Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2026, Netlist, Inc. (the "Company") adopted the Netlist, Inc. 2026 Performance Equity Plan (the "Plan"). Pursuant to the terms of the Plan, the Company may, under the direction of the Company's board of directors (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. The Company reserved 33,600,000 shares of the Company's common stock, par value $0.001 per share, for issuance under the Plan. The Board intends to grant performance awards under the Plan to the Company's executive officers, including awards to one or more of the Company's named executive officers, as incentive compensation. The Plan was approved by the Board without stockholder approval.

The foregoing description of the terms of the Plan is not intended to be complete and is qualified in its entirety by reference to the Plan and the form of Restricted Stock Unit Agreement adopted under the Plan, copies of which are included hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.