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

Rhea-AI Filing Summary

Stardust Power Inc. Chief Financial Officer Devasper Udaychandra reported several equity compensation transactions involving restricted stock units (RSUs) and common stock on 2026-03-20. The filing shows an exercise of 8,245 RSUs into an equal number of common shares at a conversion price of $0.00 per share, increasing his directly held common stock to 76,803 shares immediately after the exercise.

On the same date, he received a separate grant of 85,091 common shares as fully vested RSUs payable solely in stock, bringing his direct common stock holdings to 161,894 shares. The filing also reports a sale of 4,507 common shares at $2.31 per share. A footnote explains this sale was made to cover tax withholding obligations arising from the vesting and settlement of RSUs, rather than a discretionary market sale.

Following these transactions, Udaychandra directly owns 157,387 common shares of Stardust Power. Footnotes clarify that each RSU represents the right to receive one common share upon vesting, and reference an earlier award of 98,948 RSUs connected to the closing of a business combination that vests quarterly over a three-year term beginning on July 8, 2024.

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.

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).

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)

FAQ

What transactions did Stardust Power (SDST) CFO Devasper Udaychandra report on this Form 4?

The CFO reported exercising 8,245 RSUs into common shares, receiving a separate grant of 85,091 common shares from fully vested RSUs, and selling 4,507 common shares. The sale was noted as covering tax withholding from RSU vesting and settlement.

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

After the reported transactions, the filing shows the CFO directly owning 157,387 shares of Stardust Power common stock. This reflects the RSU exercise, the fully vested RSU-related stock grant, and the tax-related sale of 4,507 shares reported on the same date.

Was the Stardust Power (SDST) CFO’s share sale a discretionary open-market trade?

The Form 4 labels the transaction as a sale, but a footnote states the 4,507 shares sold were to cover tax withholding obligations from RSU vesting and settlement. That description indicates a tax-driven disposition rather than a discretionary reduction of the CFO’s equity exposure.

What RSU activity did Stardust Power (SDST) disclose for its CFO in this filing?

The filing shows an exercise of 8,245 RSUs into an equal number of common shares, plus a grant of 85,091 fully vested RSU-linked shares payable solely in stock. Footnotes explain each RSU converts into one common share upon vesting under the award terms.

What longer-term RSU award for Stardust Power (SDST) CFO is mentioned in the footnotes?

A footnote notes the CFO received 98,948 RSUs in connection with a business combination closing. These RSUs vest quarterly over three years, starting on July 8, 2024, providing ongoing equity-based compensation tied to continued service during the vesting period.

How does the Stardust Power (SDST) Form 4 characterize the CFO’s acquisition of shares?

The filing characterizes the acquisitions using codes for derivative exercise and grant. One transaction reflects an RSU exercise or conversion into 8,245 common shares, while another is a grant or award of 85,091 common shares, both recorded as direct ownership by the CFO.