Stardust Power (SDST) CFO converts RSUs and sells shares for taxes

Rhea-AI Filing Summary

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.

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).

X

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^*

DEVASPER UDAYCHANDRA

(Last) (First) (Middle)

6608 N. WESTERN AVE,

SUITE 466

(Street)

NICHOLS HILLS OK 73116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Stardust Power Inc. [ SDST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	12/15/2025		M		8,245	A	(1)	72,485	D
Common Stock	12/15/2025		S(2)		3,927	D	$3.4861(3)	68,558	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	12/15/2025		M		8,245		(4)	(4)	Common Stock	8,245	$0	32,984	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the right to receive one common share upon vesting.

2. Represents sales to cover tax withholding obligations in connection with the vesting and settlement of RSUs pursuant to a Rule 10b5-1 trading plan adopted on November 27, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at a range of $3.48 - $3.51, inclusive. The undersigned undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. The Reporting Person received 98,948 RSUs in connection with the closing of the business combination, which vest quarterly over a 3-year term, commencing July 8, 2024.

	/s/ Udaychandra Devasper	12/17/2025
	** 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.

FAQ

What insider transaction did Stardust Power Inc. (SDST) disclose in this Form 4?

The filing reports that the Chief Financial Officer converted 8,245 Restricted Stock Units (RSUs) into common stock and sold 3,927 common shares on December 15, 2025.

Why did the Stardust Power (SDST) CFO sell 3,927 shares of common stock?

The filing states that the 3,927 shares were sold to cover tax withholding obligations related to the vesting and settlement of RSUs, under a Rule 10b5-1 trading plan.

What price did the Stardust Power (SDST) CFO receive for the shares sold?

The shares were sold at a weighted average price of $3.4861 per share, with individual trades executed in a price range of $3.48 to $3.51.

How many Stardust Power (SDST) shares does the CFO own after these transactions?

Following the reported transactions, the CFO directly beneficially owns 68,558 shares of Stardust Power common stock.

How many RSUs remain outstanding for the Stardust Power (SDST) CFO?

After the conversion of 8,245 RSUs, the CFO holds 32,984 Restricted Stock Units that remain outstanding.

What are the terms of the Stardust Power (SDST) CFO’s RSU grant?

The CFO received 98,948 RSUs in connection with the closing of a business combination. These RSUs vest quarterly over a 3-year term, commencing on July 8, 2024, with each RSU representing the right to receive one common share upon vesting.

When was the Rule 10b5-1 trading plan for the Stardust Power (SDST) CFO adopted?

The filing notes that the Rule 10b5-1 trading plan governing the tax-related share sales was adopted on November 27, 2024.