Sec Form 4 Filing - Stringham Brent Michael @ LANTRONIX INC - 2024-12-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stringham Brent Michael 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 Acctg Ofcr, Interim CFO (Last) (First) (Middle) C/O LANTRONIX, INC, 48 DISCOVERY SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2024 (Street) IRVINE, CA92618 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/01/2024 A( 1 ) 312 A $ 0 72,774 D Common Stock 12/01/2024 A( 2 ) 375 A $ 0 73,149 D Common Stock 12/01/2024 A( 3 ) 666 A $ 0 73,815 D Common Stock 12/01/2024 A( 4 ) 550 A $ 0 74,365 D Common Stock 12/01/2024 F( 5 ) 677 D $ 3 73,688 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) 12/01/2024 A 312 ( 1 ) ( 1 ) Common Stock 312 $ 0 938 D Restricted Stock Units ( 2 ) 12/01/2024 A 375 ( 2 ) ( 2 ) Common Stock 375 $ 0 1,500 D Restricted Stock Units ( 3 ) 12/01/2024 A 666 ( 3 ) ( 3 ) Common Stock 666 $ 0 2,001 D Restricted Stock Units ( 4 ) 12/01/2024 A 550 ( 4 ) ( 4 ) Common Stock 550 $ 0 3,851 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stringham Brent Michael C/O LANTRONIX, INC 48 DISCOVERY SUITE 250 IRVINE, CA92618 Chief Acctg Ofcr, Interim CFO Signatures /s/ Brent Stringham 12/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents outstanding restricted stock units ("RSUs") granted on September 13, 2021. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through September 1, 2025. Each RSU represents the right to receive one share of the issuer's common stock. ( 2 )Represents outstanding restricted stock units ("RSUs") granted on January 2, 2022. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through December 1, 2025. Each RSU represents the right to receive one share of the issuer's common stock. ( 3 )Represents outstanding restricted stock units ("RSUs") granted on September 1, 2022. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through September 1, 2025. Each RSU represents the right to receive one share of the issuer's common stock. ( 4 )Represents outstanding restricted stock units ("RSUs") granted on October 3, 2023. The remaining unvested shares subject to the RSUs vest ratably in equal quarterly installments through September 1, 2026. Each RSU represents the right to receive one share of the issuer's common stock. ( 5 )In accordance with the terms of the applicable RSU award agreements, 677 shares of Lantronix, Inc. common stock were withheld at vesting to cover required tax withholding.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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