NETLIST INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ​ None. ​ Item 3. Defaults Upon Senior Securities ​ None. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ Item 5. Other Informat ion ​ Insider Trading Arrangements ​ During the fiscal quarter ended June 27, 2026, 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), except as follows: ​ On April 23, 2026 , Chun K. Hong , our President, Chief Executive Officer and Chairperson of our Board terminated a trading plan intended to satisfy the affirmative defense requirements of Rule 10b5-1 (c) of the Exchange Act, originally adopted on September 12, 2025, for the sale of up to 2,388,823 shares of our common stock and certain shares of common stock to satisfy applicable tax withholding obligations upon the vesting of 412,250 restricted stock units. The plan was originally scheduled to terminate on December 31, 2026 . ​ On April 23, 2026 , Mr. Hong and Won Kyung Cha , as trustees of the Chun Ki Hong Won Kyung Cha Community Property Trust dated 8/16/2004, terminated a trading plan intended to satisfy the affirmative defense requirements of Rule 10b5-1 (c) of the Exchange Act, originally adopted on September 12, 2025 , for the sale of up to 3,611,177 shares of our common stock. The plan was originally scheduled to terminate on December 31, 2026 . ​ On April 29, 2026 , Jun Cho , a director of our Board , terminated a trading plan intended to satisfy the affirmative defense requirements of Rule 10b5-1 (c) of the Exchange Act, originally adopted on September 12, 2025 , for the sale of up to 50,000 shares of our common stock. The plan was originally scheduled to terminate on December 31, 2026 . ​ On June 12, 2026 , Mr. Hong entered into a Rule 10b5-1 sales plan (the “Hong 10b5-1 Sales Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. The Hong 10b5-1 Sales Plan, which has a term that expires on September 12, 2027 , provides for the sale of up to 4,150,000 shares of our common stock. ​ ​ 43 Table of Contents Item 6. Exhibits ​ ​ ​ ​ ​ Filed ​ Incorporated by Reference Exhibit No. ​ ​ ​ Exhibit Description ​ ​ ​ Herewith ​ ​ ​ Form ​ ​ ​ File No. ​ ​ ​ Filing Date 3.1 ​ Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.1 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.2 ​ Certificate of Amendment of the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ August 17, 2018 3.1.3 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K ​ 001-33170 ​ August 10, 2020 3.1.4 ​ Certificate of Designation of the Series A Preferred Stock of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ August 15, 2017 3.1.5 ​ Certificate of Amendment to the Restated Certificate of Incorporation of Netlist, Inc. ​ ​ ​ 8-K/A ​ 001-33170 ​ September 25, 2025 3.2 ​ Second Amended and Restated Bylaws of Netlist, Inc. ​ ​ ​ 10-Q ​ 001-33170 ​ November 7, 2024 10.1# ​ Netlist, Inc. 2026 Performance Equity Plan, dated July 1, 2026 ​ ​ ​ 8-K ​ 001-33170 ​ July 2, 2026 10.2# ​ Form of Restricted Stock Unit Agreement issued pursuant to Netlist, Inc. 2026 Performance Equity Plan ​ ​ ​ 8-K ​ 001-33170 ​ July 2, 2026 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 ​ ​ ​ ​ ​ ​ 32.1+ ​ 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) ​ ​ ​ ​ ​ ​ ​ ​ + Furnished herewith. # Management contract or compensatory plan or arrangement. ​ ​ ​ 44 Table of Contents SIGNATURES ​ Pursuant to the requirements 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: August 11, 2026 Netlist, Inc. ​ ​ ​ ​ ​ ​ ​ By: /s/ Chun K. Hong ​ ​ Chun K. Hong ​ ​ President, Chief Executive Officer and Director ​ ​ (Principal Executive Officer) ​ ​ ​ ​ By: /s/ Gail Sasaki ​ ​ Gail Sasaki ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 45