Stardust Power (SDST) COO grants RSUs, sells shares for taxes

Rhea-AI Filing Summary

Stardust Power Inc. Chief Operating Officer Chris Edward Celano reported a compensation-related equity grant and a small share sale. He received 91,636 shares of Common Stock as fully vested restricted stock units payable solely in common stock. On the same date, he sold 3,457 shares of Common Stock at a weighted average price of about $2.32–$2.33 per share to cover tax withholding obligations from the RSU vesting and settlement. After these transactions, Celano directly held 128,358 Common Stock shares.

Insider Trade Summary

Net Seller: 3,457 shares ($8,020)

Net Sell 2 txns

Insider Celano Chris Edward

Role Chief Operating Officer

Sold 3,457 shs ($8K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	91,636	$0.00	--
Sale	Common Stock	3,457	$2.32	$8K

Holdings After Transaction: Common Stock — 131,815 shares (Direct)

Footnotes (1)

1. Represents a grant of restricted stock units ("RSUs") payable solely in common stock. The RSUs are fully vested. Reflects an adjustment for the 10-for-1 reverse stock split of the Issuer's common stock that was effected on September 8, 2025. Sale of shares to cover tax withholding obligation incurred upon vesting and settlement of RSUs. The price reported is a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $2.32 to $2.33, 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 range set forth in this footnote.

Form 4 Insider Transactions: What Each Field Means →

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^*

Celano Chris Edward

(Last) (First) (Middle)

6608 N. WESTERN AVE,

SUITE 466

(Street)

NICHOLS HILLS OKLAHOMA 73116

(City) (State) (Zip)

UNITED STATES

(Country)

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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

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
Common Stock	03/20/2026		A		91,636(1)	A	$0	131,815(2)	D
Common Stock	03/20/2026		S(3)		3,457	D	$2.32(4)	128,358	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

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") payable solely in common stock. The RSUs are fully vested.

2. Reflects an adjustment for the 10-for-1 reverse stock split of the Issuer's common stock that was effected on September 8, 2025.

3. Sale of shares to cover tax withholding obligation incurred upon vesting and settlement of RSUs.

4. The price reported is a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $2.32 to $2.33, 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 range set forth in this footnote.

	/s/ Udaychandra Devasper, as attorney in fact for Chris Edward Celano	03/24/2026
	** 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)

FAQ

What insider transactions did Stardust Power (SDST) report for Chris Edward Celano?

Stardust Power reported that COO Chris Edward Celano received 91,636 fully vested RSUs payable in common stock and sold 3,457 common shares. The sale was specifically to cover tax withholding triggered by the vesting and settlement of those RSUs.

How many Stardust Power (SDST) shares did the COO receive and at what cost?

The COO received a grant of 91,636 shares of Stardust Power common stock through fully vested restricted stock units. The reported share price for the grant was $0.00 per share, reflecting that this was an equity compensation award rather than an open-market purchase.

Why did the Stardust Power (SDST) COO sell 3,457 shares on March 20, 2026?

He sold 3,457 common shares to cover the tax withholding obligation arising from the vesting and settlement of his restricted stock units. The Form 4 footnote clarifies this purpose, indicating the sale was tax-driven rather than a discretionary portfolio decision.

At what price were the Stardust Power (SDST) shares sold by the COO?

The 3,457 Stardust Power common shares were sold at a weighted average price per share between $2.32 and $2.33. The filing notes the shares were sold in multiple transactions within this price range and offers detailed breakdowns upon request.

How many Stardust Power (SDST) shares does the COO hold after these transactions?

Following the RSU grant and related tax sale, COO Chris Edward Celano directly holds 128,358 shares of Stardust Power common stock. This post-transaction balance reflects the net position after receiving 91,636 shares and selling 3,457 shares to satisfy tax obligations.

Did the Stardust Power (SDST) COO’s RSU grant involve a reverse stock split adjustment?

Yes. A footnote states that the figures reflect an adjustment for Stardust Power’s 10-for-1 reverse stock split of common stock effected on September 8, 2025. The reported RSU and share amounts incorporate this reverse split adjustment.