STOCK TITAN

Atomera CTO sells 12,679 shares at up to $4.05

Atomera’s chief technology officer reported Rule 10b5-1 share sales and mandatory sell-to-cover transactions, while retaining an indirect holding through a spouse.

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Atomera Inc (ATOM) reported that its Chief Technology Officer, Robert J. Mears, sold a total of 12,679 shares of common stock on September 1–2, 2026, at prices of $4.05 and $3.87 per share. All reported sales were effected under Rule 10b5-1 trading arrangements, and a portion of the shares was sold solely to cover tax withholding obligations arising from vested restricted stock grants. As of September 1, 2026, 2,666 shares of Atomera common stock were held indirectly through Mears’ spouse.

Positive

  • None.

Negative

  • None.
Insider Mears Robert J
Role Chief Technology Officer
Sold 12,679 shs ($50K)
Type Security Shares Price Value
Sale Common Stock F1 6,312 $3.87 $24K
Sale Common Stock F1 1,000 $4.05 $4K
Sale Common Stock F2 2,192 $4.05 $9K
Sale Common Stock F2 889 $4.05 $4K
Sale Common Stock F2 1,515 $4.05 $6K
Sale Common Stock F2 771 $4.05 $3K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 258,036 shares (Direct); Common Stock — 2,666 shares (Indirect, By Spouse)
Footnotes (2)
  1. F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
  2. F2. 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.
Total shares sold 12,679 shares Common stock sales by the chief technology officer reported for September 1–2, 2026
Sale price on September 2, 2026 $3.87 per share 6,312 shares of Atomera common stock sold on September 2, 2026
Sale price on September 1, 2026 $4.05 per share Multiple sale tranches of common stock on September 1, 2026
Indirect holdings by spouse 2,666 shares Common stock held indirectly through the spouse of Robert J. Mears as of September 1, 2026
Rule 10b5-1 plan status Sales effected pursuant to Rule 10b5-1 trading arrangements Footnotes describing the trading plan and sell-to-cover mechanics
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
sell to cover financial
"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."
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
"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."
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.
tax withholding obligations financial
"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."

FAQ

What insider transactions did ATOM report for Chief Technology Officer Robert J. Mears?

Atomera reported that Chief Technology Officer Robert J. Mears sold 12,679 shares of common stock on September 1–2, 2026, in a series of open market or private transactions under Rule 10b5-1 trading arrangements.

At what prices did the ATOM insider share sales occur?

The reported sales of Atomera common stock by Robert J. Mears occurred at per-share prices of $4.05 on September 1, 2026, and $3.87 on September 2, 2026, according to the Form 4 disclosure.

Were any of the ATOM insider sales made to cover tax withholding?

Yes. Part of the reported 12,679-share total represents shares sold by Robert J. Mears to cover tax withholding obligations related to the vesting of previously reported restricted stock grants, through a mandatory non-discretionary sell-to-cover transaction.

Were the ATOM insider transactions made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states that the sales were effected pursuant to Rule 10b5-1 trading arrangements adopted by Robert J. Mears, including a sell-to-cover transaction made under Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act.

Does the ATOM insider retain any indirect holdings after these transactions?

Yes. As of September 1, 2026, 2,666 shares of Atomera common stock were held indirectly through the spouse of Robert J. Mears, as disclosed in the Form 4 under indirect ownership.

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

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SEC Form 4
FORM 4UNITED 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*
Mears Robert J

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/01/2026S1,000(1)D$4.05269,715D
Common Stock09/01/2026S2,192(2)D$4.05267,523D
Common Stock09/01/2026S889(2)D$4.05266,634D
Common Stock09/01/2026S1,515(2)D$4.05265,119D
Common Stock09/01/2026S771(2)D$4.05264,348D
Common Stock09/02/2026S6,312(1)D$3.87258,036D
Common Stock2,666IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. 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.
By: Mindi Zimmer, as Attorney-in-Fact For: Robert J. Mears09/03/2026
** Signature of Reporting PersonDate
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)