Mark Tompkins trims Aeluma (ALMU) stake, falling below 10% holder level

Rhea-AI Filing Summary

Aeluma, Inc. insider Mark N. Tompkins reported two stock sales and is now a former 10% owner. On February 4, 2026, he sold 28,544 common shares at a weighted average price of $14.63, and another 5,956 shares at a weighted average price of $15.12.

Each reported price reflects multiple trades within disclosed ranges of $13.94–$14.91 and $14.94–$15.50. After these transactions, Tompkins beneficially owned 1,790,488 Aeluma common shares directly and no longer qualifies as a 10% beneficial owner.

Insights

Equity ownership & governance analyst

Insider sales reduced Mark N. Tompkins’ stake below the 10% owner threshold.

Mark N. Tompkins executed two open-market sales of Aeluma common stock on February 4, 2026, totaling 34,500 shares. Reported weighted average sale prices were $14.63 and $15.12, each representing multiple trades within specified price ranges.

Following these transactions, Tompkins directly held 1,790,488 shares of Aeluma common stock and is described as a former 10% owner. This changes his regulatory status but leaves him with a sizable position, so the long-term significance depends on future ownership disclosures.

The footnotes confirm that the prices are weighted averages across ranges of $13.94–$14.91 and $14.94–$15.50. Subsequent ownership reports will show whether his stake stabilizes around this level or continues to decline over future reporting periods.

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

X

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^*

Tompkins Mark N.

(Last) (First) (Middle)

APP. 1, VIA GUIDINO 23

(Street)

LUGANO-PARADISO V8 6900

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		S		28,544	D	$14.63(1)	1,796,444	D
Common Stock	02/04/2026		S		5,956	D	$15.12(2)	1,790,488	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

Explanation of Responses:

1. The price reported in Column 4 represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $13.94 to $14.91, inclusive.

2. The price reported in Column 4 represents a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $14.94 to $15.50, inclusive.

Remarks:

The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes above. The reporting person ceased to be a 10% beneficial owner as a result of the reported transactions.

	/s/ Mark N. Tompkins	02/05/2026
	** 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 Mark N. Tompkins report for Aeluma (ALMU)?

Mark N. Tompkins reported selling Aeluma common stock in two transactions on February 4, 2026. He sold 28,544 shares at a weighted average of $14.63 and 5,956 shares at a weighted average of $15.12, based on multiple trades within specified price ranges.

How many Aeluma (ALMU) shares does Mark N. Tompkins own after the reported sales?

After the February 4, 2026 sales, Mark N. Tompkins beneficially owned 1,790,488 Aeluma common shares directly. This figure reflects his remaining stake following the two reported open-market sale transactions totaling 34,500 shares at weighted average prices of $14.63 and $15.12.

At what prices did Mark N. Tompkins sell his Aeluma (ALMU) shares?

Tompkins reported weighted average sale prices of $14.63 and $15.12 for his Aeluma share sales. The first group of trades occurred between $13.94 and $14.91, while the second group occurred between $14.94 and $15.50, as disclosed in the transaction footnotes.

Did Mark N. Tompkins’ status as a 10% Aeluma (ALMU) owner change after these sales?

Yes. The filing states that Mark N. Tompkins ceased to be a 10% beneficial owner as a result of the reported transactions. Even after dropping below that threshold, he continues to hold 1,790,488 Aeluma common shares directly, according to the Form 4 disclosure.

How many Aeluma (ALMU) shares did Mark N. Tompkins sell in total on February 4, 2026?

On February 4, 2026, Tompkins sold a total of 34,500 Aeluma common shares. This included 28,544 shares at a weighted average price of $14.63 and 5,956 shares at a weighted average price of $15.12, with each price representing multiple trades within disclosed ranges.

Are detailed trade prices available for Mark N. Tompkins’ Aeluma (ALMU) share sales?

The Form 4 provides weighted average prices and trade ranges, not each individual trade price. However, Tompkins undertook to provide full information on the number of shares sold at each separate price within the stated ranges to the issuer, its security holders, or SEC staff upon request.