Applied Energetics (AERG) CEO share sale and large option holdings

Rhea-AI Filing Summary

Applied Energetics, Inc. insider activity: President, CEO and director Christopher Wayne Donaghey reported selling 10,000 shares of common stock on January 26, 2026 at a weighted average price of $1.65, from trades executed between $1.6668 and $1.70. Following this sale, he directly beneficially owns 133,592 common shares.

He also holds significant equity incentives, including 1,000,000 incentive stock options at an exercise price of $0.78 that vest upon achieving specified revenue milestones, another 1,000,000 incentive stock options at $2.36 vesting annually through July 12, 2027, 150,000 non-statutory options at $0.35, 200,000 options at $0.61, and 100,000 restricted stock units vesting in equal annual installments starting July 12, 2023.

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
Estimated average burden
hours per response:			0.5

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

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
01/26/2026

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	01/26/2026		S		10,000	D	$1.65(1)	133,592	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
Incentive Stock Options	$2.36							(3)	07/13/2032	Common Stock, par value $.001 per share	1,000,000		1,000,000	D
Non-Statutory Stock Options	$0.35							(4)	04/29/2029	Common Stock, par value $.001 per share	150,000		150,000	D
Options	$0.61							(5)	04/29/2029	Common Stock, par value $0.001	200,000		200,000	D
Restricted Stock Units	(6)							(6)	(6)	Common Stock, par value $0.001 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 $1.6668 to $1.70, on January 21, 2026. 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. These 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 vest over four years, in equal annual installments of 250,000 shares, commencing on July 12, 2023, having currently vested as to 750,000 shares..

4. 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.

5. 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.

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

Remarks:

	/s/ Christopher Donaghey	01/28/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did AERG President & CEO report on January 26, 2026?

Applied Energetics President & CEO Christopher Wayne Donaghey reported selling 10,000 common shares on January 26, 2026 at a weighted average price of $1.65. The trades occurred between $1.6668 and $1.70 and left him with 133,592 directly owned common shares.

How many Applied Energetics (AERG) shares does the CEO own after this Form 4?

After the reported sale, Christopher Wayne Donaghey beneficially owns 133,592 Applied Energetics common shares directly. This ownership figure is separate from his derivative equity awards, which include stock options and restricted stock units tied to service and performance conditions.

What stock options does the AERG CEO hold according to this Form 4?

Christopher Wayne Donaghey holds 1,000,000 incentive stock options at $0.78, 1,000,000 incentive stock options at $2.36, 150,000 non-statutory options at $0.35, and 200,000 options at $0.61. These options provide potential future share acquisition at fixed exercise prices.

How are the AERG CEO’s $0.78 incentive stock options structured?

The 1,000,000 incentive stock options at a $0.78 exercise price vest upon revenue milestones: 170,000 shares at $10 million gross revenue, 330,000 shares at $25 million, and 500,000 shares at $50 million. They were granted for services under the 2018 Incentive Stock Plan.

What is the vesting schedule for the AERG CEO’s $2.36 stock options?

The 1,000,000 incentive stock options with a $2.36 exercise price vest over four years in equal annual installments of 250,000 shares, starting July 12, 2023. As of this filing, 750,000 shares have vested, with the options expiring on July 13, 2032 if unexercised.

What restricted stock units (RSUs) does the Applied Energetics CEO hold?

Christopher Wayne Donaghey holds 100,000 restricted stock units tied to Applied Energetics common stock. These RSUs vest in equal annual installments of 100,000 shares beginning July 12, 2023 and have no expiration date or exercise price, representing potential future share delivery.