ALMU: Klamkin Receives Options and RSUs, Executes 10b5-1 Sale

Rhea-AI Filing Summary

Jonathan Klamkin, Aeluma, Inc. CEO and director, reported option and restricted stock unit awards and a planned sale of common stock. The report shows a bonus grant of 6,253 stock options exercisable at $16.37 and 2,403 restricted stock units (RSUs) that vested immediately, each RSU converting into one share on settlement. Following those awards, the reporting person sold 150,000 shares under a Rule 10b5-1 trading plan at a weighted average price of $18.8487 per share. Beneficial ownership decreased from 1,629,398 shares to 1,479,398 shares after the sale.

Positive

• Board-approved equity bonus (6,253 options and 2,403 RSUs) aligns executive compensation with shareholder interests
• Sale executed under a Rule 10b5-1 plan, providing an affirmative defense and reducing regulatory risk

Negative

• Beneficial ownership decreased by 150,000 shares, reducing the reporting person's stake from 1,629,398 to 1,479,398 shares
• Immediate vesting of awards may increase near-term potential dilution and could be seen as significant executive compensation

Insights

Financial Analyst

TL;DR: Executive received immediate equity awards while executing a pre-established sale plan; overall ownership fell by 150,000 shares.

The immediate vesting of 6,253 options and 2,403 RSUs represents a compensation event that increases potential future dilution but also aligns management pay with shareholder outcomes because awards are equity-based. The 150,000-share sale was conducted pursuant to a Rule 10b5-1 plan and executed at a weighted average price of $18.8487, which reduces the reporting person's current share count to 1,479,398. These actions are routine for executive compensation and liquidity management and do not by themselves indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: Board-approved bonus vested immediately; sale followed a 10b5-1 plan—governance appears to follow accepted procedures.

The disclosure notes the bonus (board-approved) and immediate vesting of equity awards, which should be documented in compensation minutes. The sale was executed under a previously adopted 10b5-1 trading plan (May 14, 2025), providing an affirmative defense to insider trading claims. From a governance perspective, the form properly reports the awards and the planned sale, consistent with transparency and established insider trading controls.

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^*

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)

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. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 14, 2025.

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	08/14/2025
	** 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.

FAQ

What equity awards did Aeluma (ALMU) CEO Jonathan Klamkin receive?

The CEO received 6,253 stock options exercisable at $16.37 and 2,403 restricted stock units (RSUs), which vested immediately and convert one-for-one into shares on settlement.

How many shares did Jonathan Klamkin sell and at what price?

He sold 150,000 shares under a Rule 10b5-1 trading plan at a weighted average price of $18.8487 per share (sales ranged $18.84520–$18.85230).

How did the transactions change Klamkin's beneficial ownership in ALMU?

Beneficial ownership decreased from 1,629,398 shares to 1,479,398 shares following the reported sale.

Were the equity awards and sale approved or planned?

The equity awards were approved by the issuer’s Board as a bonus and vested immediately; the sale was made pursuant to a 10b5-1 trading plan adopted May 14, 2025.

Does the Form 4 indicate any irregularities or compliance issues?

No. The Form 4 discloses the board-approved bonus, immediate vesting, and a sale executed under a documented 10b5-1 plan, consistent with standard disclosure practices.