[Form 4] Atomera Inc Insider Trading Activity

Rhea-AI Filing Summary

Atomera Inc reported that Chief Technology Officer Robert J. Mears received new performance-based stock option grants covering a total of 131,472 shares of common stock at an exercise price of $5.10 per share, expiring on March 11, 2036.

Each grant vests only if both time and stock price targets are achieved. The first 25% is scheduled to vest on March 1, 2027, with the remainder vesting in 12 equal quarterly installments. For each tranche, vesting also requires that the average volume-weighted stock price over any 30 consecutive trading days within five years of grant meets separate hurdles of $7.50, $12.50, or $20.00. If a given price threshold is not reached within five years, the related options will not vest and will terminate, and there were no open-market purchases or sales in this filing.

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^*

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)
03/11/2026

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	32,868		(1)	03/11/2036	Common Stock	32,868	$0.00	32,868	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	32,868		(2)	03/11/2036	Common Stock	32,868	$0.00	32,868	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	65,736		(3)	03/11/2036	Common Stock	65,736	$0.00	65,736	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 $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.

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 $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.

	By: Mindi Zimmer, as Attorney-in-Fact For: Robert J. Mears	03/13/2026
	** 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.

FAQ

What did Atomera (ATOM) disclose about Robert Mears in this Form 4?

Atomera disclosed that Chief Technology Officer Robert J. Mears received three performance-based stock option grants covering 131,472 underlying common shares at an exercise price of $5.10, expiring on March 11, 2036, with vesting tied to time and stock price performance.

How many Atomera (ATOM) shares are covered by the new performance stock options?

The new grants cover 131,472 underlying shares of Atomera common stock. They are structured as three performance stock option awards, each with its own stock price hurdle and time-based vesting schedule, all at a $5.10 exercise price and expiring on March 11, 2036.

What are the vesting conditions for Robert Mears’ Atomera (ATOM) options?

Vesting requires both time and stock price performance. For each grant, 25% vests on March 1, 2027, with the remainder in 12 quarterly installments, only if Atomera’s 30-day average volume-weighted price reaches $7.50, $12.50, or $20.00 within five years.

What happens if Atomera’s stock does not hit the performance targets for these options?

If Atomera’s average volume-weighted stock price over any 30 consecutive trading days does not reach the respective $7.50, $12.50, or $20.00 thresholds within five years of grant, the related options will not vest and will terminate at the end of that five-year period.

Were there any open-market share purchases or sales in this Atomera (ATOM) Form 4?

No. The Form 4 only reports option grants coded as acquisitions of derivative securities. All three transactions are performance stock option awards to Robert J. Mears, with no open-market purchases or sales of Atomera common stock reported in this filing.

When do Robert Mears’ new Atomera (ATOM) options expire?

All three performance stock option grants to Robert J. Mears share the same expiration date of March 11, 2036. Any options that fail to meet their respective stock price performance conditions within five years will also terminate without vesting.