Atomera CFO sells shares to cover taxes

Atomera Inc CFO Laurencio Francis reported selling 6,610 shares of Common Stock in multiple open-market transactions.

Rhea-AI Filing Summary

Atomera Inc CFO Laurencio Francis reported selling 6,610 shares of Common Stock in multiple open-market transactions. According to the footnote, these sales were executed solely to cover tax withholding obligations arising from the vesting of previously reported restricted stock grants. The transactions were conducted as mandatory, non-discretionary “sell to cover” trades under Rule 10b5-1(c)(1)(ii)(D)(3) of the Exchange Act, meaning they were pre-arranged for tax purposes rather than discretionary portfolio sales.

Insider Trade Summary 10b5-1

Net Seller: 6,610 shares

Net Sell 4 txns

Insider Laurencio Francis

Role CFO

Sold 6,610 shs ($63K)

Type	Security	Shares	Price	Value
Sale	Common Stock	899	$9.51	$9K
Sale	Common Stock	2,555	$9.52	$24K
Sale	Common Stock	2,119	$9.52	$20K
Sale	Common Stock	1,037	$9.51	$10K

Holdings After Transaction: Common Stock — 253,353 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold for tax withholding: 6,610 shares Trade 1 size and price: 1,037 shares at $9.51 Trade 2 size and price: 2,119 shares at $9.52 +2 more

5 metrics

Shares sold for tax withholding 6,610 shares Total Common Stock sold to cover tax on vesting

Trade 1 size and price 1,037 shares at $9.51 Open-market sale of Common Stock

Trade 2 size and price 2,119 shares at $9.52 Open-market sale of Common Stock

Trade 3 size and price 2,555 shares at $9.52 Open-market sale of Common Stock

Trade 4 size and price 899 shares at $9.51 Open-market sale of Common Stock

Key Terms

sell to cover, restricted stock grants, Rule 10b5-1(c)(1)(ii)(D)(3), tax withholding obligations

4 terms

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.

restricted stock grants financial

"in connection with the vesting ofrestricted stock grants that were previously reported"

Equity awards that give recipients actual company shares that cannot be sold, transferred, or are forfeitable until certain conditions—like time-based vesting, performance targets, or continued employment—are met. Like a gift card that only becomes usable after hitting milestones, restricted stock grants matter to investors because they affect how many shares may enter the market later, indicate insider ownership and incentives, and influence dilution and management alignment.

Rule 10b5-1(c)(1)(ii)(D)(3) regulatory

"pursuant to Rule 10b5-l(c)(l)(ii)(D)(3) under the Exchange Act"

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Atomera (ATOM) CFO Laurencio Francis report in this Form 4?

Atomera CFO Laurencio Francis reported selling 6,610 shares of Common Stock. The filing explains these sales were tied to tax withholding obligations from the vesting of restricted stock grants, rather than discretionary share sales for portfolio reasons.

Why did the Atomera (ATOM) CFO sell 6,610 shares of stock?

The CFO sold 6,610 shares to cover tax withholding obligations related to vesting restricted stock. The filing notes the sales were mandatory, non-discretionary “sell to cover” transactions, executed specifically to satisfy tax requirements rather than for independent investment decisions.

At what prices did the Atomera (ATOM) CFO’s tax-related share sales occur?

The reported sales occurred at prices of $9.51 and $9.52 per share. Individual transactions included 1,037 and 899 shares at $9.51, and 2,119 and 2,555 shares at $9.52, all designated as open-market sales for tax withholding.

Were the Atomera (ATOM) CFO’s share sales under a Rule 10b5-1 plan?

Yes. The footnote states the sales were part of a “sell to cover” transaction under Rule 10b5-1(c)(1)(ii)(D)(3). This indicates the trades were pre-arranged and mandatory for tax withholding, reducing their significance as discretionary market-timing decisions.

Do the Atomera (ATOM) CFO’s reported transactions involve derivative securities or options?

No derivative transactions are shown in this filing. All reported trades involve Common Stock only, and the derivative position summary is empty, indicating no options, warrants, or other derivative securities were transacted in this Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 04:02 PM Learn about SEC filing dates

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

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^*

Laurencio Francis

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		S		899(1)	D	$9.51	259,064	D
Common Stock	06/01/2026		S		2,555(1)	D	$9.52	256,509	D
Common Stock	06/01/2026		S		2,119(1)	D	$9.52	254,390	D
Common Stock	06/01/2026		S		1,037(1)	D	$9.51	253,353	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 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: Francis Laurencio	06/02/2026
	** 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).
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)