Atomera (ATOM) CEO granted new performance-based stock options

Rhea-AI Filing Summary

Atomera Inc CEO and President Scott A. Bibaud received three performance stock option grants covering a total of 341,840 shares of common stock at an exercise price of $5.10 per share. These options expire on March 11, 2036.

The awards vest only if both time- and performance-based conditions are met. For each grant, 25% is scheduled to vest on March 1, 2027, with the remaining 75% vesting in 12 equal quarterly installments thereafter, but only if the company’s average volume-weighted share price over any 30 consecutive trading days within five years from grant is at least $20.00, $12.50, or $7.50, depending on the specific tranche.

If the relevant stock price threshold for a tranche is not reached within five years from the grant date, none of the options in that tranche will vest and they will terminate at the end of that five-year period. These are compensation-related grants rather than open-market purchases.

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

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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).

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)
03/11/2026

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

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
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	170,920		(1)	03/11/2036	Common Stock	170,920	$0.00	170,920	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	85,460		(2)	03/11/2036	Common Stock	85,460	$0.00	85,460	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	85,460		(3)	03/11/2036	Common Stock	85,460	$0.00	85,460	D

Explanation of Responses:

1. Performance-based grant with vesting based on both Company stock price performance and time. The first 25% vests on March 1, 2027, with the balance vesting in 12 equal quarterly installments thereafter, but only if the average volume-weighted price over any 30 consecutive trading days during the five-year period from the date of grant equals or exceeds $20.00. In the event the $20.00 price threshold is not met within five years from the date of grant, no options will vest and all options will terminate at the end of the five year period.

2. Performance-based grant with vesting based on both Company stock price performance and time. The first 25% vests on March 1, 2027, with the balance vesting in 12 equal quarterly installments thereafter, but only if the average volume-weighted price over any 30 consecutive trading days during the five-year period from the date of grant equals or exceeds $12.50. In the event the $12.50 price threshold is not met within five years from the date of grant, no options will vest and all options will terminate at the end of the five year period.

3. Performance-based grant with vesting based on both Company stock price performance and time. The first 25% vests on March 1, 2027, with the balance vesting in 12 equal quarterly installments thereafter, but only if the average volume-weighted price over any 30 consecutive trading days during the five-year period from the date of grant equals or exceeds $7.50. In the event the $7.50 price threshold is not met within five years from the date of grant, no options will vest and all options will terminate at the end of the five year period.

	By: Mindi Zimmer, as Attorney-in-Fact For: Scott Bibaud	03/13/2026
	** 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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FAQ

What did Atomera (ATOM) disclose about CEO Scott Bibaud’s latest equity compensation?

Atomera granted CEO Scott A. Bibaud performance stock options for 341,840 shares at an exercise price of $5.10. These options are compensation awards, not open-market purchases, and vest only if strict share-price and time conditions are satisfied over several years.

How do the new performance stock options for Atomera’s CEO vest?

Each option grant vests 25% on March 1, 2027, with the remaining 75% vesting in 12 equal quarterly installments. Vesting occurs only if specified stock price hurdles are met, combining service time and market performance requirements for the CEO to receive the shares.

What stock price performance is required for Atomera CEO options to vest?

The options vest only if Atomera’s average volume-weighted share price over any 30 consecutive trading days within five years reaches $20.00, $12.50, or $7.50, depending on the tranche. If a tranche’s threshold is not met in five years, that entire grant is forfeited.

When do the newly granted Atomera CEO performance options expire?

All three performance stock option grants to Atomera’s CEO carry an expiration date of March 11, 2036. However, the options must first vest through meeting both time and stock price conditions; unvested options after five years are terminated and cannot be exercised.

Are Atomera CEO Scott Bibaud’s new options an insider stock purchase?

No. The filing describes these as performance stock option grants with a transaction code indicating a grant or award. They are part of executive compensation, not open-market purchases, and will only deliver value if vesting and stock price performance conditions are satisfied.