Atomera (NASDAQ: ATOM) CFO gets new performance-based option grants

Rhea-AI Filing Summary

Atomera Inc CFO Laurencio Francis reported receiving three performance-based stock option grants on March 11, 2026. Each option has an exercise price of $5.10 and covers underlying shares of Atomera common stock in blocks of 78,888, 39,444 and 39,444 options.

The awards vest based on both time and share price performance. For each grant, 25% is scheduled to vest on March 1, 2027, with the remaining 75% vesting in 12 equal quarterly installments. However, vesting occurs only if the average volume-weighted share price over any 30 consecutive trading days within five years reaches specific thresholds of $7.50, $12.50, or $20.00, depending on the grant. If a grant’s price hurdle is not met within five years, none of its options vest and they terminate.

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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X

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^*

Laurencio Francis

(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)
	CFO

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	78,888		(1)	03/11/2036	Common Stock	78,888	$0.00	78,888	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	39,444		(2)	03/11/2036	Common Stock	39,444	$0.00	39,444	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	39,444		(3)	03/11/2036	Common Stock	39,444	$0.00	39,444	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 $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.

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 $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.

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 $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.

	By: Mindi Zimmer, as Attorney-in-Fact For: Francis Laurencio	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) CFO Laurencio Francis report in this Form 4?

The CFO reported receiving three performance-based stock option grants. The options have a $5.10 exercise price and relate to Atomera common stock, awarded as compensation and not as open-market purchases or sales.

How many Atomera performance stock options were granted to the CFO?

The Form 4 shows three separate performance stock option grants. These cover underlying common shares in blocks of 78,888, 39,444 and 39,444 options, each with its own performance hurdle determining whether any of the options ultimately vest.

What are the vesting conditions for the Atomera CFO’s option grants?

Vesting depends on time and stock price performance. For each grant, 25% vests on March 1, 2027 and the rest in 12 quarterly installments, but only if specified average share price thresholds are reached within five years from the grant date.

What stock price hurdles apply to the Atomera CFO’s performance options?

Each grant has its own price threshold. The options vest only if Atomera’s average volume-weighted price over 30 consecutive trading days within five years reaches $7.50, $12.50, or $20.00, depending on the specific performance stock option grant.

What happens if Atomera’s share price does not meet the performance targets?

If a grant’s price hurdle is not met, none of its options vest. For each performance stock option, failure to reach the specified threshold within five years means all options under that grant terminate with no shares delivered.

Are these Atomera CFO transactions open-market buys or sells of stock?

No, these are compensation-related option grants, not market trades. The Form 4 uses transaction code A, indicating awards or grants of derivatives, with no reported open-market purchases or sales of Atomera common stock.