# NETLIST INC (NLST) — activist_campaign/cooperation_agreement [announced]
Source: SEC API (secapi.ai) · situation sit_355a60012de2fd77afbc · retrieved 2026-08-12T06:56:06.637Z

## Overview
Netlist is a leading innovator in advanced memory and storage solutions with a rich portfolio of patented technologies foundational to AI computing, including server DIMM and High Bandwidth Memory technologies.

Netlist entered into a strategic alliance with Samsung on August 4, 2026 (effective July 31, 2026) comprising four principal agreements: (1) a Patent Cross License Agreement under which Samsung will pay Netlist an upfront license fee of US$239 million (net of Korean withholding taxes, approximately US$200 million) plus quarterly license fees of up to US$32.9 million per quarter (approximately US$27.5 million net) for twenty quarters through Q2 2031, with amounts calculated per a revenue-based formula; (2) a Settlement and Release Agreement resolving all pending legal proceedings between the parties; (3) a Supply Agreement granting Netlist the right to purchase up to US$300 million of DRAM and NAND products annually (US$1.5 billion aggregate over five years) from Samsung Semiconductor, Inc.; and (4) an ITC Cooperation Agreement under which Samsung will provide information and declarations for Netlist's future ITC actions. In connection with the Supply Agreement, Samsung Semiconductor purchased 10 million shares of Netlist common stock for US$1 million in an unregistered transaction under Section 4(a)(2) of the Securities Act, with 20% of shares released from lock-up on each of the first four anniversaries and the remainder on the fifth anniversary.

## Terms
- Counterparty: Samsung Electronics Co., Ltd. and Samsung Semiconductor, Inc. · Deal value: $239.0M · Consideration: cash

## Key dates
- Announced 2026-08-05 · Expected close 2026-08-11

## Timeline
- 2026-08-05 · 8-K (0001104659-26-090641): 8-K - NETLIST INC — *Netlist is a leading innovator in advanced memory and storage solutions with a rich portfolio of patented technologies foundational to AI computing, including server DIMM and High Bandwidth Memory technologies.* Netlist entered into a strategic alliance with Samsung on August 4, 2026 (effective July 31, 2026) comprising four principal agreements: (1) a Patent Cross License Agreement under which Samsung will pay Netlist an upfront license fee of US$239 million (net of Korean withholding taxes, approximately US$200 million) plus quarterly license fees of up to US$32.9 million per quarter (approximately US$27.5 million net) for twenty quarters through Q2 2031, with amounts calculated per a revenue-based formula; (2) a Settlement and Release Agreement resolving all pending legal proceedings between the parties; (3) a Supply Agreement granting Netlist the right to purchase up to US$300 million of DRAM and NAND products annually (US$1.5 billion aggregate over five years) from Samsung Semiconductor, Inc.; and (4) an ITC Cooperation Agreement under which Samsung will provide information and declarations for Netlist's future ITC actions. In connection with the Supply Agreement, Samsung Semiconductor purchased 10 million shares of Netlist common stock for US$1 million in an unregistered transaction under Section 4(a)(2) of the Securities Act, with 20% of shares released from lock-up on each of the first four anniversaries and the remainder on the fifth anniversary.
  https://www.sec.gov/Archives/edgar/data/1282631/0001104659-26-090641.txt

## Citations
- 0001104659-26-090641 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926090641