Netlist Inc 10-Q for FY2026 Q3

Netlist Inc (NLST)

10-Q 2026-11-10 For: 2026-09-26

Added on November 10, 2026

About this 10-Q

Netlist Inc filed this 10-Q on November 10, 2026, covering the quarter ended September 26, 2026 (FY2026 Q3).

Headline figures

Quarter ended September 26, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $105.1M; up 148.9% from $42.23M a year earlier
Net income: $85.45M; compared with a net loss of $7.01M a year earlier
Diluted EPS: $0.22; compared with -$0.02 a year earlier

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Delaware		95-4812784
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer ⌧	Smaller reporting company ☒
	Emerging growth company ☐

		Page
PART I. — FINANCIAL INFORMATION
Item 1	Financial Statements	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4	Controls and Procedures	44
PART II. — OTHER INFORMATION
Item 1	Legal Proceedings	46
Item 1A	Risk Factors	46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3	Defaults Upon Senior Securities	46
Item 4	Mine Safety Disclosures	46
Item 5	Other Information	47
Item 6	Exhibits	48
SIGNATURES		50



	September 26,		December 27,
	2026		2025
ASSETS
Current assets:
Cash and cash equivalents	$	317,685	$	31,782
Restricted cash		10,000		10,300
Accounts receivable, net of allowances of $72 (2026) and $33 (2025)		4,969		2,411
Inventories		16,778		3,383
Prepaid expenses and other current assets		11,536		332
Total current assets		360,968		48,208
Property and equipment, net		285		300
Operating lease right-of-use assets		1,154		541
Deferred income taxes		89,088		—
Other assets		38,343		428
Total assets	$	489,838	$	49,477

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	71,145	$	20,612
Revolving line of credit		—		1,788
Accrued payroll and related liabilities		1,320		852
Deferred revenue		78,405		30,570
Other current liabilities		650		818
Total current liabilities		151,520		54,640
Deferred revenue, noncurrent		179,641		—
Operating lease liabilities		716		23
Other liabilities		17		17
Total liabilities		331,894		54,680
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.001 par value—10,000 shares authorized: Series A preferred stock, $0.001 par value; 1,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.001 par value—675,000 shares authorized; 378,042 (2026) and 307,337 (2025) shares issued and outstanding		379		308
Additional paid-in capital		424,581		357,001
Accumulated deficit		(267,016)		(362,512)
Total stockholders' equity (deficit)		157,944		(5,203)
Total liabilities and stockholders' equity (deficit)	$	489,838	$	49,477


	Three Months Ended				Nine Months Ended
	September 26,		September 27,		September 26,		September 27,
	2026		2025		2026		2025
Net product sales	$	60,194	$	42,234	$	274,931	$	112,915
License fee		44,910		—		44,910		—
Net sales		105,104		42,234		319,841	$	112,915
Cost of sales		36,247		40,396		205,712		108,385
Gross profit		68,857		1,838		114,129		4,530
Operating expenses:
Research and development		1,054		822		3,205		2,548
Intellectual property legal fees		16,211		5,035		41,938		15,542
Selling, general and administrative		11,021		3,131		18,511		9,604
Total operating expenses		28,286		8,988		63,654		27,694
Operating income (loss)		40,571		(7,150)		50,475		(23,164)
Other income, net:
Interest income, net		864		106		945		459
Other income, net		31		34		94		130
Total other income, net		895		140		1,039		589
Income (loss) before income tax benefit		41,466		(7,010)		51,514		(22,575)
Income tax benefit		(43,982)		—		(43,982)		—
Net income (loss)	$	85,448	$	(7,010)	$	95,496	$	(22,575)

Earnings (loss) per share:
Basic	$	0.24	$	(0.02)	$	0.29	$	(0.08)
Diluted	$	0.22	$	(0.02)	$	0.26	$	(0.08)
Weighted-average common shares outstanding:
Basic		356,097		292,557		331,046		280,229
Diluted		393,420		292,557		368,377		280,229


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance, December 27, 2025	307,337	$	308	$	357,001	$	(362,512)	$	(5,203)
Net income	—		—		—		8,645		8,645
Exercise of stock options	391		—		260		—		260
Exercise of warrants	9,643		10		5,776		—		5,786
Stock-based compensation	—		—		956		—		956
Restricted stock units vested and distributed	551		1		(1)		—		—
Balance, March 28, 2026	317,922		319		363,992		(353,867)		10,444
Net income	—		—		—		1,403		1,403
Exercise of stock options	75		—		49		—		49
Exercise of warrants	15,396		15		10,463				10,478
Stock-based compensation	—		—		809		—		809
Restricted stock units vested and distributed	501		1		(1)		—		—
Balance, June 27, 2026	333,894		335		375,312		(352,464)		23,183
Net income	—		—		—		85,448		85,448
Issuance of common stock, net	10,000		10		16,980		—		16,990
Exercise of stock options	52		—		32		—		32
Exercise of warrants	34,058		34		25,384		—		25,418
Stock-based compensation	—		—		6,873		—		6,873
Restricted stock units vested and distributed	38		—		—		—		—
Balance, September 26, 2026	378,042	$	379	$	424,581	$	(267,016)	$	157,944


	Operating
Fiscal Year	Leases
2026	$	178
2027		424
2028		340
2029		349
Total lease payments		1,291
Less: imputed interest		(151)
Total	$	1,140


Tranche release date		Restriction period (years)		Expected volatility		Expected dividend yield		Discount for lack of marketability		Fair value per share
First anniversary		1.0		93.3%		0.0%		19.7%		$ 1.89
Second anniversary		2.0		100.0%		0.0%		26.6%		$ 1.72
Third anniversary		3.0		99.5%		0.0%		29.4%		$ 1.66
Fourth anniversary		4.0		101.6%		0.0%		31.1%		$ 1.62
Fifth anniversary		5.0		101.8%		0.0%		31.7%		$ 1.60


			Weighted-
	Number of		Average
	Shares		Exercise
	(in thousands)		Price
Outstanding as of December 27, 2025		2,699	$	0.73
Granted		—		—
Exercised		(518)		0.66
Expired or forfeited		(65)		1.36
Outstanding as of September 26, 2026		2,116	$	0.73


Stock price goal	Number of RSUs	Minimum service period	Grant-date fair value per RSU
$ 9.00	8,200,000	1 year	$ 2.37
$ 15.00	8,200,000	2 years	$ 2.18
$ 21.00	8,200,000	3 years	$ 2.02
$ 30.00	3,000,000	4 years	$ 2.34


Grant-date stock price	$ 2.75
Expected volatility	105%
Risk-free interest rate	4.20%
Performance period (years)	5.0 to 8.0
Expected dividend yield	0%


			Weighted
	Number of		Average
	Shares		Exercise
	(in thousands)		Price
Outstanding as of December 27, 2025		87,605	$	1.07
Granted		—		—
Exercised		(59,097)		0.71
Expired		—		—
Outstanding as of September 26, 2026		28,508	$	1.83


		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
10.3*^˄	Patent Cross License Agreement, dated August 4, 2026, by and between Netlist, Inc. and Samsung Electronics Co., Ltd.	X
10.4*	Settlement and Release Agreement, dated August 4, 2026, by and between Netlist, Inc. and Samsung Electronics Co., Ltd.	X
10.5*	Supply Agreement, dated August 4, 2026, by and between Netlist, Inc. and Samsung Semiconductor, Inc.	X
10.6*	ITC Cooperation Agreement, dated August 4, 2026, by and between Netlist, Inc. and Samsung Electronics Co., Ltd.	X
10.7*^˄	Securities Purchase Agreement, dated August 4, 2026, by and between Netlist, Inc. and Samsung Semiconductor, Inc.	X
10.8*	Lock-Up and Release Agreement, dated August 4, 2026, executed by Samsung Semiconductor, Inc.	X
10.9#	CEO Retention Bonus Letter, dated November 6, 2026, by and between Netlist, Inc. and Chun K. Hong.	X
10.10#	CFO Retention Bonus Letter, dated November 6, 2026, by and between Netlist, Inc. and Gail Sasaki.	X
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


Date:November 10, 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)

	NETLIST, INC.


	By:	/s/ Chun K. Hong
		Name: Chun K. Hong
		Title: Chief Executive Officer

		Date: August 4, 2026


	SAMSUNG ELECTRONICS CO., LTD.


	By:	/s/ Yong Kwan Kim
		Name: Yong Kwan Kim
		Title: Corporate President, Device Solutions

		Date: August 4, 2026


		Three Months Ended						Nine Months Ended
		September 26,			September 27,			September 26,			September 27,
		2026			2025			2026			2025
Expense:
Employee Compensation (1)		$	2,382		$	1,903		$	6,899		$	5,966
Stock-Based Compensation			6,873			760			8,638			2,744
Program Expenses (2)			1,378			717			2,686			1,833
Professional Fees (3)			16,470			4,835			42,082			14,976


	September 26,		December 27,
	2026		2025
Raw materials	$	982	$	181
Work in process		1,393		190
Finished goods		14,403		3,012
	$	16,778	$	3,383


	Nine Months Ended
	September 26,		September 27,
	2026		2025
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	47	$	35
Supplemental disclosure of non-cash investing and financing activities:
Debt financing of insurance	$	438	$	537
Lease modification to increase operating lease assets	$	999	$	—
Contract acquisition costs capitalized but not yet paid	$	32,861	$	—
Common stock issued in exchange for a prepaid vendor nonrefundable deposit in connection with a supply agreement	$	15,990	$	—


	Three Months Ended		Nine Months Ended
	September 26,	September 27,	September 26,	September 27,
	2026	2025	2026	2025
Customer A	15%	36%	27%	30%
Customer B	*	13%	*	*
Customer C	*	18%	*	12%
Customer D	24%	*	15%	*
Customer E	25%	*	10%	*
Customer F	*	*	10%	*


1.	Term	The term of this Supply Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, unless earlier terminated in accordance with Section 8 (Termination) hereunder (the “Term”).
2.	Product(s) and Annual Cap	In each year of the Term, Purchaser has the right to purchase and Supplier shall supply, as ordered by Purchaser, the following DRAM and NAND product(s) (the “Product(s)”), subject to the limitations noted below, including the Annual Cap, [*]: [] Annual Cap: The purchase and supply of the Product(s) in each year during the Term shall be capped at Three Hundred Million U.S. Dollars ($300M) (“Annual Cap”), totaling One Billion Five Hundred Million U.S. Dollars ($1.5B) by the end of the Term. [**]
3.	[***]	[***]
4.	[***]	[***]
5.	Limited Warranty and Remedy	Supplier warrants that DRAM Product(s) will materially conform to the applicable specifications for [*] from the date of shipment from Supplier’s designated shipping facility or [] (the “Warranty Period*”). This warranty does not cover any defects that have been caused by (a) misuse, abuse, neglect, or accident; (b) unauthorized modification, alteration, or repair; (c) improper installation, storage, handling, or operation; (d) use in environments or applications not specified or recommended by Supplier; (e) electrostatic discharge or power surges; (f) use with non-compatible components or systems; or (g) normal wear and tear. Supplier’s sole obligation, and Purchaser’s sole and exclusive remedy, for breach of the warranty in this section shall be, at Supplier’s sole option, to (a) repair the nonconforming Product(s), (b) replace the


		nonconforming Product(s), or (c) provide a credit memo for the Product Price(s) of the nonconforming Product(s). The foregoing remedies are Purchaser’s sole and exclusive remedies and Supplier’s entire liability for any breach of warranty.
6.	Disclaimer and Limitation of Liabilities	EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 5, SUPPLIER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, OR COMPLETENESS. ANY CLAIM OR ADJUDICATION THAT THE PRODUCT(S) INFRINGE ANY PROPRIETARY RIGHTS OF A THIRD PARTY SHALL NOT CONSTITUTE A BREACH OF THIS SUPPLY AGREEMENT OR GROUND FOR TERMINATION OF THIS SUPPLY AGREEMENT BY PURCHASER. IN NO EVENT SHALL SUPPLIER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATING TO THIS SUPPLY AGREEMENT AND/OR THE PRODUCT(S), REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR (A) EITHER PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), AND (B) PURCHASER’S PAYMENT OBLIGATIONS UNDER THIS SUPPLY AGREEMENT, EACH PARTY’S TOTAL AGGREGATE LIABILITY HOWSOEVER ARISING OUT OF OR RELATING TO THIS SUPPLY AGREEMENT AND/OR THE PRODUCT(S), WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY NETLIST TO SUPPLIER FOR PRODUCTS AT ISSUE IN THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
7.	Force Majeure	“Force Majeure Event” means any event or cause beyond the reasonable control of Supplier that affects Supplier’s ability to perform its obligations under this Supply Agreement, including without limitation:

		(a) acts of God or public enemy, fire, flood, earthquake, typhoon, epidemic, pandemic, or environmental or safety accidents; (b) war, blockade, riot, terrorism, civil disturbance, or civil unrest; (c) strike, lockout, labor disputes, or other labor difficulties; (d) embargo, export controls, sanctions, changes in or imposition of trade restrictions, tariffs, import/export regulations, or technology transfer controls, or acts of civil, judicial, or military authorities; and (d) any other cause beyond the reasonable control of Supplier; provided, however, Supplier shall (i) immediately notify the Purchaser in writing when the cause of such excuse occurs, (ii) immediately use its commercially reasonable efforts to resume it performance in full, (iii) continue at all times to perform whenever and to the extent reasonably possible. Supplier shall not be liable for any loss or damage resulting from any failure or delay in performing, or failure to comply with, its obligations under this Supply Agreement to the extent that such failure, delay, or non-compliance results from a Force Majeure Event. During the continuance of a Force Majeure Event, Supplier’s affected obligations hereunder shall be suspended without liability. For the avoidance of doubt, Purchaser’s payment obligations and purchase obligations shall not be excused by any Force Majeure Event or by any event, condition, or circumstance affecting Purchaser, regardless of whether such event would otherwise constitute a Force Majeure Event if it affected Supplier, provided, however, that those obligations shall be excused only to the extent they relate to the Products and quantities that Supplier is excused from supplying as a result of such Force Majeure Event.
8.	[***]	[***]
9.	[***]	[***]
10.	General Provisions	[*] Governing Law and Dispute Resolution: This Supply Agreement shall be governed by and construed in accordance with the laws of the [] without regard to its conflict of laws provisions and as if entirely performed therein. []. Entire Agreement; Modifications**: This Supply Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior agreements, express or implied, written or oral, with respect to the subject matter hereof. This Supply Agreement may be modified, but only by a written agreement executed in the same manner as this Supply Agreement.


Purchaser:		Supplier:

Netlist, Inc.		Samsung Semiconductor, Inc.

By:	/s/ Gail Sasaki	By:	/s/ Sang-jin Oh
	Name: Gail Sasaki		Name: Sang-jin Oh
	Title: Chief Financial Officer		Title: Chief Financial Officer

Date: August 3, 2026		Date: August 4, 2026

SAMSUNG ELECTRONICS CO., LTD.		NETLIST, INC.
By:	/s/ Wonjoo Suh	By:	/s/ Richard Kim
Name:	Wonjoo Suh	Name:	Richard Kim
Title:	Corporate EVP, Head of IP Team	Title:	Vice President of IP Strategy
Date:	August 4, 2026	Date:	August 4, 2026

	COMPANY:

	NETLIST, INC.

	By:	/s/ Gail Sasaki
	Name:	Gail Sasaki
	Title:	Chief Financial Officer
	Date:	August 3, 2026

	INVESTOR:

	SAMSUNG SEMICONDUCTOR, INC.

	By:	/s/ Sang-jin Oh
	Name:	Sang-jin Oh
	Title:	Chief Financial Officer
	Date:	August 4, 2026

Investor Name		Shares			Purchase Price

Samsung Semiconductor, Inc.		10,000,000		$	1,000,000.00


Installment	Scheduled Payment Date	Amount
Initial Installment (40%)	Later of the Effective Date and the date you sign this Letter	$10,000,000
Second Installment (15%)	February 15, 2027	$3,750,000
Third Installment (15%)	May 15, 2027	$3,750,000
Fourth Installment (15%)	August 15, 2027	$3,750,000
Fifth Installment (15%)	November 15, 2027	$3,750,000
Total		$25,000,000


NETLIST, INC.

By:	/s/ Blake Welcher
Name: Blake Welcher
Title: Authorized Signatory


ACCEPTED AND AGREED:

/s/ Chun K. Hong
Chun K. Hong
Date: November 6, 2026

ugust
Date:November 10, 2026	/s/ Chun K. Hong
	Chun K. Hong
	President, Chief Executive Officer and Director


Date:November 10, 2026	/s/ Gail Sasaki
	Gail Sasaki
	Executive Vice President and Chief Financial Officer