Forge Nano's Shane Smith acquires 641K performance shares

The options follow a service-based vesting schedule; performance units vest at stated VWAP or preceding-twelve-month revenue thresholds, subject to continued service.

Rhea-AI Filing Summary

Forge Nano Holdings, Inc. (NANO) reports that Shane Smith, Pres. of Forge Battery, Inc., acquired 284,957 stock options and 641,153 performance stock units on October 22, 2026.

The options, from Forge Nano, Inc.’s 2017 Equity Incentive Plan, were converted into options for Forge Nano Holdings common stock in connection with the Business Combination and are exercisable following closing. They have a $2.94 exercise price. 25% vest March 31, 2027, and the remaining 75% vest in 36 substantially equal monthly installments, subject to continued service. Each performance stock unit represents one common share. One-third vesting applies at each paired threshold: common-stock VWAP of $15.00, $20.00, or $25.00 per share over any 30 trading day period, or preceding twelve-month revenue of $400 million, $600 million, or $800 million, respectively. Continued service is required through each applicable vesting event.

Insider Trade Summary

Grant/Award: 926,110 shares

Grant/Award 2 txns

Insider Smith Shane

Role Pres. of Forge Battery, Inc.

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy) F1, F2	284,957	--	--
Grant/Award	Performance Stock Units F3, F4	641,153	--	--

Holdings After Transaction: Stock Option (right to buy) — 284,957 contracts (Direct); Performance Stock Units — 641,153 contracts (Direct)

Footnotes (4)

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 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.
3. F3. 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 FN4)
4. F4. (Cont'd from FN3) 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

Stock options: 284,957 options Option exercise price: $2.94 per share Initial option vesting: 25% +4 more

7 metrics

Stock options 284,957 options Reported acquisition on October 22, 2026

Option exercise price $2.94 per share Stock options converted into options for Forge Nano Holdings common stock

Initial option vesting 25% Vests March 31, 2027, subject to continued service

Remaining option vesting 75% over 36 substantially equal monthly installments Subject to continued service

Performance stock units 641,153 units Each unit represents a right to receive one common share

VWAP vesting thresholds $15.00, $20.00, and $25.00 per share Each applies to one-third of the performance stock units over any 30 trading day period

Revenue vesting thresholds $400 million, $600 million, and $800 million Preceding twelve-month revenue thresholds; each applies to one-third of the performance stock units

Key Terms

2017 Equity Incentive Plan, Performance Stock Units, VWAP, Business Combination

4 terms

2017 Equity Incentive Plan technical

"granted under the 2017 Equity Incentive Plan of Forge Nano, Inc."

Performance Stock Units technical

"each representing a right to receive one share of common stock"

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.

Business Combination technical

"in connection with the Issuer's Business Combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

FAQ

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

How many NANO stock options and performance stock units did Shane Smith report acquiring?

Shane Smith reported acquiring 284,957 stock options and 641,153 performance stock units on October 22, 2026. The options have a $2.94 exercise price and vest over time, subject to continued service.

When do Shane Smith’s NANO stock options expire?

The 284,957 stock options have an expiration date of March 29, 2036. They are exercisable following the closing of the Business Combination.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/26/2026 - 09:33 PM EDT Accepted by SEC EDGAR 10/26/2026 - 09:33 PM EDT Learn about SEC filing dates

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 Shane

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. of Forge Battery, Inc.

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)
			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
Stock Option (right to buy)	$2.94	10/22/2026		A		284,957		(2)	03/29/2036	Common Stock	284,957	(1)	284,957	D
Performance Stock Units	(3)(4)	10/22/2026		A		641,153		(3)(4)	10/22/2031	Common Stock	641,153	(3)(4)	641,153	D

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 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.

3. 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 FN4)

4. (Cont'd from FN3) 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 Shane 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)