Note 9—Benefit Plans

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Equity Incentive Plan

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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 December 27, 2025, we had 26,500 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. We also periodically grant equity-based awards outside the 2025 Plan to certain new hires as an inducement to enter into employment with us.

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Stock Options

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Stock options granted under the 2025 Plan generally vest at a rate of at least 25% per year over four years and expire 10 years from the date of grant. The following table summarizes the activity related to stock options during fiscal year 2025:

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The total intrinsic value of stock options exercised during fiscal year 2025 was immaterial. The total intrinsic value of stock options exercised during fiscal year 2024 was $0.2 million.

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Restricted Stock Units

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RSUs granted for employees, consultants, and independent directors generally vest annually from the grant date over a four-year term. The following table summarizes the activity related to RSUs during fiscal year 2025:

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Stock-Based Compensation

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The following table summarizes the stock-based compensation expense by line item in the consolidated statements of operations (in thousands):

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As of December 27, 2025, we had approximately $4.8 million, net of estimated forfeitures, of unearned stock-based compensation, which we expect to recognize over a weighted-average period of approximately 2.3 years.

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401(k) Plan

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We have a defined contribution plan under Section 401(k) of the Code (“401(k)”) covering full-time domestic employees who meet certain eligibility requirements. Under the 401(k) plan, eligible employees may contribute up to 100% of their eligible compensation on either a pre-tax or after-tax Roth 401(k) basis, or up to the annual maximum allowed by the IRS. We may make matching contributions on the contributions of a participant on a discretionary basis. During fiscal years 2025 and 2024, our matching contributions totaled $0.1 million and $0.1 million, respectively.