Were the Atomera CEO’s share sales under a Rule 10b5-1 arrangement?

Yes. The footnote explains the sales were part of a mandatory “sell to cover” transaction pursuant to Rule 10b5-1(c)(1)(ii)(D)(3). This indicates a pre-arranged, non-discretionary mechanism to cover tax withholding from restricted stock vesting.

Atomera (NASDAQ: ATOM) CEO sells 13,980 shares in tax-related 10b5-1 trades

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Atomera Inc CEO Scott A. Bibaud reported tax-related share sales. On June 1, 2026, he sold a total of 13,980 shares of Atomera common stock in four transactions at $9.52 per share. According to the footnote, these sales were executed solely to cover tax withholding obligations arising from the vesting of previously granted restricted stock, through a mandatory, non-discretionary “sell to cover” arrangement under Rule 10b5-1(c)(1)(ii)(D)(3). After these transactions, he directly holds 695,761 shares of Atomera common stock.

Insider Trade Summary 10b5-1

Net Seller: 13,980 shares ($133,090)

Net Sell 4 txns

Insider BIBAUD SCOTT A.

Role CEO and President

Sold 13,980 shs ($133K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,589	$9.52	$44K
Sale	Common Stock	5,534	$9.52	$53K
Sale	Common Stock	2,020	$9.52	$19K
Sale	Common Stock	1,837	$9.52	$17K

Holdings After Transaction: Common Stock — 705,152 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 13,980 shares Sale price: $9.52 per share Shares held after: 695,761 shares +1 more

4 metrics

Shares sold 13,980 shares Total common shares sold on June 1, 2026

Sale price $9.52 per share Price for each common share sold

Shares held after 695,761 shares Direct Atomera common stock holdings after transactions

Number of sale transactions 4 transactions Open-market coded sales on June 1, 2026

Key Terms

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

5 terms

restricted stock financial

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

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

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

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.

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

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

06/02/2026 - 04:02 PM

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).

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

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		S		4,589⁽¹⁾	D	$9.52	705,152	D
Common Stock	06/01/2026		S		5,534⁽¹⁾	D	$9.52	699,618	D
Common Stock	06/01/2026		S		2,020⁽¹⁾	D	$9.52	697,598	D
Common Stock	06/01/2026		S		1,837⁽¹⁾	D	$9.52	695,761	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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: Scott Bibaud	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Atomera (ATOM) disclose for its CEO?

Atomera disclosed that CEO Scott A. Bibaud sold 13,980 shares of common stock. The shares were sold on June 1, 2026 at $9.52 per share to satisfy tax withholding obligations tied to vesting restricted stock grants.

Why did Atomera CEO Scott Bibaud sell shares according to the Form 4?

The Form 4 states the CEO’s sales were to cover mandatory tax withholding obligations. The shares related to previously reported restricted stock that vested, and the company used a non-discretionary “sell to cover” transaction under Rule 10b5-1(c)(1)(ii)(D)(3).

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

Scott A. Bibaud sold a total of 13,980 Atomera common shares. The Form 4 shows the shares were sold in four separate transactions, each priced at $9.52 per share, specifically to fund required tax withholding obligations.

How many Atomera shares does the CEO hold after the reported transactions?

After the reported tax-related sales, the Form 4 shows Scott A. Bibaud directly owning 695,761 Atomera common shares. This figure reflects his remaining direct holdings following the 13,980 shares sold to satisfy tax withholding obligations.

Do the Atomera CEO’s reported sales indicate an open-market disposal of shares?

The Form 4 codes the transactions as sales, but the footnote clarifies they were executed solely to cover tax withholding. They were part of a mandatory, non-discretionary “sell to cover” process tied to restricted stock vesting, not discretionary open-market selling.