 and 2025 of (i) our principal executive officer, and (ii) the next two most highly compensated persons, other than our principal executive officer (which consisted solely of Gail Sasaki), who were serving as an executive officer at the end of fiscal years 2024 and 2025 (our “named executive officers”).

Other than our principal executive officer and Chief Financial Officer, we had no other executive officers serving at the end of fiscal years 2024 and 2025.

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Compensation($)(2)

President, Chief Executive Officer and Sole Director

President, Chief Executive Officer and Director

Executive Vice President, Chief Financial Officer and Secretary

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Hong’s behalf and (b) for Ms.

Sasaki, the amount consists of $1,044 for a health club membership, $3,000 for matching contributions under the 401(k) defined contribution plan, $4,130 for cell phone services, and $15,930 for a country club membership.

For fiscal year 2024, the amount consists of (a) for Mr.

Hong, $11,821 for automobile rental payments, $21,976 for other

vehicle-related costs, $36,708 for a country club membership, $29,135 for a health club membership, and $10,274 for income tax and estate planning costs incurred on Mr.

Hong’s behalf and (b) for Ms.

Sasaki, the amount consists of $1,590 for a health club membership, $3,000 for matching contributions under the 401(k) defined contribution plan and $3,268 for cell phone services.

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Annual Base Salary

The base salaries of our named executive officers are subject to adjustment and generally determined and approved by our sole director.

The base salaries of each of our named executive officers during the fiscal years 2023 and 2024 are described below under the section “Employment Agreements – CEO .”

The base salaries of our named executive officers are subject to adjustment and generally determined and approved by our directors.

The base salaries of each of our named executive officers during the fiscal years 2024 and 2025 are described below under the section “Employment Agreements – Chief Executive Officer” and “Employment Agreements – Chief Financial Officer” .

Our bonuses are discretionary with substantial weight given to financial performance during the year and the enhancement of long-term stockholder value.

Our named executive officers did not receive bonuses in Fiscal 2024.

Our named executive officers did not receive bonuses in fiscal year 2025.

Equity-Based Incentives

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To date, we have not had an established set of criteria for granting equity awards;

instead, the Board or our sole director exercises judgment and discretion.

The sole director considers, among other things, the role and responsibility of the named executive officer, competitive factors, the amount of stock-based equity compensation already held by the named executive officer, and the cash-based compensation received by the named executive officer, to determine the level and types of equity awards that it approves.

Employment Agreements – CEO

In September 2006, we entered into an employment agreement with our President and CEO, Mr.

This agreement provides for a base salary plus other specified benefits, including the reimbursement of professional fees and expenses incurred in connection with income and estate tax planning and preparation, income tax audits and the defense of income tax claims;

instead, the Board exercises judgment and discretion.

The Board considers, among other things, the role and responsibility of the named executive officer, competitive factors, the amount of stock-based equity compensation already held by the named executive officer, and the cash-based compensation received by the named executive officer, to determine the level and types of equity awards that it approves.

Employment Agreements – Chief Executive Officer

We entered into an employment agreement with our President and CEO, Mr.

Hong, in September 2006.

This agreement provides for an initial base salary plus other specified benefits, including the reimbursement of professional fees and expenses incurred in connection with income and estate tax planning and preparation, income tax audits and the defense of income tax claims;

the reimbursement of membership fees and expenses for professional organizations and one country club;

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Hong may earn annual cash performance bonuses, at the discretion of our Board, of up to 100% of his base salary based upon the achievement of individual and Company performance objectives.

Potential Payments Upon Termination or Change of Control

Hong’s employment agreement automatically renews for additional one-year periods unless we provide or Mr.

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Hong has (i) materially breached the terms of his employment agreement, or any other material agreement between us and Mr.

Hong, including an arbitration agreement and a proprietary information and invention assignment agreement, (ii) committed gross negligence or engaged in serious misconduct in the execution of his assigned duties, (iii) been convicted of a felony or other serious crime involving moral turpitude, (iv) materially refused to perform any lawful duty or responsibility consistent with Mr.

(iii) been convicted of a felony or other serious crime involving moral turpitude, (iv) materially refused to perform any lawful duty or responsibility consistent with Mr.

Hong’s position with our Company, or (v) materially breached his fiduciary duty or his duty of loyalty to our Company;

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Hong’s employment agreement or whose appointment, election or nomination for election was previously so approved or recommended;

(iii) there is consummated a merger or consolidation of our Company in which our Company does not survive or our Company survives but the shares of our

common stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of our Company after such merger or consolidation;

(iii) there is consummated a merger or consolidation of our Company in which our Company does not survive or our Company survives but the shares of our common stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of our Company after such merger or consolidation;

or (iv) our stockholders approve a plan of our complete liquidation or dissolution or there is consummated an agreement for our sale or disposition of all or substantially all of our assets, other than a sale or disposition of all or substantially all of our assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by our stockholders in substantially the same proportions as their ownership of our Company immediately prior to such sale.

We have not entered into an employment agreement with Ms.

Sasaki, our Executive Vice President, Chief Financial Officer and Secretary.

For 2024 and 2023, Ms.

Sasaki received an annualized base salary of $275,000 and $275,000, respectively.

If the employment of Ms.

Sasaki is terminated due to death or disability, any stock options held by Ms.

Sasaki would vest to the same extent as they would have vested one year thereafter.

Additionally, if the employment of Ms.

Sasaki is terminated due to death or disability, 25% of the shares subject to outstanding stock options, or such lesser amount as is then unvested, would immediately vest and no additional shares would vest thereafter.

Sasaki is eligible for a target cash bonus of 75% of her base salary, which were to be determined by our Board in its discretion based on various factors.

Employment Agreements – Chief Financial Officer

Sasaki is employed by the Company as its Executive Vice President, Chief Financial Officer and Corporate Secretary on a full-time basis and is not subject to a formal employment agreement.

Sasaki currently receives an annual base salary of $275,000, annual cash performance bonuses and incentive awards in the discretion of our board of directors, and other benefits, including matching contribution for a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code and the reimbursement of health club membership fees and other similar health-related expenses.

Sasaki is eligible for a target cash bonus of 75% of her base salary, which shall be determined by our board of directors in its discretion based on various factors.

Retirement Benefits

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In addition, we may make matching contributions on the contributions of our employees on a discretionary basis.

In fiscal years 2024 and 2023, we made matching contributions of $117,195 and $115,733, respectively.

In fiscal years 2025 and 2024, we made matching contributions to our employees in the aggregate amount of $55,542 and $117,195, respectively.

Health and Welfare Benefits

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● a health savings account.

Potential Payments upon Termination or Change-in-Control

We have agreed to provide severance and change of control payments and benefits to Mr.

Hong under specified circumstances, as described above.

The following sets out the estimated potential payments upon termination or a change in control for Mr.

Hong, based on the assumptions discussed above and assuming such event occurred on December 27, 2025, the last business day of fiscal year 2025:

● If we terminate Mr.

Hong’s employment without cause or if he resigns from his employment for good reason, which includes a termination or resignation upon a change of control of our Company, Mr.

Hong would be entitled to receive $450,000 as his base salary and $23,570 as reimbursement of medical insurance premiums.

Hong’s employment is terminated due to death or disability, he or his beneficiary would be entitled to receive $225,000 as his base salary.

Under the terms of Ms.

Sasaki’s equity award agreements, if the employment of Ms.

Sasaki is terminated due to death or disability, any stock options held by Ms.

Sasaki would vest to the same extent as they would have vested one year thereafter.

Additionally, if the employment of Ms.

Outstanding Equity Awards at Fiscal Year End

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Shares That Have Not

1,000,000 (6)

Represents stock option awards granted under the Amended and Restated 2006 Equity Incentive Plan (the “Amended 2006 Plan”).

These stock option awards that are not fully exercisable vest in 16 equal quarterly installments, subject to continued service on each vesting date, subject to accelerated vesting in certain circumstances as described under “Employment Agreements – CEO” above.

Represents RSUs granted under the Amended 2006 Plan.

Restrictions on RSUs lapse in eight equal semi-annual installments from the grant date.

Represents RSUs granted under the Amended 2006 Plan and the Netlist, Inc.

2025 Equity Incentive Plan (“2025 Plan”).

Market value based on a closing common stock price of $0.87 on December 26, 2025.

The shares underlying this RSU vest, subject to continued service, in eight semi-annual installments beginning on August 11, 2022 through March 15, 2026.

The shares underlying this RSU vest, subject to continued service, in four annual installments beginning on March 16, 2024 through March 16, 2027.

The shares underlying this RSU vest, subject to continued service, in four annual installments beginning on May 15, 2025 through May 15, 2028.

The shares underlying this RSU vest, subject to continued service, over a period of four years, with 1/4 of such shares vesting on each anniversary of November 15, 2025.

Director Compensation

Our sole director receives no additional compensation for his service as director.

Non-employee directors receive annual cash compensation of $40,000, which is paid in four equal quarterly installments.

All of our directors, including our non-employee directors, are also reimbursed for their reasonable out-of-pocket expenses incurred in attending board and board committee meetings.

The following table shows the total compensation paid or accrued during the fiscal year ended 2025 to each of our non-employee directors.

Hong receives no additional compensation for his service as director.

Fees Earned or Paid in Cash($)(1)

Stock Awards($)(2)

All Other Compensation ($)(3)

Blake Welcher (4)

(1) Amounts represent fees earned or paid in cash for services during 2025 under our non-employee director compensation policy as described above.

(2) Represents the grant date fair value of the RSUs granted during the year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”).

The grant date fair value was determined using the fair value of the underlying shares of our common stock.

(3) Amounts represent reimbursed expenses incurred in attending board and board committee meetings.

Welcher was appointed to the board effective June 20, 2025.

On November 26, 2025, Mr.

Welcher received a grant of 100,000 RSUs.

As of December 27, 2025, Mr.

Welcher held 100,000 RSUs.

Cho was appointed to the board effective June 20, 2025.

On November 26, 2025, Mr.

Cho received a grant of 150,000 RSUs.

As of December 27, 2025, Mr.

Cho held 150,000 RSUs.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We did not grant stock options or similar awards as part of our equity compensation program in fiscal year 2025.

If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates, but some option grants may be granted close in time to the extent those options are being granted upon hiring of new executive officers and in connection with annual grants being made as part of our director compensation policy upon appointment of a new director and on an annual basis at each annual meeting.

These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant.

During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

During fiscal year 2024, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information (other than a Form 8-K that disclosed a material

new option award grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such reports.

During fiscal year 2025, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information (other than a Form 8-K that disclosed a material new option award grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such reports.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter s

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Gail Sasaki (3)

Blake Welcher (4)

All executive officers and directors as a group (4 persons) (6)

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(1) All ownership percentages are based on 316,515,344 shares of our common stock outstanding as of the Table Date.

(2) Represents (i) 1,787,500 shares of common stock issuable upon the exercise of stock options and restricted stock units that are or will be vested and exercisable within 60 days after the Table Date and (ii) 5,110,735 outstanding shares of common stock, of which 3,611,177 shares are held by Mr.

(2) Represents (i) 1,300,000 shares of common stock issuable upon the exercise of stock options that are or will be vested and exercisable within 60 days after the Table Date, (ii) 9,553,559 outstanding shares of common stock, of which 3,511,177 shares are held by Mr.

Hong and his wife, Won K.

Cha, as co-trustees of the Hong-Cha Community Property Trust.

Cha possess shared voting and investment power over the shares of common stock held by the Hong-Cha Community Property Trust, and each disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein.

(3) Represents 25,000 shares of common stock from restricted stock that will vest within 60 days after the Table date and 108,158 shares of common stock outstanding.

(4) Represents (i) 1,812,500 shares of common stock issuable upon the exercise of stock options and restricted stock units that are or will be vested and exercisable within 60 days after the Table Date and (ii) 5,218,893 outstanding shares of common stock.

Cha possess shared voting and investment power over the shares

of common stock held by the Hong-Cha Community Property Trust, and each disclaims beneficial ownership of such shares except to the extent of his or her pecuniary interest therein, and (iii) 224,750 restricted stock units (“RSUs”) that are scheduled to vest within 60 days after the Table Date, and (iv) 5,043,565 shares of common stock underlying warrants exercisable within 60 days after the Table Date.

The warrants held by Mr.

Hong do not allow for an exercise that would result in the holder of such warrants (together with his affiliates, any “group” or any other persons whose beneficial ownership could be aggregated with the holder) beneficially owning more than 4.99% of the number of shares of common stock of the Company outstanding immediately following such exercise.

As a result, 3,527,865 shares of common stock underlying these warrants are not included in the shares beneficially owned by Mr.

Hong in this table.

(3) Represents (i) 50,000 shares of common stock from restricted stock that will vest within 60 days after the Table date and (ii) 189,368 shares of common stock outstanding.

(4) Represents 75,000 outstanding shares of common stock.

(5) Represents 80,000 outstanding shares of common stock.

(6) Represents (i) 1,300,000 shares of common stock issuable upon the exercise of stock options that are or will be vested and exercisable within 60 days after the Table Date, (ii) 9,897,927 outstanding shares of common stock, and (iii) 274,750 RSUs that are scheduled to vest within 60 days after the Table Date, and (iv) 5,043,565 shares of common stock underlying warrants exercisable within 60 days after the Table Date.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 28, 2024 about compensation plans under which our equity securities are authorized for issuance:

We currently maintain one equity incentive plan, the 2025 Plan.

On September 9, 2025, our stockholders approved the 2025 Plan at our 2025 Annual Meeting of Stockholders.

The Amended 2006 Plan was terminated on September 9, 2025.

We also periodically grant equity-based awards outside the 2025 Plan to certain non-officer new hires as an inducement to enter into employment with us.

The following table provides information as of December 27, 2025 about our compensation plans and individual compensation arrangements under which our equity securities are authorized for issuance:

Equity Compensation Plan Information

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(1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

(2) This number includes the following outstanding awards granted under the Amended 2006 Plan:

(2) This number includes the following outstanding awards granted under the 2025 Plan:

2,698,763 shares subject to outstanding stock options and 5,420,880 shares subject to outstanding RSUs.

(3) Consists of shares that remained available for future issuance under the Amended 2006 Plan as of December 28, 2024, which provides that the number of shares of common stock issuable under the Amended 2006 Plan automatically increases on the first day of each calendar year by the number of shares equal to the lesser of (i) 2.5% of the issued and outstanding shares of common stock as of January 1 of such year and (ii) 1,200,000 shares of common stock.

(3) Consists of shares that remained available for future issuance under the 2025 Plan as of December 27, 2025, which provides that the number of shares of common stock issuable under the 2025 Plan automatically increases on the first day of each fiscal year by the number of shares equal to the lesser of (i) 2.5% of the number of outstanding shares of common stock on such date and (ii) 2,500,000 shares.

(4) Consists of 771,500 RSUs outstanding as of December 27, 2025.

Share Reserve and Share Limits

Each January 1, the number of shares reserved for issuance under the 2025 Plan automatically increased by the lesser of (i) 2.5% of the shares then issued and outstanding, and (ii) 2,500,000 shares.

The 2025 Plan limits the number of shares to be granted to any non-employee director in any calendar year such that in no event shall the aggregate grant date fair value of awards to be granted and other cash

compensation paid to any non-employee director in any calendar year, exceed $750,000, increased to $1,000,000 in the year in which such non-employee director initially joins the board of directors.

Certain Relationships and Related Transactions, and Director Independenc e

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Except as described below and except for employment arrangements, since December 30, 2023, there has not been, nor is there currently proposed, any transaction or series of transactions in which our Company was or is to be a participant, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for our last two completed fiscal years, and in which any director, officer or beneficial owner of more than 5% of our common stock, or member of any such person’s immediate family, had or will have a direct or indirect material interest.

On June 24, 2025, we entered into the June 2025 Purchase Agreement with the June 2025 Purchasers, including Chun K.

Hong, our President, Chief Executive Officer and Director, pursuant to which we agreed to issue and sell to the June 2025 Purchasers in the June 2025 Offering (i) 17,142,860 shares of our common stock, and (ii) the June 2025 Warrants to purchase the June 2025 Warrant Shares, at a combined purchase price of $0.70 per share and accompanying June 2025 Warrant.

The June 2025 Offering closed on June 25, 2025.

The June 2025 Offering resulted in aggregate gross proceeds to the Company of approximately $12.0 million and net proceeds to the Company, after deducting placement agent fees and offering costs, of approximately $11.6 million.

Hong purchased, on the same terms as the other June 2025 Purchasers and for an aggregate purchase price of approximately $3.0 million, (i) 4,285,715 shares of our common stock in the June 2025 Offering and (ii) June 2025 Warrants to purchase up to 8,571,430 June 2025 Warrant Shares.

The June 2025 Offering, including Mr.

Hong’s participation, was approved by the Audit Committee pursuant to applicable law and the Company’s related party transaction policy.

Our Executive Vice President of Sales and Operations (formerly, our Vice President of Netlist Base and Commodity Sales), Paik K.

Hong, is the brother of Chun K.

Hong, our President, Chief Executive Officer and sole director.

For fiscal year 2025, Mr.

Hong earned a cash salary of $250,000.

He received $1,400 for weekly fitness training and $3,000 for matching contributions for a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code.

He received $3,000 for matching contributions for a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code.

He was also granted 100,000 shares of RSUs with the grant date fair value of $63,525 measured in accordance with ASC 718.

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The grant date fair value was determined using the fair value of the underlying shares of our common stock.

We have entered into indemnification agreements with each of our sole director and executive officers.

In general, these agreements require us to indemnify each such individual to the fullest extent permitted under

Delaware law against certain liabilities that may arise by reason of their service for us, and to advance expenses incurred as a result of any such proceeding as to which any such individual could be indemnified.

We have entered into indemnification agreements with each of our directors and executive officers.

In general, these agreements require us to indemnify each such individual to the fullest extent permitted under Delaware law against certain liabilities that may arise by reason of their service for us, and to advance expenses incurred as a result of any such proceeding as to which any such individual could be indemnified.

Policies and Procedures for Review and Approval of Related Person Transactions

The Audit Committee is responsible for reviewing and approving in advance any transactions with a related party in accordance with our related party transaction policy.

We have adopted a written policy that requires all transactions between us and any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons, as defined in Item 404 of Regulation S-K, or their affiliates, in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for our last two completed fiscal years, be approved in advance by our Audit Committee.

Any request for such a transaction must first be presented to the Audit Committee for review, consideration and approval.

In approving or rejecting any such proposal, the Audit Committee is to consider the relevant facts and circumstances

available and deemed relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

Director Independence

Due to the dissolution of all committees of the Board and reduction of the number of directors to one director, our President and CEO, Mr.

Hong, in August 2020, we currently do not have an independent director.

Our common stock was listed on The Nasdaq Capital Market (“Nasdaq”) until September 27, 2018.

On September 27, 2018, our common stock began trading on the OTCQX® Best Market and on August 11, 2020, our common stock was transferred to the OTCQB®.

OTCQB® does not require that a majority of the board of directors be independent.

Our Board has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly.

Based upon this review, our Board has determined that all of our current directors other than Mr.

Hong, our Chief Executive Officer, have no relationships with the Company or management that would interfere with their exercise of independent judgment in carrying out their responsibilities as a director of the Company.

Principal Accountant Fees and Service s

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Our independent registered public accounting firm is Macias Gini O’Connell LLP (“MGO”).

MGO served as our independent public accounting firm for the fiscal year ended December 28, 2024, beginning in September 2024.

KMJ Corbin & Company LLP (“KMJ”) served as our independent registered public accounting firm for the fiscal year ended December 30, 2023 and for the fiscal year ended December 28, 2024 until September 2024.

The following table presents fees for professional services rendered by MGO for the fiscal year ended December 28, 2024 and by KMJ for the fiscal years ended December 28, 2024 and December 30, 2023.

Fiscal Year ended

December 28, 2024

Fiscal Year ended

MGO served as our independent public accounting firm for the fiscal year ended December 27, 2025 and for the fiscal year ended December 28, 2024, beginning in September 2024.

KMJ Corbin & Company LLP (“KMJ”) served as our independent registered public accounting firm for the fiscal year ended December 28, 2024 until September 2024.

The following table presents fees for professional services rendered by MGO for the fiscal years ended December 27, 2025 and December 28, 2024 and by KMJ for the fiscal year ended December 28, 2024.

Fiscal Year ended December 27, 2025

Fiscal Year ended December 28, 2024

Audit Fees(1)

Audited-Related Fees (2)

Audit-Related Fees(2)

All Other Fees(2)

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Pre-Approval Policies and Procedures

Our sole director pre-approves all audit and permissible non-audit services to be performed for us by our independent registered public accounting firm, except for certain “de minimus” non-audit services that may be ratified by sole director.

Our sole director pre-approved all services performed by KMJ and MGO in fiscal year 2024.

Our Board pre-approves all audit and permissible non-audit services to be performed for us by our independent registered public accounting firm, except for certain “de minimis” non-audit services that may be ratified by our Board.

Our Board pre-approved all services performed by MGO in fiscal year 2025.

Exhibits and Financial Statement Schedule s

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August 10, 2020

Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc.

September 25, 2025

Certificate of Designation of the Series A Preferred Stock of Netlist, Inc.

3 unchanged sentences

Description of the Registrant’s Securities

March 10, 2020

Incorporated by Reference

27 unchanged sentences

October 11, 2024

Form of Common Stock Purchase Warrant

October 7, 2025

Form of Amended and Restated Common Stock Purchase Warrant

November 12, 2025

Form of Indemnity Agreement for officers and directors

7 unchanged sentences

March 31, 2017

Lease, dated April 28, 2021, by and between Netlist, Inc.

and University Research Park, LLC

Incorporated by Reference

Filed Herewith

Form of Securities Purchase Agreement, dated August 14, 2023, by and among Netlist, Inc.

and the purchasers identified therein

August 15, 2023

Placement Agency Agreement, dated August 14, 2023, by and between Netlist, Inc.

and Roth Capital Partners, LLC.

August 15, 2023

Form of Lock-Up Agreement

August 15, 2023

Lease, dated April 28, 2021, by and between Netlist, Inc.

and University Research Park, LLC

Loan and Security Agreement, dated November 7, 2023, between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Netlist, Inc.

November 9, 2023

Form of Securities Purchase Agreement dated October 11, 2024 between Netlist, Inc.

Purchase Agreement, dated as of March 13, 2025, between Netlist, Inc.

and Lincoln Park Capital Fund, LLC

March 14, 2025

Registration Rights Agreement, dated as of March 13, 2025, between Netlist, Inc.

and Lincoln Park Capital Fund, LLC

March 14, 2025

Form of Securities Purchase Agreement, dated June 24, 2025, by and among Netlist, Inc.

and the purchasers identified therein

June 24, 2025

Placement Agency Agreement, dated June 24, 2025, by and between Netlist, Inc.

and Roth Capital Partners, LLC

June 24, 2025

Form of Securities Purchase Agreement, dated October 6, 2025, by and among Netlist, Inc.

and the purchasers identified therein

October 7, 2025

2 unchanged sentences

October 7, 2025

Form of Lock-Up Agreement

Form of Waiver and Amendment, dated October 6, 2025, by and between Netlist, Inc.

and the purchasers identified therein

October 7, 2025

Purchase Agreement, dated as of March 13, 2025, between Netlist, Inc.

and Lincoln Park Capital Fund, LLC

March 13, 2025

Registration Rights Agreement, dated as of March 13, 2025, between Netlist, Inc.

and Lincoln Park Capital Fund, LLC

Netlist, Inc.

2025 Equity Incentive Plan

September 11, 2025

Form of Restricted Stock Unit Agreement issued pursuant to the Netlist, Inc.

2025 Equity Incentive Plan

November 12, 2025

First Amendment to Loan and Security Agreement, dated November 7, 2025, between Silicon Valley Bank, a division of First-Citizens Banks & Trust Company and Netlist, Inc.

November 12, 2025

First Amendment to Lease, dated March 4, 2026, by and between Netlist, Inc.

and University Research Park LLC

March 9, 2026

Insider Trading Policy

March 28, 2025

Subsidiaries of Netlist, Inc.

March 1, 2022

Incorporated by Reference

Filed Herewith

Consent of Macias Gini & O’Connell LLP

Consent of KMJ Corbin & Company LLP

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

6 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Incorporated by Reference

Filed Herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

The cover page from the Company’s Annual

Report on Form 10-K for the fiscal year ended December 30, 2023 (formatted as inline XBRL and contained in Exhibit 101)

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Furnished herewith.

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Netlist, Inc.

President, Chief Executive Officer and Sole Director

President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

President, Chief Executive Officer and Sole Director

President, Chief Executive Officer and Director

(Principal Executive Officer)

4 unchanged sentences

March 19, 2026

/s/ Blake Welcher

Blake Welcher

March 19, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures