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Aeluma CEO Amends Form 4 — Immediate RSU Bonus, 150K Shares Sold at $18.85

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Jonathan Klamkin, Chief Executive Officer and a director of Aeluma, Inc. (ALMU), reported an amendment to his Form 4 disclosing stock awards and a sale. On July 1, 2025 he received a bonus consisting of 2,403 restricted stock units (RSUs) and a stock option for 6,253 shares with a $16.37 exercise price that vested immediately. On August 14, 2025 he sold 150,000 shares in multiple transactions at a weighted average price of $18.8487 per share. Following the sale, the filing shows Mr. Klamkin beneficially owns 1,479,398 shares. The amendment clarifies that the sale was executed under a non-10b5-1 trading arrangement and corrects an earlier reference to a 10b5-1 plan.

Positive

  • Board-approved equity bonus granted: 2,403 RSUs and a stock option for 6,253 shares vested immediately
  • Transparent amendment clarifying the sale was not under a Rule 10b5-1 plan and offering to provide detailed sale price breakdowns on request

Negative

  • Insider sale of 150,000 shares on 08/14/2025, reducing beneficial ownership from 1,629,398 to 1,479,398 shares

Insights

TL;DR: CEO received immediate equity bonus then sold 150,000 shares; ownership remains material at ~1.48M shares.

The filing discloses a compensation-related equity award on July 1, 2025 (2,403 RSUs and an immediately vested option for 6,253 shares at $16.37), indicating board-approved bonus compensation. The subsequent sale of 150,000 shares on August 14, 2025 at a weighted average of $18.8487 reduced holdings but left the reporting person with 1,479,398 shares. The amendment removes an incorrect reference to a Rule 10b5-1 plan and states the sale occurred under a non-10b5-1 arrangement. For investors, this is a routine insider compensation and liquidity event rather than a corporate governance or operational disclosure affecting fundamentals.

TL;DR: Correction to filing clarifies trading plan status; immediate vesting of awards and the sale are disclosed transparently.

The amended Form 4 corrects the cover-page box and explains the sale was not pursuant to a 10b5-1 plan but a terminated non-10b5-1 trading arrangement. It also documents board-approved bonus awards that vested immediately. The filing appears compliant and provides offerable follow-up information upon request (sale price breakouts). The disclosure of immediate vesting and the plan status correction are relevant to governance review but do not, by themselves, indicate misconduct or material corporate change.

Insider Klamkin Jonathan
Role Chief Executive Officer
Sold 150,000 shs ($2.83M)
Type Security Shares Price Value
Sale Common Stock 150,000 $18.8487 $2.83M
Other Stock Option 6,253 $16.37 $102K
Other Common Stock 2,403 $16.37 $39K
Holdings After Transaction: Common Stock — 1,479,398 shares (Direct); Stock Option — 326,253 shares (Direct)
Footnotes (1)
  1. Represents shares issuable on settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents the contingent right to receive one share of Common Stock of the Issuer upon vesting of the RSU. The RSUs and the Stock Options were granted to the Reporting Person as a bonus and vested immediately (the "Bonus"). The Bonus was approved by the Issuer's Board of Directors. This amendment is being filed solely to remove and correct the reference to a Rule 10b5-1 trading plan and uncheck the box on the cover page relating to same. The shares were sold pursuant to a "non-10b5-1 trading arrangement," as defined in Item 408(c) of Regulation S-K of the Exchange Act and has been terminated. These shares were sold in multiple transactions at prices ranging from $18.84520 to $18.85230. The price reported above reflects the weighted average sale price. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Klamkin Jonathan
(Last) (First) (Middle)
27 CASTILIAN DRIVE
(Street)
GOLETA CA 93117
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Aeluma, Inc. [ ALMU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/14/2025 		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 07/01/2025 J(2) 2,403(1) A $16.37 1,629,398 D
Common Stock 08/14/2025 S 150,000(3) D $18.8487(4) 1,479,398 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
Stock Option $16.37 07/01/2025 J(2) 6,253 07/01/2025 07/01/2035 Common Stock 6,253 $16.37 326,253 D
Explanation of Responses:
1. Represents shares issuable on settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents the contingent right to receive one share of Common Stock of the Issuer upon vesting of the RSU.
2. The RSUs and the Stock Options were granted to the Reporting Person as a bonus and vested immediately (the "Bonus"). The Bonus was approved by the Issuer's Board of Directors.
3. This amendment is being filed solely to remove and correct the reference to a Rule 10b5-1 trading plan and uncheck the box on the cover page relating to same. The shares were sold pursuant to a "non-10b5-1 trading arrangement," as defined in Item 408(c) of Regulation S-K of the Exchange Act and has been terminated.
4. These shares were sold in multiple transactions at prices ranging from $18.84520 to $18.85230. The price reported above reflects the weighted average sale price. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price.
/s/ Jonathan Klamkin 09/09/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Aeluma (ALMU) CEO Jonathan Klamkin report on Form 4/A?

The CEO reported a July 1, 2025 bonus of 2,403 RSUs and a vested option for 6,253 shares at $16.37, and the sale of 150,000 shares on August 14, 2025 at a weighted average of $18.8487.

How many shares does Jonathan Klamkin beneficially own after the reported transactions?

Following the reported sale, the filing shows Mr. Klamkin beneficially owns 1,479,398 shares.

Were the RSUs and options newly granted or part of a prior plan?

The filing states the RSUs and stock options were granted as a bonus and were approved by the issuer's Board of Directors and vested immediately on July 1, 2025.

Was the August 14, 2025 sale executed under a 10b5-1 trading plan?

No. The amendment removes a reference to a Rule 10b5-1 plan and states the shares were sold pursuant to a non-10b5-1 trading arrangement which has been terminated.

At what prices were the 150,000 shares sold?

The shares were sold in multiple transactions at prices ranging from $18.84520 to $18.85230; the weighted average sale price reported is $18.8487.