FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hoff Kurt W

(Last) (First) (Middle)
48 DISCOVERY
SUITE 250

(Street)
IRVINE CA 92618

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LANTRONIX INC [ LTRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/01/2026   M (1)   3,468 A $ 0 67,566 D  
Common Stock 09/01/2026   M (2)   7,118 A $ 0 74,684 D  
Common Stock 09/01/2026   M (3)   5,200 A $ 0 79,884 D  
Common Stock 09/01/2026   F (4)   7,197 D $ 5.15 72,687 D  
Common Stock 09/01/2026   M (5)   15,335 A $ 0 88,022 D  
Common Stock 09/01/2026   F (6)   6,992 D $ 5.15 81,030 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 09/01/2026   M     3,468   (1)   (1) Common Stock 3,468 $ 0 10,407 D  
Restricted Stock Units (2) 09/01/2026   M     7,118   (2)   (2) Common Stock 7,118 $ 0 49,825 D  
Restricted Stock Units (3) 09/01/2026   M     5,200   (3)   (3) Common Stock 5,200 $ 0 10,403 D  
Restricted Stock Units (5) 09/01/2026   M     15,335   (5)   (5) Common Stock 15,335 $ 0 21,469 D  
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted on July 1, 2024. The RSUs shall vest such that one-third (1/3) of the shares vest on July 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on September 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2027.
2. Represents RSUs granted on July 11, 2025. The RSUs shall vest such that one-third (1/3) of the shares vest on July 11, 2026 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on September 1, 2026, such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2028.
3. Represents RSUs granted on March 5, 2024. The RSUs shall vest such that one-third (1/3) of the shares vest on March 1, 2025 and the remaining two-thirds (2/3) of the total number of shares vest quarterly thereafter beginning on June 1, 2025, such that one hundred percent (100%) of the RSUs will be fully vested on March 1, 2027.
4. In accordance with the terms of the RSU Agreement, 7,197 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
5. On July 11, 2025, the reporting person was granted RSUs with performance-based vesting requirements. The number of RSUs that were eligible to vest based on certain earnings per share targets and revenue targets for fiscal 2026 shall vest such that 15,335 shares vest on September 1, 2026 and the remaining 21,469 shares vest quarterly thereafter beginning December 1, 2026 such that one hundred percent (100%) of the RSUs will be fully vested on June 1, 2028.
6. In accordance with the terms of the applicable RSUs with performance-based vesting requirements award agreements, 6,992 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.
/s/ Brent Stringham, Attorney-in-fact for Kurt Hoff 09/03/2026
** Signature of Reporting Person Date
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