STOCK TITAN

Stardust Power (SDST) appoints Ray Rivers to board and key committees

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stardust Power Inc. reported the appointment of V. Ray Rivers to its Board of Directors, effective August 10, 2026, to serve until the 2027 annual meeting, also placing him on the Audit and Compensation Committees. The Board determined he qualifies as an independent director under Nasdaq standards. Rivers brings over three decades of capital markets and institutional investment experience from senior roles at several Wall Street firms and as Co-Chair of the Greenwich Economic Forum.

His compensation includes an annual cash retainer of $25,000, an Audit Committee retainer of $7,500, and a Compensation Committee retainer of $5,000, all pro-rated for 2026, plus an expected future stock grant of approximately $100,000 under the company’s 2024 equity plan. Stardust Power describes itself as building a major battery-grade lithium carbonate refinery in Oklahoma with planned capacity of up to 50,000 metric tons per annum.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director annual cash retainer $25,000 Standard non-employee director cash retainer for V. Ray Rivers, pro-rated for partial year
Audit Committee annual retainer $7,500 Annual retainer for Rivers’ service on the Audit Committee, pro-rated for 2026
Compensation Committee annual retainer $5,000 Annual retainer for Rivers’ service on the Compensation Committee, pro-rated for 2026
Expected stock grant value $100,000 Approximate value of stock grant expected to be awarded to Rivers under 2024 Equity Incentives Plan
Refinery production capacity 50,000 metric tons per annum Planned annual capacity of Stardust Power’s battery-grade lithium carbonate refinery in Muskogee, Oklahoma
Warrant exercise ratio and price 10 warrants for 1 share at $115.00 Redeemable warrants listed as SDSTW, 10 exercisable for one share of common stock at $115.00
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Audit Committee financial
"The Board also appointed Mr. Rivers to serve as a member of the Audit Committee"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Compensation Committee financial
"appointed Mr. Rivers to serve as a member of the Audit Committee and Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
battery-grade lithium carbonate technical
"an American developer of battery-grade lithium carbonate, today announced the appointment"
Battery-grade lithium carbonate is a highly pure chemical compound used as a key ingredient in the manufacture of lithium-ion battery cathodes and electrolytes. Think of it as the flour in a baking recipe: its quality affects the final product’s performance and safety. Investors care because its availability, purity and price influence battery makers’ costs, electric vehicle and storage supply chains, and therefore the revenue and margins of companies across the clean-energy ecosystem.
forward-looking statements regulatory
"The foregoing material may contain “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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FAQ

What did Stardust Power Inc. (SDST) announce in this 8-K filing?

Stardust Power Inc. announced the appointment of V. Ray Rivers to its Board of Directors, effective August 10, 2026. He will also serve on the Audit Committee and Compensation Committee, bringing extensive capital markets and institutional investment experience.

Who is V. Ray Rivers, newly appointed director at SDST?

V. Ray Rivers is a finance executive with over three decades of experience in capital markets and institutional investments. He has held senior roles at firms including Bear Stearns, Cantor Fitzgerald, and others, and serves as Co-Chair of the Greenwich Economic Forum.

What compensation will V. Ray Rivers receive as a director of SDST?

Rivers will receive an annual cash retainer of $25,000, an Audit Committee retainer of $7,500, and a Compensation Committee retainer of $5,000, all pro-rated for 2026. He is also expected to receive a future stock grant of about $100,000.

Is V. Ray Rivers considered independent under Nasdaq rules at SDST?

The Board determined that V. Ray Rivers qualifies as an independent director under Nasdaq listing standards. This status is important for his roles on the Audit Committee and Compensation Committee, which typically require director independence.

What project is Stardust Power Inc. (SDST) developing?

Stardust Power is building a battery-grade lithium carbonate refinery in Muskogee, Oklahoma. The facility is expected to have production capacity of up to 50,000 metric tons per annum, supporting a more resilient U.S. battery supply chain.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) August 10, 2026

 

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39875   99-3863616

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

15 E. Putnam Ave, Suite 378, Greenwich, CT 06830

(Address of principal executive offices)

 

(800) 742-3095

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   SDST   The Nasdaq Capital Market
Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00   SDSTW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Director Appointment

 

On August 10, 2026, the Board of Directors (the “Board”) of Stardust Power Inc. (the “Company”) appointed Mr. V. Ray Rivers to serve as a director until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified, effective August 10, 2026. The Board also appointed Mr. Rivers to serve as a member of the Audit Committee and Compensation Committee of the Board. The Board has determined that Mr. Rivers qualifies as an independent director for service on the Board, under the Nasdaq listing standards.

 

Mr. Rivers, age 64, brings more than three decades of experience in capital markets, institutional investments, and financial services. Throughout his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital Group, Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic Forum. His experience spans institutional equity and fixed income markets, special situations investing and corporate finance, further strengthening the Board’s capital markets and financial expertise. Mr. Rivers received his B.S. in Finance from Louisiana State University.

 

There are no arrangements or understandings between Mr. Rivers and any other persons pursuant to which he was selected to serve as a director. He has no family relationships with any of the Company’s directors or executive officers. There are no transactions in which Mr. Rivers has a direct or indirect material interest which would require disclosure under Item 404(a) of Regulation S-K.

 

In connection with his appointment to the Board, Mr. Rivers will receive the Company’s standard non-employee director compensation, consisting of (a) an annual cash retainer of $25,000, (b) an Audit Committee annual retainer of $7,500, (c) a Compensation Committee annual retainer of $5,000, and (d) standard expense reimbursement rights. The compensation described herein under (a), (b) and (c) will be pro-rated for Mr. Rivers’ partial year of service. The Company also expects to (i) make a grant of stock to Mr. Rivers equal to approximately $100,000 at a future date on terms and conditions to be approved by the Board, in accordance with the Company’s Amended and Restated 2024 Equity Incentives Plan  and (ii) enter into its standard indemnification agreement with Mr. Rivers, the form of which was previously filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the United States Securities and Exchange Commission on March 25, 2026.

 

A copy of the Company’s press release announcing the appointment of Mr. Rivers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 – Financial Statements and Exhibits.

 

(d) The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release, dated August 11, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  STARDUST POWER INC.
     
Date: August 11, 2026 By: /s/ Roshan Pujari
  Name: Roshan Pujari
  Title: Chief Executive Officer

 

3

 

 

Exhibit 99.1

 

Stardust Power Appoints Ray Rivers to Board of Directors

 

GREENWICH, Conn. – August 11, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”), an American developer of battery-grade lithium carbonate, today announced the appointment of V. Ray Rivers to its Board of Directors (the “Board”), effective August 10, 2026. Mr. Rivers will also serve as a member of the Audit Committee and Compensation Committee of the Board.

 

Mr. Rivers brings more than three decades of experience in capital markets, institutional investments, and financial services. Throughout his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital Group, Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic Forum. His experience spans institutional equity and fixed income markets, special situations investing and corporate finance, further strengthening the Board’s capital markets and financial expertise.

 

“We are pleased to welcome Ray to Stardust Power’s Board of Directors,” said Roshan Pujari, Founder and Chief Executive Officer of Stardust Power. “Ray’s extensive capital markets experience and public company governance experience complement the skills and perspectives of our Board. We look forward to benefiting from his insights as we continue positioning Stardust Power to engage a broader institutional investor audience.”

 

“Stardust Power is developing an important piece of domestic critical mineral infrastructure, and I look forward to working alongside the Board and management team,” said Mr. Rivers.

 

About Stardust Power Inc.

 

Stardust Power (NASDAQ: SDST) is building one of America’s largest battery-grade lithium carbonate refineries in Muskogee, Oklahoma, strategically located in the center of the United States’ growing energy and manufacturing corridor. The refinery is expected to have production capacity of up to 50,000 metric tons per annum and addresses the critical shortage of U.S. lithium refining capacity. Stardust Power is focused on building of a resilient American battery supply chain.

 

For more information, visit www.stardust-power.com

 

Stardust Power Contacts

 

For Investors:

Johanna Gonzalez

investor.relations@stardust-power.com

 

For Media:

 

Michael Thompson

media@stardust-power.com

 

Cautionary Note Regarding Forward-Looking Statements

 

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects. These statements may include, without limitation, statements regarding management’s expectations about future business strategies, financial performance, operating results, growth opportunities, market developments, competitive position, regulatory outlook, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “model,” “outlook,” “plan,” “predict,” “project,” “seek,” “target,” “will,” “could,” “should,” or similar expressions.

 

Forward-looking statements are not guarantees of future performance. They are based on current expectations, estimates, forecasts, and assumptions that involve significant risks and uncertainties, many of which are beyond the Company’s control and are difficult to predict. Actual results may differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including but not limited to macroeconomic conditions; inflationary pressures; changes in interest rates; supply chain disruptions; evolving consumer demand; competitive and technological developments; regulatory or legal changes; litigation exposure; cybersecurity threats; and fluctuations in foreign exchange rates. In addition, other risks and uncertainties not presently known to us or that we currently believe to be immaterial could affect the accuracy of any such forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. Except as required by law, the Company assumes no obligation and expressly disclaims any duty to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, even if subsequent events cause expectations to change.

 

You should consult our filings with the U.S. Securities and Exchange Commission (SEC), including the “Risk Factors” section of its most recent Annual Report on Form 10-K and subsequent filings on Form 10-Q, for additional detail about the factors that could affect our financial and other results.

 

 

 

Filing Exhibits & Attachments

5 documents