STOCK TITAN

Atomera (NASDAQ: ATOM) CTO sells 5,453 shares in tax withholding trades

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

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 282,620 shares directly and 2,666 shares indirectly through his spouse.

Positive

  • None.

Negative

  • None.
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 — 282,620 shares (Direct, null); Common Stock — 2,666 shares (Indirect, by Spouse)
Footnotes (1)
  1. [object Object]
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
restricted stock grants financial
"in connection with the vesting ofrestricted stock grants that were previously reported"
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"
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SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026S783(1)D$9.52282,620D
Common Stock06/01/2026S2,227(1)D$9.52280,393D
Common Stock06/01/2026S1,539(1)D$9.52278,854D
Common Stock06/01/2026S904(1)D$9.51277,950D
Common Stock2,666Iby 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Mears06/02/2026
** Signature of Reporting PersonDate
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)

FAQ

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.