Atomera CTO sells 5,453 shares to cover taxes

Atomera Inc Chief Technology Officer Robert J. Mears reported open-market sales of a total of 5,453 shares of common stock on June 1, 2026 at prices between $9.51 and $9.52 per share.

Rhea-AI Filing Summary

Atomera Inc Chief Technology Officer Robert J. Mears reported open-market sales of a total of 5,453 shares of common stock on June 1, 2026 at prices between $9.51 and $9.52 per share.

According to the footnote, these shares were sold under a mandatory, non-discretionary "sell to cover" arrangement to satisfy tax withholding obligations tied to previously reported restricted stock vesting, executed pursuant to Rule 10b5-1(c)(1)(ii)(D)(3). After these transactions, he holds 277,950 shares directly and 2,666 shares indirectly through his spouse.

Insider Trade Summary 10b5-1

Net Seller: 5,453 shares

Net Sell 5 txns

Insider Mears Robert J

Role Chief Technology Officer

Sold 5,453 shs ($52K)

Type	Security	Shares	Price	Value
Sale	Common Stock	783	$9.52	$7K
Sale	Common Stock	2,227	$9.52	$21K
Sale	Common Stock	1,539	$9.52	$15K
Sale	Common Stock	904	$9.51	$9K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 277,950 shares (Direct); Common Stock — 2,666 shares (Indirect, by Spouse)

Footnotes (1)

1. F1. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting ofrestricted stock grants that were previously reported. This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction pursuant to Rule 10b5-l(c)(l)(ii)(D)(3) under the Exchange Act.

Key Figures

Shares sold: 5,453 shares Sale prices: $9.51–$9.52 per share Direct holdings after: 282,620 shares +2 more

5 metrics

Shares sold 5,453 shares Open-market sales on June 1, 2026

Sale prices $9.51–$9.52 per share Prices for reported common stock sales

Direct holdings after 282,620 shares Common stock directly owned after transactions

Indirect holdings after 2,666 shares Common stock held indirectly by spouse

Transaction count 4 sales, 1 holding entry Form 4 transaction summary

Key Terms

restricted stock grants, sell to cover, Rule 10b5-1(c)(1)(ii)(D)(3), mandatory non-discretionary tax withholding obligations

4 terms

restricted stock grants financial

"in connection with the vesting ofrestricted stock grants that were previously reported"

Equity awards that give recipients actual company shares that cannot be sold, transferred, or are forfeitable until certain conditions—like time-based vesting, performance targets, or continued employment—are met. Like a gift card that only becomes usable after hitting milestones, restricted stock grants matter to investors because they affect how many shares may enter the market later, indicate insider ownership and incentives, and influence dilution and management alignment.

sell to cover financial

"This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Rule 10b5-1(c)(1)(ii)(D)(3) regulatory

"pursuant to Rule 10b5-l(c)(l)(ii)(D)(3) under the Exchange Act"

mandatory non-discretionary tax withholding obligations financial

"to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Atomera (ATOM) report for Robert J. Mears?

Atomera reported that CTO Robert J. Mears sold 5,453 shares of common stock. The sales occurred on June 1, 2026, at prices between $9.51 and $9.52 per share, and were linked to tax withholding on vested restricted stock grants.

Why did Atomera CTO Robert J. Mears sell 5,453 ATOM shares?

The sales were executed to cover tax withholding obligations on vested restricted stock. A footnote explains the transactions were mandatory, non-discretionary "sell to cover" trades under Rule 10b5-1(c)(1)(ii)(D)(3), rather than discretionary market-timing sales.

At what prices did Robert J. Mears’ Atomera (ATOM) share sales occur?

The reported Atomera share sales were made around $9.51 to $9.52 per share. Individual transactions included 904 shares at $9.51 and additional blocks of 1,539, 2,227, and 783 shares at $9.52, all on June 1, 2026.

How many Atomera (ATOM) shares does Robert J. Mears hold after these transactions?

After the reported transactions, Robert J. Mears directly holds 282,620 Atomera shares. The filing also shows an additional 2,666 Atomera shares held indirectly through his spouse, reflecting both direct and indirect ownership positions.

Were Robert J. Mears’ Atomera share sales under a Rule 10b5-1 plan?

The filing describes the sales as a "sell to cover" under Rule 10b5-1(c)(1)(ii)(D)(3). This indicates the transactions followed a pre-arranged, mandatory structure to satisfy tax withholding on restricted stock vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 04:02 PM Learn about SEC filing dates

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^*

Mears Robert J

(Last) (First) (Middle)

C/O ATOMERA, INC.

750 UNIVERSITY AVENUE, SUITE 280

(Street)

LOS GATOS CALIFORNIA 95032

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Atomera Inc [ ATOM ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/01/2026		S		783(1)	D	$9.52	282,620	D
Common Stock	06/01/2026		S		2,227(1)	D	$9.52	280,393	D
Common Stock	06/01/2026		S		1,539(1)	D	$9.52	278,854	D
Common Stock	06/01/2026		S		904(1)	D	$9.51	277,950	D
Common Stock								2,666	I	by Spouse

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. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting ofrestricted stock grants that were previously reported. This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction pursuant to Rule 10b5-l(c)(l)(ii)(D)(3) under the Exchange Act.

	By: Mindi Zimmer, as Attorney-in-Fact For: Robert J. Mears	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)