Stardust Power CFO converts RSUs and sells shares

Stardust Power Inc. Chief Financial Officer Devasper Udaychandra converted 8,245 restricted stock units into an equal number of common shares at no cost and received an equity award of 85,091 common shares.

Rhea-AI Filing Summary

Stardust Power Inc. Chief Financial Officer Devasper Udaychandra converted 8,245 restricted stock units into an equal number of common shares at no cost and received an equity award of 85,091 common shares. On the same date, he sold 4,507 shares at $2.31 per share and now directly holds 157,387 common shares.

Insights

Equity compensation and insider-transactions analyst

CFO’s Form 4 shows routine RSU vesting, a new stock grant, and a small tax-related sale.

The transactions center on equity compensation rather than active trading. The CFO exercised 8,245 RSUs into common stock at $0.00 and received an additional award of 85,091 fully vested RSU-linked shares, significantly increasing his direct equity stake in Stardust Power Inc.

The only reported sale is 4,507 common shares at $2.31, explicitly described as covering tax withholding tied to RSU vesting and settlement. That characterization means the disposition is mainly a mechanical tax payment, not a discretionary reduction in exposure. After these moves, the filing shows the CFO directly holding 157,387 common shares.

Because there are no remaining derivative positions listed in the derivative summary, the RSU exercise appears to relate to previously outstanding units, while a separate footnote describes a broader 98,948-RSU award that continues to vest quarterly through the three-year schedule starting on July 8, 2024. Overall, these disclosures look like standard compensation and tax-management activity rather than a thesis-changing event.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider DEVASPER UDAYCHANDRA

Role Chief Financial Officer

Sold 4,507 shs ($10K)

Approx. gross sale proceeds $10K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	8,245	$0.00	$0.00
Exercise	Common Stock	8,245	$0.00	$0.00
Grant/Award	Common Stock	85,091	$0.00	$0.00
Sale	Common Stock	4,507	$2.31	$10K

Holdings After Transaction: Restricted Stock Unit — 24,739 contracts (Direct); Common Stock — 157,387 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock units ("RSU") represents the right to receive one common share upon vesting.
2. F2. Represents a grant of RSUs payable solely in common stock. The RSUs are fully vested.
3. F3. Sale of shares to cover tax withholding obligation incurred upon vesting and settlement of RSUs.
4. F4. 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.

Key Figures

RSUs converted: 8,245 units Equity award shares: 85,091 shares Shares sold: 4,507 shares +3 more

6 metrics

RSUs converted 8,245 units Restricted Stock Units converted into common stock on March 20, 2026

Equity award shares 85,091 shares Common stock granted to the CFO on March 20, 2026

Shares sold 4,507 shares Common stock sold at $2.31 per share on March 20, 2026

Sale price $2.31 per share Price received per share for the 4,507-share sale

Post-transaction holdings 157,387 shares Direct common stock holdings of the CFO after the reported transactions

RSU grant from business combination 98,948 units RSUs received in connection with closing of a business combination, vesting over 3 years

Key Terms

Restricted Stock Unit, RSUs, business combination, tax withholding obligation

4 terms

Restricted Stock Unit financial

"Each restricted stock units ("RSU") represents the right to receive one common share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

RSUs financial

"Represents a grant of RSUs payable solely in common stock. The RSUs are fully vested."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

business combination financial

"received 98,948 RSUs in connection with the closing of the business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

tax withholding obligation financial

"Sale of shares to cover tax withholding obligation incurred upon vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Stardust Power (SDST) CFO do in this Form 4 filing?

Devasper Udaychandra converted 8,245 RSUs into common shares, received an equity award of 85,091 shares, and sold 4,507 shares at $2.31. These moves leave him holding 157,387 Stardust Power common shares directly.

How many RSUs did SDST CFO Devasper Udaychandra convert into common stock?

He converted 8,245 restricted stock units (RSUs) into an equal number of Stardust Power common shares at a conversion price of $0.00 per share. Footnotes state each RSU represents the right to receive one common share upon vesting.

What equity award did Stardust Power (SDST) grant its CFO on March 20, 2026?

On March 20, 2026, the CFO received an equity award of 85,091 common shares. This grant is reported at a price of $0.00 per share, indicating a stock-based compensation award rather than a market purchase.

How many Stardust Power (SDST) shares did the CFO sell and at what price?

The filing reports a sale of 4,507 common shares by the CFO at a price of $2.31 per share. This transaction is classified as a sale in an open-market or private transaction under SEC transaction code “S”.

What is the CFO’s total direct common stock holding in SDST after these transactions?

After the reported RSU conversion, equity award, and share sale, Devasper Udaychandra directly holds 157,387 Stardust Power common shares. This figure comes from the canonical post-transaction holdings data accompanying the Form 4.

What longer-term RSU grant related to a business combination is disclosed for SDST’s CFO?

Footnotes disclose that 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, providing ongoing stock-based compensation.

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

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Accepted by SEC EDGAR 03/24/2026 - 08:44 PM Learn about SEC filing dates

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^*

DEVASPER UDAYCHANDRA

(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 Financial 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		M		8,245	A	$0(1)	76,803	D
Common Stock	03/20/2026		A		85,091(2)	A	$0	161,894	D
Common Stock	03/20/2026		S(3)		4,507	D	$2.31	157,387	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	(4)	03/20/2026		M			8,245	(4)	(4)	Common Stock	8,245	$0	24,739	D

Explanation of Responses:

1. Each restricted stock units ("RSU") represents the right to receive one common share upon vesting.

2. Represents a grant of RSUs payable solely in common stock. The RSUs are fully vested.

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

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	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)