Atomera (ATOM) CEO granted stock and performance units, sells shares for tax

Rhea-AI Filing Summary

Atomera Inc CEO and President Scott A. Bibaud reported a mix of equity awards and tax-related share sales. On March 2, 2026, he received several stock and performance-based stock unit grants at no cost, which will vest over multi‑year periods tied to performance and service. The same day, he sold 10,075 shares of common stock at $4.95 per share in open-market transactions to cover tax withholding obligations from previously vested restricted stock. After these transactions, his directly held common stock position was 709,741 shares.

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^*

BIBAUD SCOTT A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

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		A		62,022(1)	A	$0.00	533,750	D
Common Stock	03/02/2026		A		124,044(2)	A	$0.00	657,794	D
Common Stock	03/02/2026		A		62,022(3)	A	$0.00	719,816	D
Common Stock	03/02/2026		S		1,976(4)	D	$4.95	717,840	D
Common Stock	03/02/2026		S		4,935(4)	D	$4.95	712,905	D
Common Stock	03/02/2026		S		991(4)	D	$4.95	711,914	D
Common Stock	03/02/2026		S		2,173(4)	D	$4.95	709,741	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. 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.

2. 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.

3. 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.

4. 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.

	/s/ by Mindi Zimmer, as Attorney-in-Fact For: Scott Bibaud	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 did Atomera (ATOM) CEO Scott Bibaud report in this Form 4?

Scott Bibaud reported new stock and performance-based unit awards plus tax-related share sales. He received multiple equity grants at no cost and sold shares to satisfy withholding taxes tied to earlier restricted stock vesting.

How many Atomera (ATOM) shares did the CEO sell and at what price?

Scott Bibaud sold 10,075 Atomera common shares at a price of $4.95 per share. According to the disclosure, these open-market sales were executed solely to cover mandatory tax withholding obligations from prior restricted stock vesting.

Why were Atomera (ATOM) shares sold by the CEO in this filing?

The filing states the CEO’s share sales were to cover tax withholding obligations. The transactions were described as mandatory “sell to cover” trades under Rule 10b5‑1 related to previously reported restricted stock grants that had vested.

What kind of equity awards did Atomera (ATOM) grant to its CEO?

The CEO received restricted stock units and performance stock units, each representing a right to one Atomera common share. Performance units vest based on criteria over periods from January 1, 2026 through December 31, 2027 or 2028, with vesting dates in 2028 and 2029.

When do the new Atomera (ATOM) performance stock units vest?

One performance stock unit grant covers January 1, 2026 to December 31, 2027 and vests on March 1, 2028. A second grant covers January 1, 2026 to December 31, 2028 and vests on March 1, 2029, subject to performance criteria.

How do Atomera (ATOM) restricted stock units granted to the CEO vest?

Each restricted stock unit equals one Atomera common share and vests over three years. The disclosure states 8.33% of the units vest each quarter for 36 months, beginning June 1, 2026, contingent on continued service.

How many Atomera (ATOM) shares does the CEO hold after these transactions?

After the reported awards and tax-related sales, Scott Bibaud directly holds 709,741 Atomera common shares. This figure reflects his updated ownership position immediately following the March 2, 2026 transactions described in the Form 4.