AERG Insider Sale: Donaghey Sells 10,000 Shares; Holds 2.35M Options and 100k RSUs

Rhea-AI Filing Summary

Christopher W. Donaghey, President & CEO and Director of Applied Energetics, Inc. (AERG), reported a sale of 10,000 shares of common stock on 09/25/2025 at a weighted average price of $2.00 per share (trades ranged $1.95–$2.05), leaving him with 173,592 shares beneficially owned. The filing discloses substantial derivative holdings: 1,000,000 incentive stock options at $0.78 (subject to revenue-based vesting milestones), 1,000,000 incentive options at $2.36 (vesting over four years, 750,000 vested), 200,000 non-statutory options at $0.61, 150,000 non-statutory options at $0.35 (vested by schedule), and 100,000 restricted stock units vesting annually starting July 12, 2023.

Positive

• Retention of significant equity incentives: reporting person holds large option grants (totaling 2,350,000 options) and 100,000 RSUs indicating alignment with shareholder interests
• Performance alignment: 1,000,000 incentive options include revenue-based vesting milestones, tying compensation to company revenue goals

Negative

• Insider disposition: sale of 10,000 common shares on 09/25/2025 at a weighted average price of approximately $2.00 reduced direct holdings to 173,592 shares

Insights

Corporate Governance Expert

TL;DR: Insider sale disclosed; officer retains significant option and RSU holdings with milestone and time-based vesting.

The Form 4 documents a routine disposition of 10,000 common shares by the CEO/Director at market prices on 09/25/2025. While the sale reduces his direct common stock holdings to 173,592 shares, the reporting person continues to hold substantial equity-linked compensation across multiple option grants totaling 2,350,000 option shares and 100,000 RSUs. Several grants include performance-based vesting tied to revenue milestones, which may align executive incentives with company growth targets.

Securities/Compensation Analyst

TL;DR: Transaction is a disclosed insider sale; material compensation detail shows mix of time- and performance-vested awards.

The filing provides clear exercise prices and vesting terms: incentive options at $0.78 carry revenue-triggered vesting across tranches; a $2.36 grant vests over four years with 750,000 currently vested; other NSOs have completed or scheduled vesting. The RSUs have annual vesting and no expiration. These details are relevant for modeling potential future dilution and executive retention cost but contain no forward-looking projections in this filing.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Donaghey Christopher Wayne

(Last) (First) (Middle)

C/O APPLIED ENERGETICS, INC.

9070 S. RITA ROAD, SUITE 1500

(Street)

TUCSON AZ 85747

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED ENERGETICS, INC. [ AERG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO/Principal AO

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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, par value $0.001 per share	09/25/2025		S		10,000	D	$2(1)	173,592	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
Incentive Stock Options	$0.78							(2)	(2)	Common Stock, par value $.001 per share	1,000,000		1,000,000	D
Non-Statutory Stock Options	$0.35							(3)	04/29/2029	Common Stock, par value $.001 per share	150,000		150,000	D
Non-Statutory Stock Options	$0.61							(4)	05/12/2031	Common Stock, par value $.001 per share	200,000		200,000	D
Incentive Stock Options	$2.36							(5)	07/13/2032	Common Stock, par value $.001 per share	1,000,000		1,000,000	D
Restricted Stock Units	(5)							(6)	(6)	Common Stock, par value $.001 per share	100,000		100,000	D

Explanation of Responses:

1. Sale price reflects the weighted average price of multiple trades executed at prices ranging from $1.95 to $2.05, on September 25, 2025. The reporting person undertakes to provide to the SEC staff, upon request, full information regarding the number of shares and prices at which the transaction was effected.

2. The options vest upon the achievement of specified revenue milestones as follows: with respect to 170,000 Shares, upon achievement of gross revenues of $10 million; with respect to an additional 330,000 Shares, upon achievement of gross revenues of $25 million; and with respect to the remaining 500,000 Shares, upon achievement of gross revenues of $50 million. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan and expire ten years from the date of grant.

3. These options vested in instalments of 37,500 shares on each of 9/29/2019, 4/29/2020, 9/29/2020 and 4/29/2021. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan.

4. These options vested on May 12, 2022. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan.

5. These options vest over four years, in equal annual instalments of 250,000 shares, commencing on July 12, 2023, having currently vested as to 750,000 shares. They were issued in exchange for services pursuant to an Incentive Stock Option Agreement under the 2018 Incentive Stock Plan.

6. These RSUs vest in equal annual instalments of 100,000 shares, commencing on July 12, 2023 and have no expiration date or exercise price.

	/s/ Christopher Donaghey	09/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AERG CEO Christopher Donaghey report?

He reported a sale of 10,000 common shares on 09/25/2025 executed at a weighted average price of approximately $2.00 per share (trades ranged $1.95–$2.05).

How many AERG shares does Christopher Donaghey beneficially own after the reported sale?

Following the sale, he beneficially owns 173,592 shares of AERG common stock.

What stock options and RSUs does the AERG insider hold according to the Form 4?

The filing lists 1,000,000 incentive options at $0.78 (performance-vested), 1,000,000 incentive options at $2.36 (750,000 vested), 200,000 NSOs at $0.61, 150,000 NSOs at $0.35, and 100,000 RSUs.

Are any option grants tied to performance milestones?

Yes. The $0.78 incentive options vest in tranches tied to gross revenue milestones: 170,000 shares at $10 million, 330,000 shares at $25 million, and 500,000 shares at $50 million.

Do the RSUs or options have expiration or exercise conditions?

The RSUs have no expiration date and vest in equal annual instalments of 100,000 shares beginning July 12, 2023; option expirations vary by grant, with the $0.78 incentive options expiring ten years from grant and other expirations specified per grant in the filing.