Stardust Power (SDST) CFO Reports RSU Settlement and Tax-Cover Sale

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) Chief Financial Officer Udaychandra Devasper reported the vesting and settlement of restricted stock units and a related sale to cover tax withholding. On 09/15/2025 the reporting person had 8,245 RSUs vest and settle into common shares, which increased reported beneficial ownership to 68,110 shares. On the same date 3,870 shares were sold under a Rule 10b5-1 plan at a weighted average price of $2.6611 (sales occurred in a $2.65–$2.67 range), leaving 64,240 shares beneficially owned. The filing notes a prior 10-for-1 reverse stock split effective 09/08/2025 and that the reporting person originally received 98,948 RSUs that vest quarterly over three years beginning July 8, 2024.

Positive

• 8,245 RSUs vested and settled, indicating employee compensation was executed as planned
• Sales to cover tax withholding were made under a documented Rule 10b5-1 plan (adopted Nov 27, 2024), demonstrating pre-planned compliance
• Filing discloses reverse split adjustment, providing clarity on share counts after the 10-for-1 consolidation

Negative

• Reported beneficial ownership decreased from 68,110 shares to 64,240 shares following the tax-cover sale
• Shares sold (3,870) were executed at a relatively narrow price range ($2.65–$2.67), which may reflect limited liquidity or small trade execution windows

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting and tax-cover sell-down; modest change to reported holdings, no new financing or material dilution.

The filing documents the vesting and settlement of 8,245 RSUs into common shares and an immediate sale of 3,870 shares to satisfy tax-withholding obligations under an existing Rule 10b5-1 plan. The weighted average sale price reported is $2.6611 within a $2.65–$2.67 range. Beneficial ownership after the transactions is reported as 64,240 shares, reflecting adjustments for a recent 10-for-1 reverse split. These are routine compensation and tax-related transactions and do not, by themselves, signal a change in company financing or control.

Corporate Governance Expert

TL;DR: Transactions are standard executive equity settlement and planned sales; disclosure cites Rule 10b5-1 plan and reverse-split adjustments.

The form clearly attributes the share disposition to tax-withholding from RSU settlement and references a Rule 10b5-1 trading plan adopted November 27, 2024, which supports that the sales were pre-planned. The filing also documents the aggregate RSU award (98,948 RSUs) and the vesting schedule (quarterly over three years commencing July 8, 2024). Disclosure is specific on quantities, prices, and the reverse split adjustment, meeting typical Section 16 reporting expectations for insider compensation events.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/15/2025

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	09/15/2025		M		8,245	A	(1)	68,110	D
Common Stock	09/15/2025		S(2)		3,870	D	$2.6611(3)	64,240(4)	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)	09/15/2025		M		8,245		(5)	(5)	Common Stock	8,245	$0	41,229(4)	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 $2.65 - $2.67, 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 share numbers reflected in Tables I and II have been adjusted to take into account a 10-for-1 reverse stock split of the Issuer's common stock that was effected on September 8, 2025.

5. 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	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did SDST CFO Udaychandra Devasper report on Form 4?

The filing reports the vesting/settlement of 8,245 RSUs into common shares on 09/15/2025 and the sale of 3,870 shares the same day to cover tax-withholding.

How many RSUs did the reporting person receive and what is the vesting schedule?

The reporting person received 98,948 RSUs in connection with the business combination; they vest quarterly over three years starting July 8, 2024.

At what price were the shares sold and under what plan?

Shares were sold at a weighted average price of $2.6611, with individual transactions in the $2.65–$2.67 range, pursuant to a Rule 10b5-1 trading plan adopted November 27, 2024.

What is the reporting person's role at SDST?

The reporting person is listed as the company's Chief Financial Officer.

How did the reverse stock split affect reported share counts?

The filing states that share numbers in the tables have been adjusted for a 10-for-1 reverse stock split effected on September 8, 2025.