Forge Nano CFO receives stock and option awards
Vesting of the earn-out and performance awards depends on stated share-price or revenue milestones, with continued service also required for one performance-unit award.
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Form Type
4
Rhea-AI Filing Summary
Forge Nano Holdings, Inc. Chief Financial Officer Michael A. Kleinberg reported direct equity awards and a common-stock acquisition dated October 22, 2026. He received 19,719 common shares as consideration for Forge Nano, Inc. shares in the Business Combination. Six stock-option awards under Forge Nano's 2017 Equity Incentive Plan cover 370,444 shares at a $0.3700 exercise price, 26,358 at $0.5600, 25,076 at $1.0300, 441,597 at $1.3300, and 17,382 and 34,194 at $2.9400 per share.
The awards also include 14,790 earn-out shares and performance stock units for 464,386 and 221,905 shares. Each third vests if 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 221,905-unit award also requires continued service. For four option awards, the 25% tranche and remaining 75% follow schedules that include 36 substantially equal monthly installments, subject to continued service.
Insider Trade Summary
Grant/Award: 1,635,851 shares
Grant/Award
10 txns
Insider
Kleinberg Michael A.
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option (right to buy) F2 | 370,444 | -- | -- |
| Grant/Award | Stock Option (right to buy) F2 | 26,358 | -- | -- |
| Grant/Award | Stock Option (right to buy) F2, F3 | 25,076 | -- | -- |
| Grant/Award | Stock Option (right to buy) F2, F4 | 441,597 | -- | -- |
| Grant/Award | Stock Option (right to buy) F2, F5 | 17,382 | -- | -- |
| Grant/Award | Stock Option (right to buy) F2, F6 | 34,194 | -- | -- |
| Grant/Award | Earnout-shares F7 | 14,790 | -- | -- |
| Grant/Award | Performance Stock Units F8 | 464,386 | -- | -- |
| Grant/Award | Performance Stock Units F9, F10 | 221,905 | -- | -- |
| Grant/Award | Common Stock, par value $0.0001 per share F1 | 19,719 | -- | -- |
Holdings After Transaction:
Stock Option (right to buy) — 915,051 contracts (Direct);
Earnout-shares — 14,790 contracts (Direct);
Performance Stock Units — 686,291 contracts (Direct);
Common Stock, par value $0.0001 per share — 19,719 shares (Direct)
Footnotes (10)
- F1. Received as consideration for shares of common stock of Forge Nano, Inc. ("Forge Nano") 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").
- F2. Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano that are exercisable for shares of the Issuer's common stock following the closing of the Business Combination.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. Represents earn-out shares granted in connection with the Business Combination. The earn-out shares will vest as follows: (i) one third 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 earn-out shares 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 earn-out shares 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.
- F8. 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.
- F9. 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 (Cont'd in FN10)
- F10. (Cont'd from FN9) 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.
Key Figures
Common shares acquired: 19,719 shares
Stock-option underlying shares: 370,444 shares
Option exercise price: $0.3700 per share
+5 more
8 metrics
Common shares acquired
19,719 shares
Received as consideration for Forge Nano, Inc. shares in the Business Combination
Stock-option underlying shares
370,444 shares
Option award dated October 22, 2026
Option exercise price
$0.3700 per share
Applies to the 370,444-share option award
Earn-out shares
14,790 shares
Award dated October 22, 2026
Performance stock units
464,386 units
Each unit represents a right to receive one common share
Performance stock units
221,905 units
Each unit represents a right to receive one common share; vesting is subject to continued service
First VWAP vesting threshold
$15.00 per share
One-third vesting trigger over any 30 trading day period
First revenue vesting threshold
$400,000,000
Preceding-twelve-month revenue trigger for one-third vesting
Key Terms
stock options, earn-out shares, performance stock units, VWAP
4 terms
stock options financial
"stock options granted under the 2017 Equity Incentive Plan of Forge Nano"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
performance stock units financial
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When do NANO CFO Michael A. Kleinberg's stock options expire?
The six reported options expire on February 7, 2031 (370,444 shares at $0.3700), April 11, 2032 (26,358 at $0.5600), March 31, 2034 (25,076 at $1.0300), December 11, 2034 (441,597 at $1.3300), October 23, 2035 (17,382 at $2.9400), and March 29, 2036 (34,194 at $2.9400).
AI-generated analysis. How Rhea-AI works. Not financial advice.
