Atomera (ATOM) CTO reports new stock grants and tax-related share sales

Rhea-AI Filing Summary

Atomera Inc Chief Technology Officer Robert J. Mears reported both equity awards and related tax share sales in common stock. On March 2, 2026, he sold 3,979 shares at $4.95 per share in transactions described as mandatory "sell to cover" for tax withholding on vesting restricted stock.

On the same date, he was granted a total of 114,504 shares of common stock at no cost through restricted stock units and performance stock units. One restricted stock unit award vests 8.33% each quarter for 36 months starting June 1, 2026. The performance stock units vest on March 1, 2028 and March 1, 2029, respectively, if performance goals for periods from January 1, 2026 to December 31, 2027 and to December 31, 2028 are achieved. After these transactions, he directly owned 283,403 shares, with an additional 2,666 shares held indirectly by his spouse.

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^*

Mears Robert J

(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)
	Chief Technology Officer

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		426(1)	D	$4.95	172,452	D
Common Stock	03/02/2026		S		863(1)	D	$4.95	171,589	D
Common Stock	03/02/2026		S		995(1)	D	$4.95	170,594	D
Common Stock	03/02/2026		S		1,695(1)	D	$4.95	168,899	D
Common Stock	03/02/2026		A		57,252(2)	A	$0.00	226,151	D
Common Stock	03/02/2026		A		28,626(3)	A	$0.00	254,777	D
Common Stock	03/02/2026		A		28,626(4)	A	$0.00	283,403	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 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 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, 2027 with vesting on March 1, 2028.

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/ by Mindi Zimmer, as Attorney-in-Fact For: Robert J. Mears	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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FAQ

What insider transactions did Atomera (ATOM) report for CTO Robert Mears?

Atomera reported that CTO Robert Mears received equity awards and sold shares to cover taxes. He sold 3,979 common shares at $4.95 and was granted 114,504 restricted and performance stock units, all dated March 2, 2026, under the company’s equity compensation structure.

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

Robert Mears sold 3,979 shares of Atomera common stock at $4.95 per share. A footnote explains these were mandatory “sell to cover” transactions to satisfy tax withholding obligations tied to vesting restricted stock grants previously reported.

What new Atomera (ATOM) equity awards did the CTO receive?

On March 2, 2026, the CTO received 114,504 Atomera common shares via restricted stock and performance stock unit grants at no cost. These equity awards have multi‑year vesting schedules tied to quarterly service-based vesting and performance criteria over specified measurement periods.

What are the vesting terms of the Atomera (ATOM) restricted stock units?

Each restricted stock unit granted to the CTO represents one Atomera share, with 8.33% of the award vesting each quarter for 36 months. Vesting begins June 1, 2026, creating a three-year service-based vesting schedule aligned with continued employment at the company.

How do the Atomera (ATOM) performance stock units vest for the CTO?

Each performance stock unit represents one Atomera share and vests only if performance criteria are met. One tranche measures performance from January 1, 2026 to December 31, 2027 and vests March 1, 2028; another measures through December 31, 2028 and vests March 1, 2029.

What is the CTO’s Atomera (ATOM) share ownership after these transactions?

Following the reported grants and tax-related sales, Robert Mears directly held 283,403 Atomera common shares. An additional 2,666 shares are reported as owned indirectly by his spouse, reflecting both direct and family-related beneficial ownership positions disclosed in the filing.