What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 231 added, 112 removed, 692 unchanged (33% of the section changed)

42 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

26 unchanged sentences

Balance, March 28, 2026

Exercise of stock options

Exercise of warrants

Stock-based compensation

Restricted stock units vested and distributed

Balance, June 27, 2026

Stockholders'

6 unchanged sentences

Balance, March 29, 2025

Issuance of common stock, net

Exercise of stock options

Stock-based compensation

Restricted stock units vested and distributed

Balance, June 28, 2025

See accompanying Notes to the Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands) (Unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

17 unchanged sentences

Cash flows from financing activities:

Net borrowings under line of credit

Net borrowings (repayments) under line of credit

Payments on notes payable

23 unchanged sentences

The results of operations for the interim periods are not necessarily indicative of the results to be expected for other periods or the full fiscal year.

We have evaluated events occurring subsequent to March 28, 2026 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto.

We have evaluated events occurring subsequent to June 27, 2026 through the filing date of this Quarterly Report on Form 10-Q and concluded that there were no events that required recognition and disclosures other than those discussed elsewhere in the notes hereto.

Principles of Consolidation

12 unchanged sentences

Actual results may differ materially from those estimates.

We incurred net income of $ 8.6 million for the three months ended March 28, 2026 and net loss of $ 9.5 million for the three months ended March 29, 2025.

As of March 28, 2026, cash, cash equivalents and restricted cash were $ 27.0 million, total assets were $ 87.6 million, working capital was $ 9.3 million, and stockholders’ equity was $ 10.4 million.

We believe our existing balance of cash and cash equivalents (including restricted cash balances), along with cash receipts from revenues, borrowing availability under the 2023 SVB Credit Agreement (as defined below) (see Note 3), proceeds raised from the June 2025 Offering (as defined below) and October 2025 Offering (as defined below) (see Note 6), funds raised through the March 2025 Purchase Agreement (as defined below) (see Note 6) and other future debt and equity offerings and taking into account cash expected to be used in our operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months.

We incurred net income of $ 10.0 million for the six months ended June 27, 2026 and net loss of $ 15.6 million for the six months ended June 28, 2025.

As of June 27, 2026, cash, cash equivalents and restricted cash were $ 40.7 million, total assets were $ 73.3 million, working capital was $ 22.1 million, and stockholders’ equity was $ 23.2 million.

We believe our existing balance of cash and cash equivalents (including restricted cash balances), along with cash receipts from revenues, payments pursuant to the Samsung License Agreement (as defined below) (see Note 9), potential borrowing availability, if any, under the 2023 SVB Credit Agreement (as defined below) (see Note 3), proceeds raised from the June 2025 Offering (as defined below) and October 2025 Offering (as defined below) (see Note 6), funds raised through the March 2025 Purchase Agreement (as defined below) (see Note 6), proceeds received from warrant exercises, and other future debt and equity offerings and taking into account cash expected to be used in our operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months from the date these condensed consolidated financial statements are issued.

This belief reflects our current assessment of known trends and uncertainties that could affect near-term liquidity, including the timing of cash effects from customer advance payments, fluctuations in borrowing base availability and letters of credit usage and market conditions that affect our ability to utilize the March 2025 Purchase Agreement.

For the long term (i.e., beyond the next 12 months), based on our current plans and assumptions, we believe our sources of liquidity and access to capital will be adequate to meet our cash requirements as they come due, and we are not currently aware of material cash requirements beyond 12 months other than those described in the Notes to Condensed Consolidated Financial Statements.

We anticipate receiving the upfront payment of $ 200 million pursuant to the Samsung License Agreement in August 2026.

Recently Issued Accounting Standards

11 unchanged sentences

Three Months Ended

Six Months Ended

Employee Compensation (1)

15 unchanged sentences

The following table shows supplemental disclosures of cash flow information and non-cash financing activities (in thousands):

Three Months Ended

Six Months Ended

Supplemental disclosure of cash flow information:

6 unchanged sentences

Three Months Ended

Six Months Ended

Net income (loss)

5 unchanged sentences

The table below shows potentially dilutive weighted average common share equivalents, consisting of shares issuable upon the exercise of outstanding stock options and warrants using the treasury stock method and the shares issuable upon vesting of the restricted stock units (“RSUs”).

These potential weighted average common share equivalents have been included in the three months ended March 28, 2026 in the diluted net earnings per share calculations above as their effect would be dilutive and excluded in the three months ended March 29, 2025 from the diluted net loss per share calculations above as their effect would be anti-dilutive (in thousands):

These potential weighted average common share equivalents have been included in the three and six months ended June 27, 2026 in the diluted net earnings per share calculations above as their effect would be dilutive and excluded in the three and six months ended June 28, 2025 from the diluted net loss per share calculations above as their effect would be anti-dilutive (in thousands):

Three Months Ended

Six Months Ended

Weighted average common share equivalents

2 unchanged sentences

Three Months Ended

Six Months Ended

Resales of third-party products

3 unchanged sentences

Three Months Ended

Six Months Ended

United States

3 unchanged sentences

The People’s Republic of China (“PRC”) includes Hong Kong and Taiwan.

The PRC accounted for more than 10 % of our net product sales for each of the three months ended March 28, 2026 and March 29, 2025.

The PRC accounted for more than 10 % of our net product sales for each of the three and six months ended June 27, 2026 and June 28, 2025.

The United States accounted for more than 10 % of our net product sales for each of the three and six months ended June 27, 2026.

Malaysia accounted for more than 10 % of our net product sales for the three months ended June 27, 2026.

As of December 27, 2025, we had deferred revenue of $ 30.6 million, These deferred revenues related to advance payments received during the quarter on orders shipped subsequent to the end of quarter.

These revenues were recognized during the three months ended March 28, 2026 upon shipment of orders.

As of March 28, 2026, we had deferred revenue of $ 44.5 million.

As of June 27, 2026, we had deferred revenue of $ 3.0 million.

These deferred revenues relate to advance payments received during the quarter on orders shipped subsequent to the end of quarter.

3 unchanged sentences

Three Months Ended

Six Months Ended

Less than 10% of net sales during the period.

As of March 28, 2026, three customers represented approximately 32 % , 20 % , and 14 % of aggregate gross accounts receivables, respectively.

As of December 27, 2025, four customers represented approximately 33 % , 19 % , 14 % , and 11 % , respectively, of aggregate gross accounts receivables.

As of June 27, 2026, four customers represented approximately 44 % , 17 % , 14 % , and 10 % of aggregate gross accounts receivable.

As of December 27, 2025, four customers represented approximately 33 % , 19 % , 14 % , and 11 % of aggregate gross accounts receivable.

The loss of a major customer or a reduction in sales to or difficulties collecting payments from these customers could significantly reduce our net sales and adversely affect our operating results.

1 unchanged sentence

We resell certain component products to end-customers that are not reached in the distribution models of the component manufacturers, including storage customers, appliance customers, system builders and cloud and datacenter customers.

For the three months ended March 28, 2026 and March 29, 2025, resales of these products represented approximately 96 % and 95 % of net product sales, respectively.

For the three and six months ended June 27, 2026, resales of these products represented approximately 94 % and 95 % of net product sales, respectively.

For the three and six months ended June 28, 2025, resales of these products represented approximately 96 % and 96 % of net product sales, respectively.

Our purchases are typically concentrated in a small number of suppliers.

1 unchanged sentence

Three Months Ended

Six Months Ended

While we believe alternative suppliers may be available, our dependence on a small number of suppliers and the lack of any guaranteed sources for the essential components of our products and the components we resell exposes us to several risks, including the inability to obtain an adequate supply of these components, increases in their costs, delivery delays and poor quality.

1 unchanged sentence

Any of these events could have a material adverse effect on our business, operating results and financial condition.

In August 2026, the Company entered into a Supply Agreement with Samsung Semiconductor, Inc.

(“Samsung Semiconductor”) that provides an additional source of supply, but there can be no assurance that this agreement will fully mitigate the risks described above.

Note 3—Financing Arrangements

1 unchanged sentence

The borrowing base is limited to 85 % of eligible accounts receivable, subject to certain adjustments.

Borrowings accrue interest on advance at a per annum

rate equal to the greater of 8.50 % and the Wall Street Journal prime rate.

Borrowings accrue interest on advances at a per annum rate equal to the greater of 8.50 % and the Wall Street Journal prime rate.

On November 7, 2025, we entered into a first amendment to the loan and security agreement (the “2023 SVB Credit Agreement Amendment”) to, among other things, extend the maturity date from November 7, 2025 to November 7, 2027.

As of March 28, 2026, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets (excluding our intellectual property).

As of June 27, 2026, all obligations under the 2023 SVB Credit Agreement were secured by a first priority security interest in our tangible and intangible assets (excluding our intellectual property).

The 2023 SVB Credit Agreement subjects us to certain affirmative and negative covenants, including financial covenants with respect to our liquidity and restrictions on the payment of dividends.

As of March 28, 2026, we were in compliance with our covenants under the 2023 SVB Credit Agreement.

As of June 27, 2026, we were in compliance with our covenants under the 2023 SVB Credit Agreement.

We have letters of credit issued by SVB under the 2023 SVB Credit Agreement and Citibank, N.A., which are secured by cash and are classified as restricted cash in the condensed consolidated balance sheets.

As of March 28, 2026 and December 27, 2025, (i) outstanding letters of credit were $ 10.0 million and $ 10.3 million, respectively, (ii) outstanding borrowings were $ 2.6 million and $ 1.8 million, respectively, and (iii) availability under the revolving line of credit was $ 0 and $ 0 , respectively.

As of June 27, 2026 and December 27, 2025, (i) outstanding letters of credit were $ 10.0 million and $ 10.3 million, respectively, (ii) outstanding borrowings were $ 2.6 million and $ 1.8 million, respectively, and (iii) availability under the revolving line of credit was $ 0 and $ 0 , respectively.

Note 4—Leases

3 unchanged sentences

Three Months Ended

Six Months Ended

Operating lease cost

2 unchanged sentences

Lease modification to increase operating lease assets

For each of the three months ended March 28, 2026 and March 29, 2025, finance lease costs and cash flows from finance leases were immaterial.

For each of the three and six months ended June 27, 2026 and June 28, 2025, finance lease costs and cash flows from finance leases were immaterial.

Supplemental condensed consolidated balance sheet information related to leases was as follows (in thousands):

18 unchanged sentences

Finance leases

Maturities of lease liabilities as of March 28, 2026, were as follows (in thousands):

Maturities of lease liabilities as of June 27, 2026, were as follows (in thousands):

Total lease payments

9 unchanged sentences

We retain the services of law firms that specialize in patent licensing and enforcement and patent law in connection with our licensing and enforcement activities.

These law firms are often retained on a contingent fee basis whereby such law firms are paid on a scaled percentage of any negotiated fee, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained.

These law firms are often paid an additional fee on a percentage of any negotiated fee, settlements or judgments awarded based on how and when the fees, settlements or judgments are obtained.

Litigation and Challenges to Netlist Patents at the U.S.

4 unchanged sentences

We dedicate substantial resources to protecting and enforcing our intellectual property rights, including with patent infringement proceedings we file against third parties and defense of our patents against challenges made by way of reexamination and review proceedings at the USPTO and PTAB.

We expect these activities to continue for the foreseeable future, with no guarantee that any ongoing or future patent protection or litigation activities will be successful, or that we will be able to monetize our intellectual property portfolio.

In August 2026, we entered into a Patent Cross License Agreement (the “Samsung License Agreement”) and Settlement Agreement with Samsung Electronics Co., Ltd.

(“Samsung”) resolving our pending patent litigations with Samsung.

Pursuant to the Settlement Agreement, the parties will stipulate to dismiss the pending proceedings within the time period set forth in the Settlement Agreement following receipt of the initial amount due to the Company pursuant to the Samsung License Agreement.

We expect the other activities below to continue for the foreseeable future, with no guarantee that any ongoing or future patent protection or litigation activities will be successful, or that we will be able to monetize our intellectual property portfolio.

Samsung Litigation

On May 28, 2020, Netlist filed a complaint against Samsung Electronics Co., Ltd.

(“SECL”) in the U.S.

On May 28, 2020, Netlist filed a complaint against Samsung in the U.S.

District Court for the Central District of California (“CDCA”) ( Netlist Inc.

Samsung Electronics Co., Ltd ., Case No.

8:20-cv-00993) for SECL’s breach of the Joint Development and License Agreement (“JDLA”) between the parties.

Netlist amended its complaint to seek a declaratory judgment that it properly terminated the JDLA in light of SECL’s material breaches thereof.

On October 14, 2021, the Court granted summary judgment in favor of Netlist on SECL’s breach and Netlist’s termination of the JDLA.

The case proceeded to trial on the issue of damages on December 1, 2021, and the jury reached a verdict for SECL on December 3, 2021.

8:20-cv-00993) for Samsung’s breach of the Joint Development and License Agreement (“JDLA”) between the parties.

Netlist amended its complaint to seek a declaratory judgment that it properly terminated the JDLA in light of Samsung’s material breaches thereof.

On October 14, 2021, the Court granted summary judgment in favor of Netlist on Samsung’s breach and Netlist’s termination of the JDLA.

The case proceeded to trial on the issue of damages on December 1, 2021, and the jury reached a verdict for Samsung on December 3, 2021.

The Court entered final judgment on February 15, 2022, and both parties appealed to the U.S.

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The case proceeded to trial on May 14, 2024, and the jury reached a verdict for Netlist on May 17, 2024.

On December 26, 2024, the Court granted SECL’s motion for a new trial, holding that one juror’s voir dire responses support a finding of implied juror bias which deprived both parties of their right to a fair trial.

On December 26, 2024, the Court granted Samsung’s motion for a new trial, holding that one juror’s voir dire responses support a finding of implied juror bias which deprived both parties of their right to a fair trial.

A new trial was held from March 18 to March 21, 2025.

On March 24, 2025, the jury returned a verdict for Netlist.

On April 7, 2025, the Court entered final judgment in favor of Netlist on its claims that SECL breached the JDLA and that Netlist properly terminated the JDLA.

On May 5, 2025, SECL filed a motion for a new trial.

On June 27, 2025, the Court issued an order directing the parties to file a status report proposing how the Court should elicit testimony from the jurors at issue in SECL’s motion for a new trial.

2025, the Court entered final judgment in favor of Netlist on its claims that Samsung breached the JDLA and that Netlist properly terminated the JDLA.

On May 5, 2025, Samsung filed a motion for a new trial.

On June 27, 2025, the Court issued an order directing the parties to file a status report proposing how the Court should elicit testimony from the jurors at issue in Samsung’s motion for a new trial.

The parties filed the status report on July 9, 2025 and appeared before the Court on July 11, 2025.

On July 17, 2025, the Court issued an order setting

an evidentiary hearing regarding SECL’s motion for a new trial, and the evidentiary hearing was held on July 30, 2025.

On August 4, 2025, the Court issued an order denying SECL’s motion for a new trial.

On August 29, 2025, SECL filed a notice of appeal to the U.S.

On July 17, 2025, the Court issued an order setting an evidentiary hearing regarding Samsung’s motion for a new trial, and the evidentiary hearing was held on July 30, 2025.

On August 4, 2025, the Court issued an order denying Samsung’s motion for a new trial.

On August 29, 2025, Samsung filed a notice of appeal to the U.S.

Court of Appeals for the Ninth Circuit.

1 unchanged sentence

The appeal is pending.

On October 15, 2021, SECL and Samsung Semiconductor, Inc.

(“SSI”) filed a declaratory judgement action against Netlist in the U.S.

On October 15, 2021, Samsung and Samsung Semiconductor filed a declaratory judgment action against Netlist in the U.S.

District Court for the District of Delaware (“DDE”) ( Samsung Electronics Co., Ltd.

Netlist, Inc., Case No.

1:21-cv-01453), seeking a declaration that SECL and SSI do not infringe the following Netlist patents:

1:21-cv-01453), seeking a declaration that Samsung and Samsung Semiconductor do not infringe the following Netlist patents:

and 10,474,595 (respectively, the “’912, ’218, ’523, and ’595 Patents”).

SECL and SSI filed amended complaints to add other Netlist patents:

Samsung and Samsung Semiconductor filed amended complaints to add other Netlist patents:

and 11,232,054 (respectively, the “’506, ’339, ’918, and ’054 Patents”).

1 unchanged sentence

On September 12, 2022, Netlist filed a crossclaim against Google LLC and Alphabet, Inc.

(collectively, “Google”) and counterclaims against SECL and SSI, seeking damages from the infringement by Google, SECL, and SSI, a finding of willful infringement by Google, SECL, and SSI and enhanced damages pursuant to 35 U.S.C.

(collectively, “Google”) and counterclaims against Samsung and Samsung Semiconductor, seeking damages from the infringement by Google, Samsung, and Samsung Semiconductor, a finding of willful infringement by Google, Samsung, and Samsung Semiconductor and enhanced damages pursuant to 35 U.S.C.

§ 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.

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On March 31, 2025, the parties notified the Court of the jury verdict in the above CDCA case.

On December 20, 2021, Netlist filed a complaint against SECL, SSI, and Samsung Electronics America, Inc.

On June 5, 2026, the Court granted the parties’ joint stipulation to extend the stay pending the resolution of International Trade Commission (“ITC”) Investigation No.

337-TA-1472, including any appeals of the ITC investigation.

On December 20, 2021, Netlist filed a complaint against Samsung, Samsung Semiconductor, and Samsung Electronics America, Inc.

(“SEA”) (collectively, “Samsung”) in the U.S.

20 unchanged sentences

On November 22, 2024, the jury returned a verdict finding that Samsung willfully infringed all three patents and awarded $ 118 million in damages to Netlist.

The collectability of the damages award may be affected by the outcomes of pending appeals of final written decisions in the respective Inter Partes Reviews (“IPRs”) of the three patents (see below).

The collectability of the damages award may be affected by the outcomes of

pending appeals of final written decisions in the respective Inter Partes Reviews (“IPRs”) of the three patents (see below).

On December 2, 2024, the Court entered final judgment.

2 unchanged sentences

On January 31, 2025, the Court denied Netlist’s motion for a preliminary injunction and a subsequent permanent injunction.

On October 9, 2023, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

On October 9, 2023, Samsung filed a declaratory judgment action against Netlist in the DDE (Case No.

1:23-cv-01122), seeking a declaration that Samsung does not infringe Netlist’s U.S.

5 unchanged sentences

On July 8, 2025, the Court issued a scheduling and consolidation order consolidating this action with the action below (Case No.

1:24-cv-00614) and setting a Markman hearing on June 26, 2026, a hearing on case dispositive and Daubert motions on June 16, 2027, a pretrial conference on July 26, 2027, and a five-day jury trial starting on August 2, 2027.

1:24-cv-00614) and setting a Markman hearing, which occurred on June 26, 2026, a hearing on case dispositive and Daubert motions on June 16, 2027, a pretrial conference on July 26, 2027, and a five-day jury trial starting on August 2, 2027.

On August 1, 2025, the Court granted Netlist’s motion to stay the consolidated action pending the final written decisions in the two IPRs.

On May 22, 2024, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

On June 17, 2026, the consolidated action was closed after the parties dismissed all pending claims and counterclaims.

On May 22, 2024, Samsung filed a declaratory judgment action against Netlist in the DDE (Case No.

1:24-cv-00614), seeking a declaration that Samsung does not infringe Netlist’s U.S.

20 unchanged sentences

On July 25, 2025, the Court issued a Docket Control Order setting a claim construction hearing on September 25, 2026 and a trial date of March 15, 2027.

On September 11, 2025, SEA and SSI filed a motion to dismiss for improper venue.

On September 11, 2025, SEA and Samsung Semiconductor filed a motion to dismiss for improper venue.

On September 11, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims in the First Amended Complaint.

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On October 10, 2025, Micron moved to stay pending resolution of the venue dispute.

On November 24, 2025, SEA and SSI filed a motion to dismiss for improper venue.

On November 24, 2025, SEA and Samsung Semiconductor filed a motion to dismiss for improper venue.

On November 24, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims in the Second Amended Complaint.

1 unchanged sentence

On January 28, 2026, Samsung filed a motion to stay this case pending the U.S.

International Trade Commission (“ITC”) investigation.

ITC Investigation No.

On January 28, 2026, Avnet filed a motion to sever and stay.

1 unchanged sentence

On March 6, 2026, the Court granted Micron’s motion to dismiss and transferred the member case against Micron to the DDE.

On March 6, 2026, the Court granted Samsung’s motion to stay the case as to Samsung and Avnet pending ITC Investigation No.

On May 20, 2025, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

On March 6, 2026, the Court granted Samsung’s motion to stay the case as to Samsung and Avnet pending the ITC Investigation.

On May 20, 2025, Samsung filed a declaratory judgment action against Netlist in the DDE (Case No.

1:25-cv-00626) seeking a declaration that Samsung does not infringe Netlist’s ’087 Patent.

On June 11, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgement action to the EDTX based upon its first-filed EDTX action asserting the ’087 Patent.

On June 11, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgment action to the EDTX based upon its first-filed EDTX action asserting the ’087 Patent.

On July 29, 2025, Samsung filed a motion seeking leave to file an amended complaint seeking a declaration that Samsung does not infringe the ’087 and ’731 Patents as well as U.S.

Patent 12,373,366 (the “’366 Patent”).

12,373,366 (the “’366 Patent”).

On March 25, 2026, this case was stayed pending the resolution of Samsung’s venue motion in EDTX case no.

2:25-cv-00557 (above).

On July 28, 2025, Netlist filed a complaint against Samsung and Avnet in the EDTX (Case No.

5 unchanged sentences

2:25-cv-00749).

On November 19, 2025, SSI and SEA moved to dismiss for improper venue.

On November 19, 2025, Samsung Semiconductor and SEA moved to dismiss for improper venue.

On November 19, 2025, Samsung filed a motion to dismiss certain of Netlist’s infringement claims.

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On March 6, 2026, the Court granted Samsung’s motion to stay the case as to Samsung and Avnet pending ITC Investigation No.

On April 1, 2026, the Court granted Micron’s motion to dismiss and transferred the member case against Micron to the DDE.

On September 30, 2025, Netlist filed a complaint under Section 337 of the Tariff Act of 1930, as amended (19 U.S.C.

7 unchanged sentences

337-TA-1472).

On November 11, 2025, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

On April 21, 2026, the Administrative Law Judge (“ALJ”) conducted a Markman hearing on disputed claim terms.

The evidentiary hearing for this investigation is currently scheduled to start on November 23, 2026.

On November 11, 2025, Samsung filed a declaratory judgment action against Netlist in the DDE (Case No.

1:25-cv-01371) seeking a declaration that Samsung does not infringe Netlist’s ’035 Patent.

On March 31, 2026, this case was stayed pending the resolution of ITC Inv.

On December 31, 2025, Samsung filed its counterclaims in the ITC investigation, asserting counterclaims for violations of Section 2 of the Sherman Act, breach of contract, and unfair competition by Netlist, and sought a declaratory judgment of unenforceability of an exclusion order.

1 unchanged sentence

1:25-cv-01589.

On June 1, 2026, Netlist filed a complaint against Samsung in the EDTX (case no.

2:26-cv-00441) for infringement of U.S.

12,646,537 (“the ’537 Patent”), seeking damages, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.

§ 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.

§ 285, a permanent injunction pursuant to 35 U.S.C.

§ 283, and equitable relief.

On June 2, 2026, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

1:26-cv-00650) seeking a declaration that Samsung does not infringe Netlist’s ’537 Patent.

On June 9, 2026, Samsung filed an amended complaint seeking a declaration that Samsung does not infringe the ’537 Patent as well as U.S.

12,650,937 (“the ’937 Patent”).

2026, Netlist filed a complaint against Samsung and Avnet in the EDTX (case no.

2:26-cv-00456) for infringement of the ’937 Patent, seeking damages from the infringement, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.

§ 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.

§ 285, a permanent injunction pursuant to 35 U.S.C.

§ 283, and equitable relief.

On June 16, 2026, Netlist filed a complaint under Section 337 of the Tariff Act of 1930, as amended (19 U.S.C.

§ 1337) at the ITC for patent infringement against Samsung, Broadcom, Google, Nvidia, and Super Micro (collectively, “Respondents”).

The complaint alleges infringement of two Netlist patents (the ’937 and ’087 Patents) by one or more of Samsung’s Double Data Rate 5 th Gen.

(“DDR5”) Dual Inline Memory Module (“DIMM”) or High Bandwidth Memory (“HBM”) products, Broadcom, Google, Nvidia, and Super Micro products containing the same, and components thereof.

Netlist seeks a limited exclusion order and a permanent cease-and-desist order from the ITC to stop Respondents’ infringing acts with respect to these infringing products.

On July 15, 2026, the ITC instituted an investigation into the Respondents’ alleged infringing acts (Investigation No.

337-TA-1511).

On July 6, 2026, Netlist filed a complaint against Samsung and Avnet in the EDTX (case no.

2:26-cv-00553) for infringement of U.S.

12,675,407 (“the ’407 Patent), seeking damages, a finding of willful infringement and enhanced damages pursuant to 35 U.S.C.

§ 284, an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.

§ 285, a permanent injunction pursuant to 35 U.S.C.

§ 283, and equitable relief.

On July 7, 2026, Samsung filed a declaratory judgement action against Netlist in the DDE (Case No.

1:26-cv-00821) seeking a declaration that Samsung does not infringe Netlist’s ’407 Patent.

On August 4, 2026, and as noted above, Netlist and Samsung entered into a Settlement and Release Agreement and a Patent Cross License Agreement to resolve the pending patent litigations between the parties identified therein.

See Note 9 to these condensed consolidated financial statements for additional information.

Micron Litigation

3 unchanged sentences

§ 284, and an exceptional case finding and reasonable attorneys’ fees pursuant to 35 U.S.C.

On February 14, 2022, the Court granted Micron’s motion to transfer venue for convenience to another court within WDTX, and the transferred cases were assigned new case nos.

On February 14, 2022, the Court granted Micron’s motion to transfer venue for convenience to another court within WDTX, and the transferred cases were assigned new case numbers:

1:22-cv-00134 and 1:22-cv-00136.

6 unchanged sentences

On October 22, 2023, the magistrate judge issued a claim construction order, which the Court adopted on January 17,

On January 3, 2024, the magistrate judge issued a recommendation to deny Micron’s motion to stay

this case, which the Court adopted on January 31, 2024.

On January 3, 2024, the magistrate judge issued a recommendation to deny Micron’s motion to stay this case, which the Court adopted on January 31, 2024.

On February 10, 2024, the Court vacated its prior order, staying this case pending the respective Inter Partes Reviews of the six asserted patents.

3 unchanged sentences

On May 20, 2024, this case proceeded to a jury trial on the ’912 and ’417 Patents.

On May 23, 2024, the jury returned a verdict finding that Samsung willfully infringed both patents and awarded $ 445 million in damages to Netlist.

On May 23, 2024, the jury returned a verdict finding that Micron willfully infringed both patents and awarded $ 445 million in damages to Netlist.

The collectability of the damages award may be affected by the outcomes of pending appeals of final written decisions in the respective Inter Partes Reviews of the two patents (see below).

3 unchanged sentences

On July 9, 2025, Micron filed a notice of appeal to the CAFC, Case No.

On July 21, 2026, the CAFC notified the parties that oral argument has been scheduled to be heard on September 9, 2026.

The appeal is pending.

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On June 12, 2025, the CAFC denied Netlist’s motion to stay the remand pending the appeal.

the appeal remains pending.

On December 8, 2025, the Idaho State Court set a trial date for December 7, 2026.

On January 12, 2026, the Court appointed a discovery master to address the pending discovery disputes between the parties.

Oral argument was heard by the CAFC on June 5, 2026, and the appeal remains pending.

Trial is currently set to start on February 1, 2027.

On December 23, 2023, Netlist filed a complaint for declaratory judgment against Micron in EDTX (Case No.

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On September 10, 2024, the appeal was consolidated with the above-related appeal (Case No.

On September 17, 2024, Netlist moved to dismiss the Idaho State Court case for lack of personal jurisdiction and failure to state a claim, which the Idaho State Court denied on December 20, 2024.

On September 17, 2024, Netlist moved to dismiss the Idaho State Court case for lack of personal jurisdiction and failure to state a claim, which the Idaho State

Court denied on December 20, 2024.

On June 27, 2025, the Idaho State Court granted Netlist’s motion to stay this case until the CAFC issues its opinion in the appeal of the IPR decisions involving the two patents.

6 unchanged sentences

1:26-cv-00246 on March 9, 2026.

On May 20, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.

On May 20, 2025, Micron filed a declaratory judgment action against Netlist in the DDE (Case No.

1:25-cv-00629) seeking a declaration that Micron does not infringe Netlist’s ’087 Patent.

On June 11, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgement action to the EDTX based upon its first-filed EDTX action asserting the ’087 Patent.

On June 11, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgment action to the EDTX based upon its first-filed EDTX action asserting the ’087 Patent.

On March 25, 2026, the Court denied this motion.

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On March 25, 2026, the Court granted this motion and remanded the case to the Idaho State Court.

On July 10, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.

On April 15, 2026, Netlist appealed to the CAFC to challenge the remand decision.

On July 10, 2025, Micron filed a declaratory judgment action against Netlist in the DDE (Case No.

1:25-cv-00863) seeking a declaration that Micron does not infringe Netlist’s ’731 Patent.

On August 12, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgement action to the EDTX based upon its first-filed EDTX action asserting the ’731 Patent.

On August 12, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgment action to the EDTX based upon its first-filed EDTX action asserting the ’731 Patent.

On March 25, 2026, the Court denied this motion.

8 unchanged sentences

1:26-cv-00362 on April 2, 2026.

On July 29, 2025, Micron filed a declaratory judgement action against Netlist in the DDE (Case No.

On July 29, 2025, Micron filed a declaratory judgment action against Netlist in the DDE (Case No.

1:25-cv-00942) seeking a declaration that Micron does not infringe Netlist’s ’366 Patent.

On August 19, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgement action to the EDTX based upon its first-filed EDTX action asserting the ’366 Patent.

On August 19, 2025, Netlist filed a motion to dismiss or transfer this declaratory judgment action to the EDTX based upon its first-filed EDTX action asserting the ’366 Patent.

On March 25, 2026, the Court denied this motion.

On June 2, 2026, Micron filed a declaratory judgement action against Netlist in the DDE (case no.

1:26-cv-00641) seeking a declaration that Micron does not infringe Netlist’s ’537 Patent.

Google Litigation

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§ 285, and a preliminary and permanent injunction.

On October 17, 2022, the Court entered a stipulated order to stay this case until the resolution of the patent infringement suit against Samsung filed on August 1, 2022 in EDTX (Case No.

On October 17, 2022, the Court entered a stipulated order to stay this case until the resolution of

the patent infringement suit against Samsung filed on August 1, 2022 in EDTX (Case No.

2:22-cv-00293), including any appeal thereof.

Challenges to Netlist Patents at the USPTO and the PTAB

On October 15, 2021, SECL filed a Petition for IPR of the ’218 Patent (Case No.

On October 15, 2021, Samsung filed a Petition for IPR of the ’218 Patent (Case No.

IPR2022-00062).

On May 8, 2023, the PTAB issued a final written decision finding all challenged claims unpatentable.

On October 15, 2021, SECL filed a Petition for IPR of the ’523 Patent (Case No.

On October 15, 2021, Samsung filed a Petition for IPR of the ’523 Patent (Case No.

IPR2022-00063).

On May 3, 2023, the PTAB issued a final written decision finding no challenged claims unpatentable.

On July 3, 2023, SECL filed a notice of appeal to the CAFC (Case No.

On July 3, 2023, Samsung filed a notice of appeal to the CAFC (Case No.

The CAFC heard oral arguments on March 4, 2025.

On March 5, 2025, the CAFC affirmed the PTAB’s final written decision.

On October 15, 2021, SECL filed a Petition for IPR of the ’595 Patent (Case No.

On October 15, 2021, Samsung filed a Petition for IPR of the ’595 Patent (Case No.

IPR2022-00064).

On May 9, 2023, the PTAB issued a final written decision finding all challenged claims unpatentable.

On February 17, 2022, SECL filed a Petition for IPR of Claim 16 of the ’912 Patent (Case No.

On February 17, 2022, Samsung filed a Petition for IPR of Claim 16 of the ’912 Patent (Case No.

IPR2022-00615).

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On September 10, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

On July 21, 2026, the CAFC notified the parties that oral argument has been scheduled to be heard on September 9, 2026.

The appeal is pending.

On March 2, 2022, SECL filed a Petition for IPR of the ’339 Patent (Case No.

On March 2, 2022, Samsung filed a Petition for IPR of the ’339 Patent (Case No.

IPR2022-00639).

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The appeal is pending.

On March 22, 2022, SECL filed a Petition for IPR of the ’506 Patent (Case No.

On March 22, 2022, Samsung filed a Petition for IPR of the ’506 Patent (Case No.

IPR2022-00711).

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On February 20, 2026, the CAFC affirmed the PTAB’s final written decisions.

On May 17, 2022, SECL filed a Petition for IPR of the ’918 Patent (Case No.

On May 17, 2022, Samsung filed a Petition for IPR of the ’918 Patent (Case No.

IPR2022-00996).

6 unchanged sentences

The appeal is pending.

On May 17, 2022, SECL filed a Petition for IPR of the ’054 Patent (Case No.

On May 17, 2022, Samsung filed a Petition for IPR of the ’054 Patent (Case No.

IPR2022-00999).

3 unchanged sentences

On May 20, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

On June 3, 2024, this appeal was consolidated with the above appeal on the IPR of the ’918 Patent (Case No.

On August 26, 2022, SECL filed a Petition for IPR of the ’160 Patent (Case No.

3, 2024, this appeal was consolidated with the above appeal on the IPR of the ’918 Patent (Case No.

On August 26, 2022, Samsung filed a Petition for IPR of the ’160 Patent (Case No.

IPR2022-01427).

6 unchanged sentences

The appeal is pending.

On August 26, 2022, SECL filed a Petition for IPR of the ’060 Patent (Case No.

On August 26, 2022, Samsung filed a Petition for IPR of the ’060 Patent (Case No.

IPR2022-01428).

4 unchanged sentences

On September 6, this appeal was consolidated with the above appeal on the IPR of the ’160 Patent (Case No.

On January 10, 2023, SECL filed a Petition for IPR of the ’215 Patent, Case No.

On January 10, 2023, Samsung filed a Petition for IPR of the ’215 Patent, Case No.

IPR2023-00455.

3 unchanged sentences

On December 10, 2024, Netlist filed a notice of appeal to the CAFC (Case No.

On July 21, 2026, the CAFC notified the parties that oral argument has been scheduled to be heard on September 9, 2026.

The appeal is pending.

On January 10, 2023, SECL filed a Petition for IPR of the ’417 Patent (Case No.

On January 10, 2023, Samsung filed a Petition for IPR of the ’417 Patent (Case No.

IPR2023-00454).

4 unchanged sentences

On January 15, 2025, this appeal was consolidated with the above appeal on the IPR of the ’215 Patent (Case No.

On April 27, 2023, SECL filed a Petition for IPR of the ’608 Patent (Case No.

On April 27, 2023, Samsung filed a Petition for IPR of the ’608 Patent (Case No.

IPR2023-00847).

2 unchanged sentences

On July 23, 2024, the PTAB denied institution of the IPR sought by Micron.

On December 10, 2024, the PTAB issued a final written decision in the IPR brought by SECL finding no challenged claims unpatentable.

On January 13, 2025, SECL filed a notice of appeal to the CAFC (Case No.

On December 10, 2024, the PTAB issued a final written decision in the IPR brought by Samsung finding no challenged claims unpatentable.

On January 13, 2025, Samsung filed a notice of appeal to the CAFC (Case No.

The CAFC heard oral arguments on December 5, 2025.

On December 9, 2025, the CAFC affirmed the PTAB’s final written decision.

On October 18, 2024, SECL filed a Petition for IPR of the ’024 Patent (Case No.

On October 18, 2024, Samsung filed a Petition for IPR of the ’024 Patent (Case No.

IPR2025-00001).

4 unchanged sentences

On September 8, 2025, the PTAB granted Netlist’s request for adverse judgment.

On October 24, 2024, SECL filed a Petition for IPR of the ’319 Patent (Case No.

On October 24, 2024, Samsung filed a Petition for IPR of the ’319 Patent (Case No.

IPR2025-00002).

7 unchanged sentences

On November 5, 2025, the unidentified party opposed.

On November 7, 2025, the request for reexamination was granted by the examiner.

On November 7, 2025, the request for

reexamination was granted by the examiner.

On January 6, 2026, Netlist filed a renewed petition to the Director to terminate this reexamination.

On January 15, 2026, the unidentified party opposed.

On August 25, 2025, SECL filed a Petition for Post Grant Review (“PGR”) of the ’087 Patent (Case No.

On August 25, 2025, Samsung filed a Petition for Post Grant Review (“PGR”) of the ’087 Patent (Case No.

PGR2025-00071) and a Petition for IPR of the ’087 Patent (IPR2025-01402).

1 unchanged sentence

On March 4, 2026, Netlist filed a Request for Director Review of the PGR institution decision.

On August 29, 2025, SECL filed a Petition for IPR of the ’731 Patent (IPR2025-01431).

On August 29, 2025, Samsung filed a Petition for IPR of the ’731 Patent (IPR2025-01431).

On February 18, 2026, the PTAB granted institution of the IPR.

On March 4, 2026, Netlist filed a Request for Director Review of the institution decision.

On October 27, 2025, SECL filed a Petition for IPR of the ’035 Patent (IPR2026-00017).

On October 27, 2025, Samsung filed a Petition for IPR of the ’035 Patent (IPR2026-00017).

On February 24, 2026, the PTAB denied institution of the IPR.

On November 7, 2025, SECL filed a Petition for PGR of the ’366 Patent (Case No.

On November 7, 2025, Samsung filed a Petition for PGR of the ’366 Patent (Case No.

PGR2026-00001) and a Petition for IPR of the ’366 Patent (IPR2026-00018).

On March 23, 2026, the PTAB denied institution of both the PGR and the IPR.

See Note 9 to the condensed consolidated financial statements for additional information.

German Proceedings

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On March 18, 2024, the Dusseldorf Court stayed the case until the German Federal Patent Court decisions on the nullity proceedings on EP735 and EP660 either become final or are reversed or remanded on appeal.

On July 6, 2026, Netlist withdrew its infringement claims on EP735.

On June 3, 2022, Netlist filed infringement claims against Samsung in Dusseldorf, Germany, seeking damages for infringement of European Patents EP735 and EP660.

On September 25, 2023, the Dusseldorf Court stayed the case until the German Federal Patent Court decisions on the nullity proceedings on EP735 and EP660 either become final or are reversed or remanded on appeal.

On July 6, 2026, Netlist withdrew its infringement claims on EP735.

On July 26, 2022, Netlist filed infringement claims against Google Cloud EMEA Limited, Google Germany GmbH, Redtec Computing GmbH, and Google LLC in Dusseldorf, Germany, seeking damages for infringement of European Patents EP735 and EP660.

On July 6, 2026, Netlist withdrew its infringement claims on EP735.

In the nullity proceeding on EP735, the German Federal Patent Court issued its reasons of judgment revoking EP735 on April 18, 2024.

Netlist filed an appeal on May 13, 2024.

An oral hearing at the Federal Court of Justice is set for May 21, 2026.

In the nullity proceeding on EP660, the German Federal Patent Court issued its reasons of judgment revoking EP660 on February 18, 2025.

Netlist filed an appeal on March 12, 2025.

An oral hearing at the Federal Court of Justice took place on May 21, 2026, where the Federal Court of Justice issued a final revocation of EP735.

Other Contingent Obligations

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Our authorized capital stock includes 10,000,000 shares of serial preferred stock, with a par value of $ 0.001 per share.

No shares of preferred stock were outstanding as of March 28, 2026 or December 27, 2025.

No shares of preferred stock were outstanding as of June 27, 2026 or December 27, 2025.

On April 17, 2017, we entered into a rights agreement (as amended from time to time, the “Rights Agreement”) with Computershare Trust Company, N.A., as rights agent.

In connection with the adoption of the Rights Agreement and pursuant to its terms, our board of directors authorized and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 18, 2017 (the “Record Date”), and authorized the issuance of one Right for each share of our common stock issued by us (except as otherwise provided in the Rights Agreement) between the Record Date and the Distribution Date (as defined below).

In connection with the adoption of the Rights Agreement and pursuant to its terms, the Company’s Board of Directors (the “Board” or “Board of Directors”) authorized and declared a dividend of one right (each, a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on May 18, 2017 (the “Record Date”), and authorized the issuance of one Right for each share of our common stock issued by us (except as otherwise provided in the Rights Agreement) between the Record Date and the Distribution Date (as defined below).

On April 17, 2024, we entered into a fourth amendment (the “Fourth Amendment”) to the Rights Agreement, pursuant to which Equiniti Trust Company, LLC was appointed as our rights agent and the definition of “Expiration Date” in the Rights Agreement was amended to extend the term for an additional three-year period from April 17, 2024 to April 17, 2027.

1 unchanged sentence

Each Right entitles the registered holder, subject to the terms of the Rights Agreement, to purchase from us, when exercisable and subject to adjustment, one unit consisting of one one -thousandth of a share (a “Unit”) of our Series A Preferred Stock (the “Preferred Stock”), at a purchase price of $ 6.56 per Unit, subject to adjustment.

Subject to the provisions of the Rights Agreement, including certain exceptions specified therein, a distribution date for the Rights (the “Distribution Date”) will occur upon the earlier of (i) ten business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired or otherwise obtained beneficial ownership of 15 % or more of the then-outstanding shares of our common stock, and (ii) ten business days (or such later date as may be determined by our board of directors) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

Subject to the provisions of the Rights Agreement, including certain exceptions specified therein, a distribution date for the Rights (the “Distribution Date”) will occur upon the earlier of (i) ten business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired or otherwise obtained beneficial ownership of 15 % or more of the then-outstanding shares of our common stock, and (ii) ten business days (or such later date as may be determined by the Board) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

The Rights are not exercisable until the Distribution Date and, unless earlier redeemed or exchanged by us pursuant to the terms of the Rights Agreement, as amended, will expire on the close of business on April 17, 2027.

In connection with the adoption of the Rights Agreement, our board of directors approved a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) designating 1,000,000 shares of our serial preferred stock as Series A Preferred Stock and setting forth the rights, preferences and limitations of the Preferred Stock.

In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”) designating 1,000,000 shares of our serial preferred stock as Series A Preferred Stock and setting forth the rights, preferences and limitations of the Preferred Stock.

We filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 17, 2017.

12 unchanged sentences

We have the right to terminate the March 2025 Purchase Agreement at any time, at no cost to us.

During the three months ended March 28, 2026, Lincoln Park did not purchase any shares of our common stock under the March 2025 Purchase Agreement.

During the six months ended June 27, 2026, Lincoln Park did not purchase any shares of our common stock under the March 2025 Purchase Agreement.

We evaluated the March 2025 Purchase Agreement, which includes the right to require Lincoln Park to purchase shares of our common stock in the future (“put right”), and considered the guidance in ASC 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity .

We concluded that the March 2025 Purchase Agreement is an equity-linked contract that does not qualify for equity classification and, therefore, requires fair value accounting as a derivative asset (liability).

We have analyzed the terms of the put right and have concluded that it had insignificant value upon grant and as of March 28, 2026.

We have analyzed the terms of the put right and have concluded that it had insignificant value upon grant and as of June 27, 2026.

October 2025 Offering

9 unchanged sentences

On June 24, 2025, we entered into a Securities Purchase Agreement (the “June 2025 Purchase Agreement”) with certain investors, including Chun K.

Hong, Chairperson of our board of directors, President and Chief Executive Officer (collectively, the “June 2025 Purchasers”), pursuant to which we issued and sold to the June 2025 Purchasers in a registered offering (the “June 2025 Offering”) an aggregate of (i) 17,142,860 shares of our common stock and (ii) Common Stock Purchase Warrants (the “June 2025 Warrants”) to purchase up to an aggregate of 34,285,720 shares of our common stock (the “June 2025 Warrant Shares”) at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.

Hong, Chairperson of the Board, President and Chief Executive Officer (collectively, the “June 2025 Purchasers”), pursuant to which we issued and sold to the June 2025 Purchasers in a registered offering (the “June 2025 Offering”) an aggregate of (i) 17,142,860 shares of our common stock and (ii) Common Stock Purchase Warrants (the “June 2025 Warrants”) to purchase up to an aggregate of 34,285,720 shares of our common stock (the “June 2025 Warrant Shares”) at a combined purchase price of $ 0.70 per share and accompanying June 2025 Warrant.

Hong purchased $ 3.0 million of shares and accompanying June 2025 Warrants in the June 2025 Offering.

7 unchanged sentences

On October 6, 2025, we amended the June 2025 Warrants.

Some of the purchasers pursuant to the October 2025 Purchase Agreement are also holders of the June 2025 Warrants and were purchasers pursuant a securities purchase agreement dated October 11, 2024 (the “October 2024 Purchase Agreement”).

Some of the purchasers pursuant to the October 2025 Purchase Agreement are also holders of the June 2025 Warrants and were purchasers pursuant to a securities purchase agreement dated October 11, 2024 (the “October 2024 Purchase Agreement”).

Pursuant to the terms of the October 2025 Purchase Agreement, these holders agreed to waive certain variable rate prohibitions and participation rights set forth in the October 2024 Purchase Agreement relating to the October 2025 Offering and to, among other things, revise certain anti-dilution provisions relating to the June 2025 Warrants in exchange for our reduction of the exercise price of the June 2025 Warrants to an exercise price equal to the lesser of $ 0.60 and the lowest VWAP of the shares of common stock on any trading day during the period commencing on October 6, 2025 and including, the fourth trading day immediately following October 7, 2025 (such waivers and amendments, collectively the “Waiver and Amendment”).

9 unchanged sentences

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

As of March 28, 2026, we had 2,541,500 shares of our common stock reserved for future issuance under the 2025 Plan and no

shares of our common stock reserved for future issuance under the Amended 2006 Plan.

As of June 27, 2026, we had no shares of our common stock reserved for future issuance under the 2025 Plan and no shares of

our common stock reserved for future issuance under the Amended 2006 Plan.

Stock options granted under the 2025 Plan and the Amended 2006 Plan generally vest at a rate of at least 25 % per year over four years and expire 10 years from the grant date.

RSUs granted for our employees and consultants generally vest in equal installments annually and fully vest over a four-year term from the grant date.

On July 1, 2026, we adopted the Netlist, Inc.

2026 Performance Equity Plan (the “2026 Plan”).

Pursuant to the terms of the 2026 Plan, we may, under the direction of the Board, make grants of stock options, restricted and unrestricted stock awards and other stock-based awards to employees (including current and future executives), consultants and directors.

We reserved 33,600,000 shares of common stock for issuance under the 2026 Plan.

The 2026 Plan was approved by the Board without stockholder approval.

On July 16, 2026, the Board granted Chun K.

Hong, our President, Chief Executive Officer and Chairperson of our Board, restricted stock units to be settled in shares of our common stock pursuant to the 2026 Plan.

The restricted stock units will vest in accordance with performance milestones and time-based vesting schedules.

Stock Options

The following table summarizes the activity related to stock options during the three months ended March 28, 2026:

The following table summarizes the activity related to stock options during the six months ended June 27, 2026:

(in thousands)

1 unchanged sentence

Expired or forfeited

Outstanding as of March 28, 2026

Outstanding as of June 27, 2026

Restricted Stock Units

The following table summarizes the activity related to RSUs during the three months ended March 28, 2026:

The following table summarizes the activity related to RSUs during the six months ended June 27, 2026:

(in thousands)

Balance nonvested as of December 27, 2025

Balance nonvested as of March 28, 2026

Balance nonvested as of June 27, 2026

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

Cost of sales

1 unchanged sentence

Selling, general and administrative

As of March 28, 2026, we had approximately $ 3.9 million, net of estimated forfeitures, of unearned stock-based compensation, which we expect to recognize over a weighted-average period of approximately 2.3 years.

As of June 27, 2026, we had approximately $ 9.2 million, net of estimated forfeitures, of unearned stock-based compensation, which we expect to recognize over a weighted-average period of approximately 3.3 years.

Note 8—Warrants

Warrant activity for the three months ended March 28, 2026 is as follows:

Warrant activity for the six months ended June 27, 2026 is as follows:

(in thousands)

Outstanding as of December 27, 2025

Outstanding as of March 28, 2026

Outstanding as of June 27, 2026

Note 9 – Subsequent Events

Patent Cross License Agreement

On August 4, 2026, we entered into a five-year term Patent Cross License Agreement (the “Samsung License Agreement”) with Samsung, effective as of July 31, 2026 (the “Effective Date”).

Pursuant to the Samsung License Agreement, each party grants the other party a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-bearing (in the case of Samsung as licensee) or royalty-free (in the case of us as licensee) licenses to certain patents.

In consideration of the license under our patents, Samsung will pay the Company an upfront license fee of $ 200 million plus quarterly license fees of up to $ 27.5 million for each of the twenty calendar quarters from the Effective Date through the second calendar quarter of 2031, with the amount of each quarterly license fee payment to be calculated in accordance with a revenue-based formula set forth in the Samsung License Agreement.

These quarterly amounts may be subject to certain adjustments and refund rights of Samsung.

Under the Samsung License Agreement, Samsung is responsible for all Korean withholding taxes applicable to the license fee payments and is required to gross up such payments so that the Company receives the full stated amounts.

As a result, Samsung’s total payment obligation under the License Agreement, inclusive of estimated Korean withholding taxes payable to the Korean tax authorities, is up to approximately $ 898 million consisting of approximately $ 239 million in upfront fees and $ 32.9 million in fees per quarter.

Company counsel for the Samsung litigation is entitled to receive 7.5 % of amounts paid pursuant to the Samsung License Agreement when such amounts are paid to the Company.

Settlement Agreement

On August 4, 2026, we entered into a Settlement and Release Agreement (the “Settlement Agreement”) effective as of the Effective Date with Samsung.

The Settlement Agreement was entered into in settlement of the pending legal proceedings between us and Samsung identified therein.

Supply Agreement

On August 4, 2026, we entered into a five-year Supply Agreement (the “Supply Agreement”) with Samsung Semiconductor, effective as of the Effective Date.

Pursuant to the Supply Agreement, the Company has the right to purchase from Samsung Semiconductor up to $ 300 million of DRAM and NAND products each year for an aggregate of up to $ 1.5 billion during the term of the Supply Agreement on the pricing terms set forth therein.

ITC Cooperation Agreement

On August 4, 2026, in connection with the Settlement Agreement, we also entered into an ITC Cooperation Agreement with Samsung with a term of five years during which time Samsung agreed to produce or provide certain information, documents, or declarations to us to use in future ITC actions against third parties.

Securities Purchase Agreements

On August 4, 2026, in connection with and as a condition to the parties’ entry into the Supply Agreement and effective as of July 31, 2026, we entered into a Securities Purchase Agreement and a Lock-Up and Release Agreement with Samsung Semiconductor.

Pursuant to the Securities Purchase Agreement, Samsung Semiconductor purchased 10 million shares (the “Shares”) of our common stock for an aggregate cash purchase price of $ 1 million.

Pursuant to the Lock-up and Release Agreement, twenty percent of the Shares will be released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries of the issuance of the Shares, with the remaining Shares released on the fifth anniversary.

The issuance of the Shares to Samsung Semiconductor was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and we and Samsung Semiconductor have agreed that the issuance of the Shares will be accomplished in reliance upon Section 4(a)(2) of the Securities Act.

The closing of the transactions contemplated by the Securities Purchase Agreement occurred on August 6, 2026.

Warrant Exercises

Since March 28, 2026 and through May 8, 2026, we received $ 10.5 million in proceeds from the cash exercise of issued and outstanding warrants to purchase 15,395,749 shares of common stock.

From June 28, 2026 and through August 6, 2026, we received $ 5.5 million in proceeds from the cash exercise of issued and outstanding warrants to purchase 5,676,949 shares of common stock.

No changes to existing warrant terms were made in connection with these exercises.

Netlist, Inc.

2026 Performance Equity Plan and Grant

On July 1, 2026, we adopted the 2026 Plan.

We reserved 33,600,000 shares of common stock for issuance under the 2026 Plan.

The 2026 Plan was approved by the Board without stockholder approval.

On July 16, 2026, the Board granted Chun K.

Hong, our President, Chief Executive Officer and Chairperson of our Board, restricted stock units to be settled in shares of our common stock pursuant to the 2026 Plan.

The restricted stock units will vest in accordance with performance milestones and time-based vesting schedules.

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-Q

Item 1. Financial Statements