GNSS · Genasys Inc. · Insider Trading

Represents the forfeiture of 200,000 restricted stock units that were subject to performance-based vesting, granted to the Reporting Person on January 26, 2026 under the Issuer's 2025 Equity Incentive Plan, because the threshold performance measure for fiscal year 2026 was not achieved. Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock. The forfeiture was for no consideration.

Represents the forfeiture of 11,667 restricted stock units that were subject to performance-based vesting, granted to the Reporting Person on December 24, 2025 under the Issuer's 2025 Equity Incentive Plan, because one of the three performance measures for fiscal year 2026 was not achieved. Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock. The forfeiture was for no consideration.

Represents pro-rata restricted stock units (RSUs) granted in accordance with the Company's compensation practice for non-employee directors. The RSUs vest on the earlier of (i) the date of the Company's 2027 annual shareholder meeting or (ii) a change of control. Each RSU represents the right to receive one share of the Company's common stock and will be settled only in shares.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2027 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2027 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2027 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2027 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Grant of restricted stock units to reporting person on January 26, 2026. 50% of the restricted stock units vest as to 1/3 of such units on December 31, 2026, 2/3 of such units on December 31, 2027. 50% of the restricted stock units vest based on the Company meeting certain financial performance measures for fiscal year 2026.

Grant of restricted stock units to reporting person on December 24, 2025. 50% of the restricted stock units vest as to 1/3 of such units on December 24, 2026, 1/3 of such units on December 24, 2027 and 1/3 of such units on December 24, 2028. 50% of the restricted stock units vest based on the Company meeting certain financial performance measures for fiscal year 2026.

Grant of restricted stock units to reporting person on December 11, 2025. The restricted stock units vest as to 1/3 of the shares on December 11, 2026, 1/3 of the shares on December 11, 2027 and 1/3 of the shares on December 11, 2028.

Represents shares of common stock granted to the reporting person in lieu of accrued cash retainer for the third and fourth quarters of fiscal year 2025. The number of shares was determined based on the cash value of the accrued retainer divided by the closing price of the Company's common stock on the grant date.

Represents shares of common stock granted to the reporting person in lieu of accrued cash retainer for the third and fourth quarters of fiscal year 2025. The number of shares was determined based on the cash value of the accrued retainer divided by the closing price of the Company's common stock on the grant date.

Represents shares of common stock granted to the reporting person in lieu of accrued cash retainer for the third and fourth quarters of fiscal year 2025. The number of shares was determined based on the cash value of the accrued retainer divided by the closing price of the Company's common stock on the grant date.

Represents shares of common stock granted to the reporting person in lieu of accrued cash retainer for the third and fourth quarters of fiscal year 2025. The number of shares was determined based on the cash value of the accrued retainer divided by the closing price of the Company's common stock on the grant date.

Represents shares of common stock granted to the reporting person in lieu of accrued cash retainer for the third and fourth quarters of fiscal year 2025. The number of shares was determined based on the cash value of the accrued retainer divided by the closing price of the Company's common stock on the grant date.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2026 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2026 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2026 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2026 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2026 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents restricted stock units (RSUs) that vest upon the earlier of (i) the date of the Company's 2026 annual shareholder meeting or (ii) a change of control event. Each RSU represents a contingent right to one share of the Company's common stock and is eligible to be settled solely in shares of the Company's common stock.

Represents shares of common stock retained by the issuer to satisfy the reporting person's tax withholding obligations resulting from the vesting of previously reported restricted stock unit awards.

Represents shares of common stock retained by the issuer to satisfy the reporting person's tax withholding obligations resulting from the vesting of previously reported restricted stock unit awards.

On January 15, 2025, the issuer granted to the reporting person 5,000 restricted stock units (RSUs) that vest on March 14, 2025 as pro-rata grant pursuant to company's Director compensation policies. Each RSU represents a contingent right to receive one share of Genasys Inc. common stock and is eligible to be settled solely in shares of Genasys Inc. common stock.

Grant to reporting person on December 12, 2024, of options to purchase 90,000 shares of the issuer's common stock. The options vest as to 1/3 of the shares on December 12, 2025, 1/3 of the shares on December 12, 2026 and 1/3 of the shares on December 12, 2027.

This Form 4 amendment is being filed to correct an error in Column 4 (Transaction Amount) of Table I. The originally reported transaction amount was 100,000 shares, which was incorrect. The correct number of shares acquired was 10,000 shares. The ending balance in Column 5 was accurately reported and remains unchanged.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transaction at prices ranging from $2.61 to $2.65, inclusive. The reporting person undertakes to provide Genasys Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares purchased at each price within the range set forth in the footnote of this Form 4.

AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Fund III QP, L.P. (SSFQP), Special Situations Private Equity Fund, L.P. (SSPE), Special Situations Technology Fund, L.P. (TECH) and Special Situations Technology Fund II, L.P. (TECH II and together with SSFQP, SSPE and TECH, the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 2,734,416 shares of Common Stock of the Issuer (the Shares) held by SSFQP, 617,086 Shares held by SSPE, 318,285 Shares held by TECH and 1,979,757 Shares held by TECH II.

David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are the controlling principals of AWM. The reporting person disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

This is a weighted average price.

This is a weighted average price.

This is a weighted average price.

Grant to reporting person on October 3, 2024, of an option to purchase 200,000 shares. The options vest as to 1/2 of the shares on October 3, 2025, and 1/2 of the shares on October 3, 2026.

Grant to reporting person on September 19, 2017 of an option to purchase 100,000 shares. The option vested as to 1/3 of the shares on September 19, 2018 and 1/12 of the shares quarterly thereafter until fully vested.

Grant to reporting person on August 19, 2024, of an option to purchase 450,000 shares. The option will vest as to 1/3 of the shares on September 30, 2024, as to 1/3 of the shares on September 30, 2025 and as to 1/3 of the shares on September 30, 2026.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.65 to $2.70, inclusive. The reporting person undertakes to provide Genasys Inc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 2 of this Form 4.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.62 to $2.65, inclusive. The reporting person undertakes to provide Genasys Inc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 1 of this Form 4.

On July 10, 2024, the issuer granted to the reporting person 20,000 restricted stock units (RSUs) that vest on March 14, 2025. Each RSU represents a contingent right to receive one shar of Genasys Inc. commons stock and is eligible to be settled soley in shares of Genasys Inc. common stock.

On June 1, 2024, the issuer granted to the reporting person 23,654 restricted stock units (RSUs) that vest on March 14, 2025. Each RSU represents a contingent right to receive one share of Genasys Inc. common stock and is eligible to be settled soley in shares of Genasys Inc. common stock.

On June 1, 2024, the issuer granted to the reporting person 23,654 restricted stock units (RSUs) that vest on March 14, 2025. Each RSU represents a contingent right to receive one share of Genasys Inc. common stock and is eligible to be settled soley in shares of Genasys Inc. common stock.

On March 14, 2024, the issuer granted to the reporting person 30,000 restricted stock units (RSUs) that vest on the anniversary date of the grant. Each RSU represents a contingent right to one share of Genasys Inc. common stock and is eligible to be settled solely in shares of Genasys Inc. common stock.

On March 14, 2024, the issuer granted to the reporting person 30,000 restricted stock units (RSUs) that vest on the anniversary date of the grant. Each RSU represents a contingent right to one share of Genasys Inc. common stock and is eligible to be settled solely in shares of Genasys Inc. common stock.

On March 14, 2024, the issuer granted to the reporting person 30,000 restricted stock units (RSUs) that vest on the anniversary date of the grant. Each RSU represents a contingent right to one share of Genasys Inc. common stock and is eligible to be settled solely in shares of Genasys Inc. common stock.

On March 14, 2024, the issuer granted to the reporting person 30,000 restricted stock units (RSUs) that vest on the anniversary date of the grant. Each RSU represents a contingent right to one share of Genasys Inc. common stock and is eligible to be settled solely in shares of Genasys Inc. common stock.

Represents shares of common stock retained by the issuer to satisfy the reporting person's tax withholding obligations resulting from the vesting of previously reported restricted stock unit awards.

This amendment is being filed to correct the number of shares of common stock beneficially held after the transaction reported on 2/14/2024. The original filing listed the shares at 37,516. This has been corrected to list 50,850.

Represents shares of common stock retained by the issuer to satisfy the reporting person's tax withholding obligations resulting from the vesting of previously reported restricted stock unit awards.

This amendment is being filed to correct the number of shares of common stock beneficially held after the transaction reported on 2/12/2024. The original filing listed the shares at 31,624. This has been corrected to list 54,958.