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Forge Nano counsel acquires options, performance shares

The performance stock units carry an October 22, 2031 expiration date; reported option expiration dates include January 11, 2032 and March 29, 2036.

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Form Type
4

Rhea-AI Filing Summary

Forge Nano Holdings, Inc. (NANO) Chief Legal Counsel Curtis J. Zimmermann reported direct acquisitions of stock options and performance stock units on October 22, 2026. The stock options originated under Forge Nano, Inc.’s 2017 Equity Incentive Plan and were converted in connection with the business combination. Reported option tranches include 308,608 and 26,358 options at $0.56 per share, 19,946 at $1.03, 170,603 at $1.33, and 12,823 and 25,361 at $2.94. The awards also include 321,601 and 101,176 performance stock units, with vesting tied to specified stock-price or revenue milestones; continued service applies to the 101,176-unit award.

Insider Zimmermann Curtis J.
Role Chief Legal Counsel
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) F1 308,608 -- --
Grant/Award Stock Option (right to buy) F1 26,358 -- --
Grant/Award Stock Option (right to buy) F1, F2 19,946 -- --
Grant/Award Stock Option (right to buy) F1, F3 170,603 -- --
Grant/Award Stock Option (right to buy) F1, F4 12,823 -- --
Grant/Award Stock Option (right to buy) F1, F5 25,361 -- --
Grant/Award Performance Stock Units F6 321,601 -- --
Grant/Award Performance Stock Units F7, F8 101,176 -- --
Holdings After Transaction: Stock Option (right to buy) — 563,699 contracts (Direct); Performance Stock Units — 422,777 contracts (Direct)
Footnotes (8)
  1. F1. Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano, Inc. ("Forge Nano") that were converted into stock options exercisable for shares of the Issuer's common stock in connection with the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano (the "Merger Agreement"), and are exercisable following the closing of the Business Combination.
  2. F2. 25% of these stock options vested on April 1, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
  3. F3. 25% of these stock options vested on December 12, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
  4. F4. 25% of these stock options vested on October 1, 2026, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
  5. F5. 25% of these stock options will vest on March 31, 2027, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
  6. F6. Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
  7. F7. Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows, subject to the Reporting Person's continued service with the Issuer through each applicable vesting event: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer (Cont'd in FN9)
  8. F8. (Cont'd from FN8) for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
Stock options 308,608 options Exercise price: $0.56 per share; expiration date: January 11, 2032.
Stock options 26,358 options Exercise price: $0.56 per share; expiration date: April 25, 2032.
Stock options 19,946 options Exercise price: $1.03 per share; expiration date: March 31, 2034.
Stock options 170,603 options Exercise price: $1.33 per share; expiration date: December 11, 2034.
Stock options 12,823 options Exercise price: $2.94 per share; expiration date: October 23, 2035.
Stock options 25,361 options Exercise price: $2.94 per share; expiration date: March 29, 2036.
Performance stock units 321,601 units Expiration date: October 22, 2031; vesting is tied to stock-price or revenue thresholds.
Performance stock units 101,176 units Expiration date: October 22, 2031; vesting is tied to stock-price or revenue thresholds and continued service.
Performance Stock Units financial
"Represents performance stock units, each representing a right to receive one share"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
VWAP financial
"VWAP of the Common Stock equals or exceeds $15.00 per share"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
2017 Equity Incentive Plan financial
"under the 2017 Equity Incentive Plan of Forge Nano, Inc."
substantially equal monthly installments financial
"remaining 75% vested and will vest in 36 substantially equal monthly installments"

FAQ

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

What milestones govern the NANO performance stock units reported for Curtis J. Zimmermann?

The 321,601-unit award vests in thirds if the common stock VWAP equals or exceeds $15.00, $20.00 or $25.00 per share over any 30 trading day period, or preceding-twelve-month revenue equals or exceeds $400,000,000, $600,000,000 or $800,000,000, respectively. The same thresholds apply to the 101,176-unit award, subject to Zimmermann’s continued service through each applicable vesting event.

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).
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*
Zimmermann Curtis J.

(Last)(First)(Middle)
C/O FORGE NANO HOLDINGS, INC.
12300 GRANT STREET, SUITE 110

(Street)
THORNTON COLORADO 80241

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Forge Nano Holdings, Inc. [ NANO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026
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
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
Stock Option (right to buy)$0.5610/22/2026A308,60810/22/202601/11/2032Common Stock308,608(1)308,608D
Stock Option (right to buy)$0.5610/22/2026A26,35810/22/202604/25/2032Common Stock26,358(1)26,358D
Stock Option (right to buy)$1.0310/22/2026A19,946 (2)03/31/2034Common Stock19,946(1)19,946D
Stock Option (right to buy)$1.3310/22/2026A170,603 (3)12/11/2034Common Stock170,603(1)170,603D
Stock Option (right to buy)$2.9410/22/2026A12,823 (4)10/23/2035Common Stock12,823(1)12,823D
Stock Option (right to buy)$2.9410/22/2026A25,361 (5)03/29/2036Common Stock25,361(1)25,361D
Performance Stock Units(6)10/22/2026A321,601 (6)10/22/2031Common Stock321,601(6)321,601D
Performance Stock Units(7)(8)10/22/2026A101,176 (7)(8)10/22/2031Common Stock101,176(7)(8)101,176D
Explanation of Responses:
1. Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano, Inc. ("Forge Nano") that were converted into stock options exercisable for shares of the Issuer's common stock in connection with the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano (the "Merger Agreement"), and are exercisable following the closing of the Business Combination.
2. 25% of these stock options vested on April 1, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
3. 25% of these stock options vested on December 12, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
4. 25% of these stock options vested on October 1, 2026, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
5. 25% of these stock options will vest on March 31, 2027, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
6. Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
7. Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows, subject to the Reporting Person's continued service with the Issuer through each applicable vesting event: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer (Cont'd in FN9)
8. (Cont'd from FN8) for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000.
/s/ Michael Kleinberg, as Attorney-in-fact for Curtis Zimmermann10/26/2026
** 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)

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