Atomera (ATOM) CFO reports stock awards and tax-related share sales

Rhea-AI Filing Summary

Atomera CFO Laurencio Francis reported multiple stock transactions in Atomera common stock. On March 2, 2026, he sold a total of 4,799 shares at $4.95 per share in open-market transactions.

According to the disclosure, these sales were made solely to cover tax withholding obligations arising from the vesting of previously granted restricted stock, under a mandatory, non-discretionary "sell to cover" arrangement pursuant to Rule 10b5-1(c)(1)(ii)(D)(3). On the same date, he also received several stock awards, including performance stock units and restricted stock units that each represent a right to receive one share of common stock, subject to future performance and time-based vesting conditions extending through March 2029.

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

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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^*

Laurencio Francis

(Last) (First) (Middle)

C/O ATOMERA, INC.

750 UNIVERSITY AVENUE, SUITE 280

(Street)

LOS GATOS CA 95032

(City) (State) (Zip)

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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S		438(1)	D	$4.95	149,820	D
Common Stock	03/02/2026		S		1,115(1)	D	$4.95	148,705	D
Common Stock	03/02/2026		S		967(1)	D	$4.95	147,738	D
Common Stock	03/02/2026		S		2,279(1)	D	$4.95	145,459	D
Common Stock	03/02/2026		A		28,626(2)	A	$0.00	174,085	D
Common Stock	03/02/2026		A		57,252(3)	A	$0.00	231,337	D
Common Stock	03/02/2026		A		28,626(4)	A	$0.00	259,963	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. Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted 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 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act.

2. Each performance stock unit represents a contingent right to receive one share of common stock subject to achieving certain performance criteria. The performance period is January 1, 2026 through December 31, 2027 with vesting on March 1, 2028.

3. Each restricted stock unit represents a contingent right to receive one share of common stock of which 8.33% shall vest each quarter for the next 36 months commencing on June 1, 2026.

4. Each performance stock unit represents a contingent right to receive one share of common stock subject to achieving certain performance criteria. The performance period is January 1, 2026 through December 31, 2028 with vesting on March 1, 2029.

	/s/ Francis Laurencio, by Mindi Zimmer, as Attorney-in-Fact	03/03/2026
	** 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).
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FAQ

What insider transactions did Atomera (ATOM) CFO Laurencio Francis report?

Atomera CFO Laurencio Francis reported several stock transactions. He sold 4,799 shares of common stock at $4.95 per share and received new stock awards, including performance stock units and restricted stock units that vest over future years subject to performance and service conditions.

Why did Atomera CFO Laurencio Francis sell 4,799 ATOM shares?

The 4,799 Atomera shares were sold solely to cover tax withholding obligations. The filing states these sales relate to the vesting of previously reported restricted stock and were executed as mandatory, non-discretionary “sell to cover” transactions under a pre-arranged Rule 10b5-1 trading plan.

At what price were the Atomera (ATOM) shares sold by the CFO?

Laurencio Francis sold 4,799 shares of Atomera common stock at $4.95 per share. These open-market sales were made only to satisfy required tax withholding tied to vesting restricted stock, rather than as discretionary profit-taking transactions in the company’s shares.

What new stock awards did Atomera grant to CFO Laurencio Francis?

Atomera granted Laurencio Francis several equity awards in the form of performance stock units and restricted stock units. Each unit represents a contingent right to one share of common stock, with performance periods running from 2026 through 2028 and vesting dates in March 2028 and March 2029.

How do the new Atomera performance stock units for the CFO vest?

The performance stock units vest only if specified performance criteria are met. One grant covers a performance period from January 1, 2026 through December 31, 2027 with vesting on March 1, 2028, while another covers 2026 through 2028 with vesting on March 1, 2029.

What is the vesting schedule for the new Atomera restricted stock units?

Each restricted stock unit granted to the Atomera CFO represents one share of common stock. The filing states that 8.33% of these units vest each quarter for 36 months, beginning June 1, 2026, creating a three-year, time-based vesting schedule tied to continued service.