Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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. Based on this evaluation, due to the material weakness in our internal control over financial reporting described below, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of December 27, 2025.
Management’s Annual Report on Internal Control Over Financial Reporting
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. Further, the design of our controls and procedures must reflect the fact that there are resource constraints, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations, our disclosure and internal controls may not prevent or detect all instances of fraud, misstatements or other control issues, and our evaluations of disclosure and internal controls cannot provide assurance that all such control issues have been detected. 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 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, 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.
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
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financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Remediation Initiatives
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.
Item 9B.
Other Information
Insider Trading Arrangements
During the fiscal quarter ended December 27, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART II I
Item 10.
Directors, Executive Officers and Corporate Governanc e
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 – 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. Hong.
The table and narrative below provide, for our current directors and executive officers, each such individual’s name; age as of March 13, 2026; current position(s) with our Company; tenure in such position(s); information about such individual’s business experience and qualifications, including principal occupation or employment and principal business of the employer, if any, for at least the past five years, and involvement in certain legal or administrative proceedings, if any; and, for our director, other public company director positions held currently or at any time in the last five years and the experiences, qualifications, attributes and skills that led to the conclusion that such individual should serve as a director of our Company. 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.
Name
Age
Position(s)
Chun K. Hong
65
President, Chief Executive Officer and Director
Jun Cho
65
Director
Blake Welcher
64
Director
Gail Sasaki
69
Executive Vice President, Chief Financial Officer and Secretary
Chun K. 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. Mr. 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 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. Mr. 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 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. Mr. Welcher previously served as a member of our Board from August 2013 to August 2020. Mr. 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.
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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. Mr. Cho previously served as a member of our Board from November 2014 to August 2020. Mr. 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”). Ms. Sasaki has been our Corporate Secretary since August 2007. Ms. Sasaki joined us in 2006 as Vice President of Finance and subsequently assumed the role of CFO in January 2008. Prior to her tenure at Netlist, Ms. Sasaki served in various senior financial roles, including CFO of eMaiMai, Inc., a commercial technology company based in Hong Kong and the PRC; CFO, Senior Vice President of Finance, Secretary and Treasurer of eMotion, Inc. (a Kodak subsidiary and formerly Cinebase Software), a developer of business-to-business media management software and services; and CFO of MicroNet Technology, Inc., a leader in storage technology. Ms. Sasaki also spent seven years in public accounting leaving as an audit manager with Arthur Young (now known as Ernst &Young LLP). Ms. 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
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; and
● 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.
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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. Stockholders may download a free copy of our Code of Business Conduct and Ethics from our website (www.netlist.com). We intend to
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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
We maintain an Insider Trading Policy that prohibits directors, officers, employees, consultants and their family members from trading in our stock when in possession of material, non-public information about the Company. Our Insider Trading Policy also prohibits our officers, directors, employees, consultants and their family members from, among other things, engaging in speculative transactions in our securities, including by way of the purchase or sale of a put option, a call option or a short sale (including a short sale “against the box”), but permits pledging if a request is submitted to our corporate secretary at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. Our officers, directors, employees, consultants and their family members may not purchase or sell our stock (i) during the period starting two weeks before the end of each calendar quarter and ending two full trading days after the release of our quarterly or annual earnings results, or (ii) during any blackout period announced by our corporate secretary unless the sale is made pursuant to a 10b5-1 trading plan. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Form 10-K.
Item 11.
Executive Compensatio n
Summary Compensation Table
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. Our named executive officers for each of the last two fiscal years were:
Name and Principal Position
Year
Base Salary($)
Bonus($)
Stock Awards($)(1)
All Other
Compensation($)(2)
Total($)
Chun K. Hong(3)
2025
450,000
—
635,250
93,134
1,178,384
President, Chief Executive Officer and Director
2024
450,000
—
997,500
109,914
1,557,414
Gail Sasaki
2025
275,000
—
127,050
24,104
426,154
Executive Vice President, Chief Financial Officer and Secretary
2024
275,000
—
133,000
7,858
415,858
(1) 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.
(2) For fiscal year 2025, the amount consists of (a) for Mr. Hong, $11,388 for automobile rental payments, $3,637 for other vehicle-related costs, $36,795 for a country club membership, $30,716 for a health club membership, and $10,598 for income tax and estate planning costs incurred on Mr. 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
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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.
(3) Mr. Hong received no additional compensation for his service as a director.
Narrative Disclosure to Summary Compensation Table
Compensation to our named executive officers generally consists of an annual base salary, bonus compensation and equity compensation.
Annual Base Salary
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” .
Bonus
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 year 2025.
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Equity-Based Incentives
Our equity award program is the primary vehicle for offering long-term incentives to our named executive officers. Our equity-based incentives have historically been granted in the form of options to purchase shares of our common stock and restricted stock unit awards that are settled in shares of our common stock upon vesting, and we have granted to both our named executive officers awards that vest over a long-term period subject to continued service. We believe that equity awards more closely align the interests of our named executive officers with our stockholders, provide our named executive officers with incentives linked to long-term performance, and create an ownership culture. To date, we have not had an established set of criteria for granting equity awards; 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; the reimbursement of employment-related legal fees; automobile rental payments and other vehicle-related expenses; and the reimbursement of health club membership fees and other similar health-related expenses. Mr. 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.
Mr. Hong’s employment agreement automatically renews for additional one-year periods unless we provide or Mr. Hong provides notice of termination six months prior to the renewal date, but at all times Mr. Hong may terminate his employment upon six months’ advance written notice to us and we may terminate Mr. Hong’s employment upon 30 days’ advance written notice to Mr. Hong. 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 continued payments of his base salary for one year, reimbursement of medical insurance premiums during that period unless he becomes employed elsewhere, a pro-rated portion of his annual performance bonus, and, if any severance payment is deemed to be an “excess parachute payment” within the meaning of Section 280G of the Code, an amount equal to any excise tax imposed under Section 4999 of the Code. In addition, upon any such termination or resignation, any unvested stock options held by Mr. Hong would immediately become fully vested and exercisable as of the effective date of the termination or resignation. If Mr. Hong’s employment is terminated due to death or disability, he or his estate would receive a lump-sum payment equal to half of his annual base salary and any stock options held by Mr. Hong would vest to the same extent as they would have vested one year thereafter. Additionally, if Mr. Hong’s employment 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 become exercisable. If Mr. Hong resigns without good reason or is terminated for cause, we would have no further obligation to him other than to pay his base salary or other amounts earned by him through the date of resignation or termination.
For purposes of Mr. Hong’s employment agreement:
● “cause” means a reasonable determination by the Board, acting in good faith based upon actual knowledge at the time, that Mr. 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,
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(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;
● “good reason” means (i) the assignment to Mr. Hong, without his consent, of duties inconsistent with his position so as to constitute a diminution of status with our Company, including an assignment of Mr. Hong to a position other than President and Chief Executive Officer of our Company, (ii) our reduction of Mr. Hong’s base salary as in effect at any time without Mr. Hong’s consent, other than a decrease of up to (and including) 10% in connection with an adverse change in the business operations or financial condition of our Company, (iii) the occurrence of a change of control, or (iv) a requirement that Mr. Hong relocate (or report on a regular basis) to an office outside of Orange County without his consent; and
● a “change of control” means the occurrence of any of the following: (i) any person or entity is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of our Company representing a percentage of the combined voting power of our then-outstanding securities that is greater than 50%, (ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date of Mr. Hong’s employment agreement, constituted our Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of our Company) whose appointment or election by the Board or nomination for election by our stockholders is approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date of Mr. 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; 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.
Employment Agreements – Chief Financial Officer
Ms. 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. Ms. 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.
Ms. 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
We maintain a savings plan that qualifies as a defined contribution plan under Section 401(k) of the Code, to which all of our employees, including our named executive officers, are able to contribute up to the limit prescribed by applicable tax rules on a before-tax basis. All of these employee contributions are fully vested upon contribution. In addition, we may make matching contributions on the contributions of our employees on a discretionary basis. In fiscal years 2025 and 2024, we made matching contributions to our employees in the aggregate amount of $55,542 and $117,195, respectively.
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Health and Welfare Benefits
We provide the following benefits to our named executive officers on the same basis provided to all of our employees:
● medical insurance including mental health, dental and vision;
● life insurance and accidental death and dismemberment insurance;
● a Section 401(k) plan for which discretionary matching contributions provided by Netlist;
● short- and long-term disability insurance;
● medical and dependent care flexible spending account; and
● 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.
● If Mr. Hong’s employment is terminated due to death or disability, he or his beneficiary would be entitled to receive $225,000 as his base salary.
Under the terms of Ms. Sasaki’s equity award agreements, if the employment of Ms. Sasaki is terminated due to death or disability, any stock options held by Ms. Sasaki would vest to the same extent as they would have vested one year thereafter. Additionally, if the employment of Ms. Sasaki is terminated due to death or disability, 25% of the shares subject to outstanding stock options, or such lesser amount as is then unvested, would immediately vest and no additional shares would vest thereafter.
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Outstanding Equity Awards at Fiscal Year End
The following table shows information about the equity awards held by our named executive officers as of the end of fiscal year 2025:
Option Awards
Stock Awards
Name
Grant Date
Number of Securities
Underlying Unexercised
Options Exercisable(#)(1)
Number of Securities
Underlying Unexercised
Options Unexercisable(#)(1)
Option
Exercise Price($)
Option
Expiration Date
Number of Shares
That Have Not
Vested(#)(2)
Market Value of
Shares That Have Not
Vested($)(2)
Chun K. Hong
1/18/2016
300,000
—
0.70
1/18/2026
—
—
2/14/2017
300,000
—
1.02
2/14/2027
—
—
1/13/2021
1,000,000
—
0.72
1/13/2031
—
—
1/25/2022
—
—
—
—
100,000 (3)
87,000
3/16/2023
—
—
—
—
249,500 (4)
217,065
5/14/2024
—
—
—
—
562,500 (5)
489,375
11/26/2025
—
—
—
—
1,000,000 (6)
870,000
Gail Sasaki
1/25/2022
—
—
—
—
25,000 (3)
21,750
3/16/2023
—
—
—
—
50,000 (4)
43,500
5/14/2024
—
—
—
—
75,000 (5)
65,250
11/26/2025
—
—
—
—
200,000 (6)
174,000
(1)
Represents stock option awards granted under the Amended and Restated 2006 Equity Incentive Plan (the “Amended 2006 Plan”).
(2)
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.
(3)
The shares underlying this RSU vest, subject to continued service, in eight semi-annual installments beginning on August 11, 2022 through March 15, 2026.
(4)
The shares underlying this RSU vest, subject to continued service, in four annual installments beginning on March 16, 2024 through March 16, 2027.
(5)
The shares underlying this RSU vest, subject to continued service, in four annual installments beginning on May 15, 2025 through May 15, 2028.
(6)
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
Non-employee directors receive annual cash compensation of $40,000, which is paid in four equal quarterly installments. All of our directors, including our non-employee directors, are also reimbursed for their reasonable out-of-pocket expenses incurred in attending board and board committee meetings.
The following table shows the total compensation paid or accrued during the fiscal year ended 2025 to each of our non-employee directors. Mr. Hong receives no additional compensation for his service as director.
Name
Fees Earned or Paid in Cash($)(1)
Stock Awards($)(2)
All Other Compensation ($)(3)
Total($)
Blake Welcher (4)
2,473
63,525
—
65,998
Jun Cho (5)
2,473
95,288
—
97,761
(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.
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(3) Amounts represent reimbursed expenses incurred in attending board and board committee meetings.
(4) Mr. 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.
(5) Mr. 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. 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 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter s
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth information regarding the ownership of our common stock, as of March 13, 2026 (the “Table Date”) unless otherwise indicated in the footnotes to the table, by (i) all persons known by us to beneficially own more than 5% of our common stock, (ii) each of our current directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each person named below possesses sole voting and investment power over all shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each person named below is c/o Netlist, Inc., 111 Academy, Suite 100, Irvine, CA 92617.
Name of Beneficial Owner
Shares Beneficially Owned
Percent of Class(1)
Chun K. Hong (2)
16,121,874
4.99%
Gail Sasaki (3)
239,368
*
Blake Welcher (4)
75,000
*
Jun Cho (5)
80,000
*
All executive officers and directors as a group (4 persons) (6)
16,516,242
5.11%
*
Represents beneficial ownership of less than 1%.
(1) All ownership percentages are based on 316,515,344 shares of our common stock outstanding as of the Table Date.
(2) Represents (i) 1,300,000 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. Mr. Hong and Ms. Cha possess shared voting and investment power over the shares
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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
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
Plan Category
(a) Number of securities to be issued
upon exercise of
outstanding options, warrants and rights
(b) Weighted-average exercise price of
outstanding options,
warrants and rights($)(1)
(c) Number of securities remaining
available for future issuance under equity
compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
8,119,643
(2)
0.73
26,500
(3)
Equity compensation plans not approved by security holders
771,500
(4)
0.66
—
Total
8,891,143
0.73
26,500
(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 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 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
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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.
Item 13.
Certain Relationships and Related Transactions, and Director Independenc e
Related Party Transactions
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. Mr. 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. For fiscal year 2025, Mr. P. K. Hong earned a cash salary of $250,000. 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. For fiscal year 2024, Mr. P. K. 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 was also granted 100,000 shares of RSUs with the grant date fair value of $133,000 measured in accordance with ASC 718. 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 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
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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
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.
Item 14.
Principal Accountant Fees and Service s
Fees Paid to Independent Registered Public Accounting Firm
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 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
MGO
MGO
KMJ
Audit Fees(1)
$
375,000
$
245,275
$
41,450
Audit-Related Fees(2)
—
—
—
Tax Fees(2)
—
—
—
All Other Fees(2)
—
—
—
Total Fees
$
375,000
$
245,275
$
41,450
( 1) Audit fees consist of fees billed or expected to be billed to us for professional services rendered for the audit of our annual consolidated financial statements, the review of our interim condensed consolidated financial statements included in our quarterly reports and the audit of our internal control over financial reporting as required by Section 404. These fees also include fees billed to us for professional services that are normally provided in connection with statutory and regulatory filings or engagements, including the review of our registration statements on Form S-3 and Form S-8 and certain other related matters, such as the delivery of comfort letters and consents in connection with these registration statements.
(2) KMJ and MGO did not bill to us any audit-related fees, tax fees or other fees in fiscal years ended December 27, 2025 and December 28, 2024.
Pre-Approval Policies and Procedures
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.
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PART IV
Item 15.
Exhibits and Financial Statement Schedule s
(a) Documents filed as part of this report
(1) All financial statements
Index to Consolidated Financial Statements
Page
Consolidated Balance Sheets
53
Consolidated Statements of Operations
54
Consolidated Statements of Stockholders’ Equity (Deficit )
55
Consolidated Statements of Cash Flows
56
Notes to Consolidated Financial Statements
57
Reports of Independent Registered Public Accounting Firm
87
Schedule II – Valuation and Qualifying Accounts
103
(2) Financial statement schedules
Schedule II – Valuation and Qualifying Accounts (in thousands)
AR Allowance and Sales Returns Reserve
Balance at Beginning of Year
Charged to Expense
Write-offs
Balance at End of Year
December 28, 2024
$
68
$
( 27 )
$
—
$
41
December 27, 2025
$
41
$
( 8 )
$
—
$
33
All financial statement schedules have been omitted, as they are not required, not applicable, or the required information is otherwise included.
(3) Exhibit listing
Incorporated by Reference
Exhibit No.
Description
Filed Herewith
Form
File No.
Exhibit
Filing Date
3.1
Restated Certificate of Incorporation of Netlist, Inc.
10-Q
001-33170
3.1
August 15, 2017
3.1.1
Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc.
10-Q
001-33170
3.1.1
August 15, 2017
3.1.2
Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc.
8-K
001-33170
3.1
August 17, 2018
3.1.3
Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc.
8-K
001-33170
3.1
August 10, 2020
3.1.4
Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc.
8-K/A
001-33170
3.1
September 25, 2025
3.1.5
Certificate of Designation of the Series A Preferred Stock of Netlist, Inc.
10-Q
001-33170
3.1.2
August 15, 2017
3.2
Second Amended and Restated Bylaws of Netlist, Inc.
10-Q
001-33170
3.2
November 7, 2024
4.1
Description of the Registrant’s Securities
X
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Incorporated by Reference
Exhibit No.
Description
Filed Herewith
Form
File No.
Exhibit
Filing Date
4.2
Rights Agreement, dated as of April 17, 2017, by and between Netlist, Inc. and Computershare Trust Company, N.A., As Rights Agent
8-K
001-33170
4.1
April 17, 2017
4.3
Amendment No. 1 to Rights Agreement, dated as of April 16, 2018, by and between Netlist, Inc. and Computershare Trust Company, N.A., As Rights Agent
8-K
001-33170
4.1
April 17, 2018
4.4
Amendment No. 2 to Rights Agreement, dated as of April 16, 2019, by and between Netlist, Inc. and Computershare Trust Company, N.A., As Rights Agent
8-K
001-33170
4.1
April 17, 2019
4.5
Amendment No. 3 to Rights Agreement, dated as of August 14, 2020, by and between Netlist, Inc. and Computershare Trust Company, As Rights Agent
8-K
001-33170
4.1
August 14, 2020
4.6
Form of Warrant Agreement to Purchase Common Stock issued pursuant to the Securities Purchase Agreement, dated September 12, 2018
8-K
001-33170
4.1
September 14, 2018
4.7
Form of Warrant
8-K
001-33170
4.1
August 15, 2023
4.8
Amendment No. 4 to Rights Agreement, dated as of April 17, 2024, by and between Netlist, Inc. and Equiniti Trust Company, LLC, as rights agent
8-K
001-33170
4.1
April 17, 2024
4.9
Form of Series A Warrant
8-K
001-33170
4.1
October 11, 2024
4.10
Form of Series B Warrant
8-K
001-33170
4.2
October 11, 2024
4.11
Form of Common Stock Purchase Warrant
8-K
001-33170
4.1
October 7, 2025
4.12
Form of Amended and Restated Common Stock Purchase Warrant
10-Q
001-33170
4.2
November 12, 2025
10.1#
Form of Indemnity Agreement for officers and directors
S-1
333-136735
10.12
August 18, 2006
10.2#
Employment Agreement, dated September 5, 2006, between Netlist, Inc. and Chun K. Hong
S-1
333-136735
10.13
September 27, 2006
10.3#
Amended and Restated 2006 Equity Incentive Plan of Netlist, Inc.
10-K
001-33170
10.3
March 22, 2019
10.4#
Form of Restricted Stock Award Agreement issued pursuant to the Amended and Restated 2006 Equity Incentive Plan of Netlist, Inc.
10-Q
001-33170
10.2
May 17, 2010
10.5#
Form of Incentive Stock Option Award Agreement issued pursuant to the Amended and Restated 2006 Equity Incentive Plan of Netlist, Inc.
10-K
001-33170
10.6
March 31, 2017
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Table of Contents
Incorporated by Reference
Exhibit No.
Description
Filed Herewith
Form
File No.
Exhibit
Filing Date
10.6
Lease, dated April 28, 2021, by and between Netlist, Inc. and University Research Park, LLC
8-K
001-33170
10.1
May 3, 2021
10.7
Loan and Security Agreement, dated November 7, 2023, between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Netlist, Inc.
10-Q
001-33170
10.4
November 9, 2023
10.8 ˄
Purchase Agreement, dated as of March 13, 2025, between Netlist, Inc. and Lincoln Park Capital Fund, LLC
8-K
001-33170
1.1
March 14, 2025
10.9 ˄
Registration Rights Agreement, dated as of March 13, 2025, between Netlist, Inc. and Lincoln Park Capital Fund, LLC
8-K
001-33170
1.2
March 14, 2025
10.10 ˄
Form of Securities Purchase Agreement, dated June 24, 2025, by and among Netlist, Inc. and the purchasers identified therein
8-K
001-33170
10.1
June 24, 2025
10.11
Placement Agency Agreement, dated June 24, 2025, by and between Netlist, Inc. and Roth Capital Partners, LLC
8-K
001-33170
10.2
June 24, 2025
10.12 ˄
Form of Securities Purchase Agreement, dated October 6, 2025, by and among Netlist, Inc. and the purchasers identified therein
8-K
001-33170
10.1
October 7, 2025
10.13
Placement Agency Agreement, dated October 6, 2025, by and between Netlist, Inc. and Roth Capital Partners, LLC
8-K
001-33170
10.2
October 7, 2025
10.14
Form of Waiver and Amendment, dated October 6, 2025, by and between Netlist, Inc. and the purchasers identified therein
8-K
001-33170
10.4
October 7, 2025
10.15#
Netlist, Inc. 2025 Equity Incentive Plan
8-K
001-33170
10.1
September 11, 2025
10.16#
Form of Restricted Stock Unit Agreement issued pursuant to the Netlist, Inc. 2025 Equity Incentive Plan
10-Q
001-33170
10.6
November 12, 2025
10.17
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.
10-Q
001-33170
10.7
November 12, 2025
10.18
First Amendment to Lease, dated March 4, 2026, by and between Netlist, Inc. and University Research Park LLC
8-K
001-33170
10.1
March 9, 2026
19
Insider Trading Policy
10-K
001-33170
19
March 28, 2025
21
Subsidiaries of Netlist, Inc.
10-K
001-33170
21.1
March 1, 2022
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Table of Contents
Incorporated by Reference
Exhibit No.
Description
Filed Herewith
Form
File No.
Exhibit
Filing Date
23.1
Consent of Macias Gini & O’Connell LLP
X
31.1
Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
X
31.2
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
X
32+
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
X
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
X
+
Furnished herewith.
#
Management contract or compensatory plan or arrangement.
˄
Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC.
Item 16.
Form 10-K Summary.
None.
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SIGNATURE S
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 19, 2026
Netlist, Inc.
By:
/s/ Chun K. Hong
Chun K. Hong
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:
Signature
Title
Date
/s/ Chun K. Hong
President, Chief Executive Officer and Director
Chun K. Hong
(Principal Executive Officer)
March 19, 2026
/s/ Gail Sasaki
Executive Vice President and Chief Financial Officer
Gail Sasaki
(Principal Financial and Accounting Officer)
March 19, 2026
/s/ Blake Welcher
Blake Welcher
Director
March 19, 2026
/s/ Jun Cho
Jun Cho
Director
March 19, 2026
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