Stardust Power Inc SEC Filings

Stardust Power Inc. insider activity shows a small sale of common stock linked to tax obligations. On December 15, 2025, the reporting person, who is a director, CEO, chairman and 10% owner, sold 953 shares of common stock at $3.51 per share. The filing notes this sale was made to cover tax withholding from the vesting and settlement of restricted stock units under a Rule 10b5-1 trading plan adopted on November 29, 2024.

After this transaction, the insider held 363,213 shares directly and 1,740,475 shares indirectly through several entities and an individual, reflecting a substantial continuing ownership position in Stardust Power Inc.

Stardust Power Inc. director Charlotte Nanguloshi Nangolo reported selling 6,020 shares of common stock on 12/16/2025. The shares were sold at a weighted average price of $3.437 per share, in multiple transactions within a price range of $3.40 to $3.46. After this transaction, the director beneficially owns 40,002 shares of Stardust Power common stock, held directly. The filing explains that detailed information on the number of shares sold at each individual price within the range is available upon request from the reporting person, the issuer, or the SEC staff.

Stardust Power Inc. Chief Financial Officer reports RSU vesting and related share sale. On December 15, 2025, the CFO converted 8,245 Restricted Stock Units into the same number of common shares as part of a previously granted equity award. These RSUs are part of a total grant of 98,948 RSUs that vest quarterly over three years, beginning July 8, 2024.

On the same date, the CFO sold 3,927 shares of Stardust Power common stock at a weighted average price of $3.4861 per share. The filing explains that these sales were made to cover tax withholding obligations tied to the RSU vesting, under a Rule 10b5-1 trading plan adopted on November 27, 2024. After these transactions, the CFO directly beneficially owns 68,558 common shares and 32,984 RSUs that remain outstanding.

Stardust Power Inc.'s Chief Technical Officer, Pablo Cortegoso, reported a small stock sale under a pre-arranged Rule 10b5-1 trading plan. On 12/15/2025, he sold 241 shares of common stock at $3.46 per share, solely to cover tax withholding related to the vesting and settlement of restricted stock units. After this transaction, he beneficially owned 500,420 shares of Stardust Power common stock, and the share counts reflect a 10-for-1 reverse stock split completed on September 8, 2025.

Stardust Power Inc. entered into a letter agreement with B. Riley Principal Capital II, LLC to terminate their existing Common Stock Purchase Agreement and related Registration Rights Agreement, effective at 4:30 p.m. New York City time on December 11, 2025. These agreements had governed a prior equity financing arrangement. As part of the termination, Stardust Power agreed to a make-whole payment of $471,942.90, to be settled in three equal parts: one-third through restricted common stock priced at $4.40 per share and subject to resale registration, one-third in cash upon the company’s next equity or convertible financing, and one-third in connection with a future equity line, at-the-market program, or similar financing with B. Riley or its affiliate, or otherwise in cash if unpaid by September 30, 2026. The company states it ended these agreements to pursue financing structures that better fit its current capital strategy, including potential non-dilutive options, while maintaining a constructive relationship with the investor for possible future deals.

Stardust Power Inc. reported that an independent engineering firm, Black & Veatch, has completed a review of the Front-End Loading 3 (FEL 3) study for its Muskogee lithium carbonate refinery project. According to the company, the review affirmed that the project’s technical and design assumptions are based on proven industry standards and that the initial production targets set out in the study are achievable.

This type of third-party engineering review evaluates whether a complex industrial project is designed in a realistic, buildable way. By confirming that the Muskogee refinery plan follows established industry practices and supports the stated initial production targets, the assessment adds technical support to the underlying design of Stardust Power’s planned lithium carbonate facility.

Stardust Power Inc. is registering up to 5,519,087 shares of common stock, 1,056,659 shares issuable upon exercise of warrants and 5,566,667 warrants under an existing resale prospectus. This prospectus supplement does not increase those registered amounts. Instead, it updates the principal stockholder and selling securityholder tables after a distribution of 31,819 shares of common stock on December 1, 2025 from selling stockholder Roshan Pujari to individuals and entities affiliated with him, including Apple Canyon Business Investments LLC.

As of December 4, 2025, 9,817,809 shares of common stock and 1,043,080 shares underlying warrants were counted for beneficial ownership purposes, for a total of 10,860,889 shares. Updated data show Mr. Pujari beneficially owning 2,084,220 shares, or 21.23% of this total, and Endurance Antarctica Partners II, LLC owning 607,049 shares, or 5.77%. The supplement refreshes ownership percentages and resale allocations while keeping the overall registered securities unchanged.

Stardust Power Inc. (SDST) filed Prospectus Supplement No. 8 to its Form S‑1, registering for resale by selling securityholders up to 5,519,087 shares of common stock, up to 1,056,659 shares of common stock underlying warrants, and up to 5,566,667 warrants. The company states it will not receive proceeds from these resales, except if warrants are exercised.

The filing notes the common shares registered for potential resale represent approximately 91.74% of common stock outstanding as of April 28, 2025 (or 93.15% assuming exercise of all warrants), and that sales or perceived sales could increase volatility or pressure the trading price. SDST’s common stock and warrants trade on Nasdaq under “SDST” and “SDSTW”; on November 12, 2025, closing prices were $4.235 per share and $0.1899 per warrant.

The attached Form 10‑Q shows no revenue and a net loss of $4,459,764 for the quarter and $11,973,902 for the nine months ended September 30, 2025. Cash was $1,585,004 and stockholders’ deficit was $5,120,114 as of September 30, 2025, with disclosure of substantial doubt about the company’s ability to continue as a going concern. Shares outstanding were 9,817,809 as of November 12, 2025.

Stardust Power (SDST) filed its Q3 2025 report, highlighting ongoing development of its U.S. lithium refinery and no revenue to date. The company reported a net loss of $4,459,764 for the quarter and $11,973,902 for the nine months. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing limited cash and continued spending on operations and capital projects.

Cash was $1,585,004 as of September 30, 2025, with operating cash use of $6,548,760 year‑to‑date. The company funded activities through equity: a January 27, 2025 offering of 479,200 shares and warrants ($5.75M gross), a March 16, 2025 warrant exercise ($2.97M gross) paired with new inducement warrants, and a June 18 & 25, 2025 offering of 2,260,000 shares ($4.52M gross). It also utilized its B. Riley equity line (up to $50,000,000) for $1,598,008 of net proceeds during the period.

Stockholders’ deficit narrowed to $(5,120,114) at quarter‑end. Shares outstanding were 8,954,343 as of September 30, 2025, and 9,817,809 as of November 12, 2025 following additional issuances. A 1‑for‑10 reverse stock split became effective on September 8, 2025.