UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 1, 2026

NETLIST, INC.

(Exact name of registrant as specified in its charter)

111 Academy, Suite 100

Irvine, California 92617

(Address of principal executive offices)

(949) 435-0025

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

# Management contract or compensatory plan or arrangement.

SIGNATURE

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 hereunto duly authorized.