Forge Nano director Smith acquires 130,282 common shares

The 97,713 earn-out shares vest in thirds at specified stock-price or preceding-twelve-month revenue thresholds.

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Rhea-AI Filing Summary

Forge Nano Holdings, Inc. director Jimmy D. Smith acquired 130,282 common shares on October 22, 2026, as consideration for shares of Forge Nano, Inc. common stock in connection with the business combination. He also received 97,713 earn-out shares. Each one-third portion vests if the Common Stock VWAP equals or exceeds $15.00 per share over any 30 trading day period or the issuer’s preceding-twelve-month revenue equals or exceeds $400,000,000; the corresponding thresholds for the next two thirds are $20.00 per share or $600,000,000 and $25.00 per share or $800,000,000, respectively. Reported direct holdings following the respective transactions were 130,282 common shares and 97,713 earn-out shares.

Insider Trade Summary

Grant/Award: 227,995 shares

Grant/Award 2 txns

Insider Smith Jimmy D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Earnout-shares ^F2	97,713	--	--
Grant/Award	Common Stock, par value $0.0001 per share ^F1	130,282	--	--

Holdings After Transaction: Earnout-shares — 97,713 contracts (Direct); Common Stock, par value $0.0001 per share — 130,282 shares (Direct)

Footnotes (2)

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. 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.

Key Figures

Common shares acquired: 130,282 shares Earn-out shares: 97,713 shares VWAP threshold: $15.00 per share +5 more

8 metrics

Common shares acquired 130,282 shares October 22, 2026; reported direct holdings following the transaction were 130,282 shares.

Earn-out shares 97,713 shares Granted October 22, 2026; reported direct holdings following the transaction were 97,713 shares.

VWAP threshold $15.00 per share One-third vesting threshold over any 30 trading day period.

Revenue threshold $400,000,000 One-third vesting threshold for the issuer’s preceding twelve months.

VWAP threshold $20.00 per share One-third vesting threshold over any 30 trading day period.

Revenue threshold $600,000,000 One-third vesting threshold for the issuer’s preceding twelve months.

VWAP threshold $25.00 per share One-third vesting threshold over any 30 trading day period.

Revenue threshold $800,000,000 One-third vesting threshold for the issuer’s preceding twelve months.

Key Terms

earn-out shares, VWAP, 30 trading day period

3 terms

earn-out shares financial

"Represents earn-out shares granted in connection with the Business Combination."

Earn-out shares are company shares promised to sellers or managers only if the business meets agreed future targets after a merger or acquisition, functioning like a performance-based payout instead of immediate cash. They matter to investors because they can dilute existing ownership, change future earnings prospects and reveal how confident buyers are about growth — like a conditional bonus that shifts payment and risk into the future.

VWAP financial

"the 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.

30 trading day period financial

"over any 30 trading day period"

FAQ

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

How many NANO shares did director Jimmy D. Smith acquire?

Jimmy D. Smith acquired 130,282 common shares and received 97,713 earn-out shares on October 22, 2026. The common shares were received as consideration for Forge Nano, Inc. common stock in connection with the business combination.

How do Jimmy D. Smith’s NANO earn-out shares vest?

The 97,713 earn-out shares vest in thirds. Each third vests if the Common Stock VWAP equals or exceeds $15.00 per share over any 30 trading day period or preceding-twelve-month issuer revenue equals or exceeds $400,000,000; the next thresholds are $20.00 per share or $600,000,000, then $25.00 per share or $800,000,000.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/26/2026 - 09:33 PM EDT Accepted by SEC EDGAR 10/26/2026 - 09:32 PM EDT

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^*

Smith Jimmy D.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2026

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, par value $0.0001 per share	10/22/2026		A		130,282	A	⁽¹⁾	130,282	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)
Earnout-shares	⁽²⁾	10/22/2026		A		97,713		⁽²⁾	10/22/2031	Common Stock	97,713	⁽²⁾	97,713	D

Explanation of Responses:

1. 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").

2. 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.

	/s/ Michael Kleinberg, as Attorney-in-fact for Jimmy Smith	10/26/2026
	** 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