Netlist 2025年度报告

FORM 10-K (Mark One)⌧ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year ended December 27, 2025or◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from _____ to _____Commission file number 001-33170 NETLIST,INC.(Exact name of registrant as specified in its charter) 95-4812784(I.R.S. employer Identification No.) 111 Academy, Suite 100Irvine, California(Address of principal executive offices) 92617(Zip Code) (949)435-0025(Registrant’s telephone number, including area code)Securities registered pursuant to Section12(b) of the Act:NoneSecurities registered pursuant to Section12(g) of the Act:Common Stock, par value$0.001 per share(Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of theSecurities Act.Yes◻No⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter periodthat the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during thepreceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. Accelerated filer◻ Large accelerated filer◻ Smaller reporting company⌧ Non-accelerated filer⌧ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).◻ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theAct).Yes◻No⌧ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates ofthe registrant as of June 27, 2025, the last business day of the registrant’s most recently completed secondfiscal quarter, was approximately $189.2 million. As of March 13, 2026, the registrant had 316,515,344 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Netlist, Inc. and Subsidiaries Form 10-KFor the Fiscal Year Ended December 27, 2025TABLE OF CONTENTS PagePART IItem1Business4Item1ARisk Factors10Item1BUnresolved Staff Comments37Item 1CCybersecurity37Item2Properties39Item3Legal Proceedings40Item4Mine Safety Disclosures40PART IIItem5Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities41Item6[Reserved]42Item7Management’s Discussion and Analysis of Financial Condition and Resultsof Operations43Item7AQuantitative and Qualitative Disclosures About Market Risk51Item8Financial Statements and Supplementary Data52Item9Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure88Item9AControls and Procedures88Item 9BOther Information89Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections89PART IIIItem10Directors, Executive Officers and Corporate Governance90Item11Executive Compensation93Item12Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters99Item13Certain Relationships and Related Transactions, and DirectorIndependence101Item14Principal Accountant Fees and Services102PART IVItem15Exhibits and Financial Statement Schedules103Item16Form 10-K S