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Stock-Based Awards | 6 Months Ended
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Jun. 27, 2026
Stock-Based Awards |
Stock-Based Awards | Note 7—Stock-Based Awards ​ On September 9, 2025, our stockholders approved the Netlist, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) at our 2025 Annual Meeting of Stockholders, pursuant to which (i) 2,500,000 shares of our common stock were reserved for issuance pursuant to the 2025 Plan and (ii) up to 4,721,706 shares of common stock may be added to the 2025 Plan attributable to awards granted under the Amended and Restated 2006 Equity Incentive Plan (the “Amended 2006 Plan”) that are forfeited, expire or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company on or after September 9, 2025. The Amended 2006 Plan was terminated on September 9, 2025. 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 six months ended June 27, 2026: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Weighted-
​ | ​ | Number of | ​ | Average
​ | ​ | Shares | ​ | Exercise
​ | ​ | (in thousands) | ​ ​ ​ | Price
Outstanding as of December 27, 2025 | ​ | ​ | 2,699 | ​ | $ | 0.73
Granted | ​ | ​ | — | ​ | ​ | —
Exercised | ​ | ​ | (466) | ​ | ​ | 0.66
Expired or forfeited | ​ | ​ | (25) | ​ | ​ | 0.92
Outstanding as of June 27, 2026 | ​ | ​ | 2,208 | ​ | $ | 0.74
​ Restricted Stock Units ​ The following table summarizes the activity related to RSUs during the six months ended June 27, 2026: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Weighted-
​ | ​ | ​ | ​ | ​ | Average
​ | ​ | Number of | ​ | Grant-Date
​ | ​ | Shares | ​ | Fair Value
​ | ​ | (in thousands) | ​ | per Share
Balance nonvested as of December 27, 2025 | ​ | ​ | 5,420 | ​ | $ | 1.26
Granted | ​ | ​ | 2,612 | ​ | ​ | 2.86
Vested | ​ | ​ | (1,052) | ​ | ​ | 2.57
Forfeited | ​ | ​ | (88) | ​ | ​ | 0.82
Balance nonvested as of June 27, 2026 | ​ | ​ | 6,892 | ​ | $ | 1.68
​ Stock-Based Compensation ​ The following table summarizes the stock-based compensation expense by line item in the condensed consolidated statements of operations (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Three Months Ended | ​ ​ ​ | Six Months Ended
​ | ​ | ​ | June 27, | ​ | June 28, | ​ | June 27, | ​ | June 28,
​ | ​ | ​ | 2026 | ​ | 2025 | ​ | 2026 | ​ | 2025
Cost of sales | ​ | ​ | $ | 32 | ​ | $ | 42 | ​ | $ | 47 | ​ | $ | 50
Research and development | ​ | ​ | ​ | 106 | ​ | ​ | 137 | ​ | ​ | 281 | ​ | ​ | 345
Selling, general and administrative | ​ | ​ | ​ | 671 | ​ | ​ | 834 | ​ | ​ | 1,437 | ​ | ​ | 1,589
Total | ​ | ​ | $ | 809 | ​ | $ | 1,013 | ​ | $ | 1,765 | ​ | $ | 1,984
​ 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.

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