SCHEDULE: Major Shareholder Reduces Stake in Lantronix

TL Investment GmbH and Bernhard Bruscha significantly reduce their beneficial ownership in Lantronix Inc. through a series of transfers and a charitable gift.

Summary

• TL Investment GmbH transferred all 5,166,471 shares of Lantronix Common Stock to its sole owner, Bernhard Bruscha, on December 1, 2025.
• On the same date, Mr. Bruscha gifted 3,000,000 shares of Lantronix Common Stock to TL Stiftung, a charitable foundation based in Tuebingen, Germany.
• As a result of these transactions, TL Investment GmbH ceased to have beneficial ownership of any Lantronix shares, down from approximately 13.1% previously.
• Mr. Bruscha's beneficial ownership in Lantronix decreased from 5,347,925 shares (approximately 13.1%) to 2,347,925 shares (approximately 6.0%).
• Manfred Rubin-Schwarz, a former co-managing director of TL Investment, ceased to beneficially own more than 5% of the outstanding Common Stock as of December 31, 2023.
• Mr. Bruscha vested with 25,000 shares of Common Stock on October 7, 2025, pursuant to the Lantronix, Inc. Amended and Restated 2010 Stock Incentive Plan.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to a significant reduction in beneficial ownership by a major shareholder, which could be perceived as a lack of confidence, even if the reasons are personal (charitable gift). However, it's not a direct negative statement about the company's performance.

Positives

• Bernhard Bruscha vested 25,000 shares on October 7, 2025, indicating continued participation in the company's stock incentive plan prior to the significant share transfers.

Negatives

• A significant reduction in beneficial ownership by a major institutional investor (TL Investment GmbH) and a key individual (Bernhard Bruscha) from 13.1% to 0% and 6.0% respectively.
• TL Investment GmbH and Manfred Rubin-Schwarz no longer hold over 5% beneficial ownership, potentially signaling a shift in long-term investor commitment.

Risks

• Potential for market perception of reduced institutional confidence due to the significant reduction in ownership by a long-standing major shareholder.
• Changes in the shareholder base could impact corporate governance dynamics, although Mr. Bruscha resigned from the board in 2021.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company. It primarily reports changes in beneficial ownership by a significant shareholder.

Industry Context

This filing reflects a significant change in the ownership structure of Lantronix Inc. by a long-term institutional and individual investor. While the specific reasons for the transfer and charitable gift are personal to the reporting persons, a reduction in a major shareholder's stake can sometimes be interpreted by the market as a shift in investor sentiment or a strategic portfolio adjustment. It does not directly relate to broader industry trends or competitor actions but rather to internal decisions of a specific shareholder.

Comparison to Industry Standards

• This filing details a change in beneficial ownership by a specific investor group and does not provide financial results or operational metrics that can be directly compared to global benchmarks or specific comparable companies/projects. The event is specific to the reporting persons' investment strategy and personal decisions.

Management Changes

Corporate Governance

Related Party Transactions

• The transfers described are between TL Investment GmbH (whose sole owner is Mr. Bruscha) and Mr. Bruscha, and then from Mr. Bruscha to TL Stiftung. These are related party transactions in the context of the reporting persons, but not necessarily with Lantronix Inc. itself, other than the vesting of shares for Mr. Bruscha.

Stakeholder Impact

• Shareholders: The reduction in a major shareholder's stake could lead to increased share availability in the market and potentially influence trading dynamics. It might also be interpreted as a signal by other investors regarding long-term confidence.
• Company (Lantronix Inc.): While Mr. Bruscha is no longer on the board, a significant reduction in a long-term investor's stake could prompt questions from other investors regarding the company's long-term prospects or strategy.

Next Steps

• The filing does not explicitly mention future actions or milestones for Lantronix Inc. related to these ownership changes. The reporting persons have completed their transfers.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership by a significant shareholder, Bernhard Bruscha, and his entity, TL Investment GmbH, including a substantial charitable gift. While the reduction in stake from 13.1% to 6.0% by a long-term investor could be viewed negatively, the underlying reasons appear to be personal and philanthropic rather than a direct reflection of a negative outlook on Lantronix's fundamentals. Mr. Bruscha also vested 25,000 shares recently, indicating some continued engagement. Without further information on the company's operational performance or strategic direction, a 'hold' recommendation is appropriate, advising investors to monitor future company announcements and market reactions to this ownership change.

Keywords

Lantronix Inc., Lantronix, Lantronix Stock, Schedule 13D, Beneficial Ownership, Share Transfer, TL Investment GmbH, Bernhard Bruscha, TL Stiftung, Charitable Gift, Institutional Investor, Shareholder Stake