Netlist, Inc.

Item 1.01. Entry into Material Definitive Agreement. Settlement Agreement On October 5, 2026, Netlist, Inc. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement Agreement”) with Micron Technology, Inc, a Delaware Corporation (“Micron”), which settles and mutually releases all pending legal proceedings between the Company and Micron identified therein. Patent License Agreement On October 5, 2026, the Company entered into a Patent License Agreement (the “License Agreement”) with Micron. Pursuant to the License Agreement, the Company grants Micron a worldwide, non-exclusive, non-transferable, non-sublicensable five-year term license to the Company’s entire worldwide patent portfolio. Payments by Micron to Company Under the License Agreement, Micron will pay the Company quarterly license fees of $30 million for each of the twenty calendar quarters from the fourth calendar quarter of 2026 through the third calendar quarter of 2031, for a total value of $600 million during the five-year term of the License Agreement. Securities Purchase and Lock-up and Release Agreements On October 5, 2026, the Company entered into a Securities Purchase Agreement and a Lock-Up and Release Agreement with Micron. Pursuant to the Securities Purchase Agreement, Micron purchased 10 million shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for an aggregate cash purchase price of $1 million. Pursuant to the Lock-up and Release Agreement, twenty percent of the Shares will be released from the disposition and transfer restrictions set forth therein on each of the first, second, third and fourth anniversaries of the issuance of the Shares, with the remaining Shares released on the fifth anniversary. The issuance of the Shares to Micron will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Company and Micron have agreed that the issuance of the Shares will be accomplished in reliance upon Section 4(a)(2) of the Securities Act. The closing of the transactions contemplated by the Securities Purchase Agreement will occur on or before October 6, 2026.

Item 3.02. Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Current Report on Form 8-K, the disclosures in Item 1.01 of this Current Report on Form 8-K under the headings “Securities Purchase and Lock-Up and Release Agreements” are hereby incorporated by reference.

Item 8.01. Other Events. Press Release On October 6, 2026, the Company issued a press release announcing its entry into the Settlement Agreement, the License Agreement, and the Securities Purchase Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.