Stardust Power (SDST) CTO logs small tax-related stock sale

Rhea-AI Filing Summary

Stardust Power Inc.'s Chief Technical Officer, Pablo Cortegoso, reported a small stock sale under a pre-arranged Rule 10b5-1 trading plan. On 12/15/2025, he sold 241 shares of common stock at $3.46 per share, solely to cover tax withholding related to the vesting and settlement of restricted stock units. After this transaction, he beneficially owned 500,420 shares of Stardust Power common stock, and the share counts reflect a 10-for-1 reverse stock split completed on September 8, 2025.

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
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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).

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^*

CORTEGOSO PABLO

(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 Technical 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		S(1)		241	D	$3.46	500,420(2)	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 sales to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs") pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

2. The share numbers reflected 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.

	/s/ Udaychandra Devasper, as attorney in fact for Pablo Cortegoso	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?

Stardust Power Inc. disclosed that its Chief Technical Officer, Pablo Cortegoso, sold 241 shares of common stock on 12/15/2025 at $3.46 per share.

Why did the Stardust Power (SDST) CTO sell 241 shares?

The 241-share sale was made to cover tax withholding obligations arising from the vesting and settlement of restricted stock units (RSUs).

Was the Stardust Power (SDST) insider trade under a Rule 10b5-1 plan?

Yes. The sale was made pursuant to a Rule 10b5-1 trading plan that was adopted on December 13, 2024.

How many Stardust Power (SDST) shares does the CTO own after the transaction?

Following the reported transaction, Pablo Cortegoso beneficially owned 500,420 shares of Stardust Power common stock.

Did Stardust Power (SDST) complete a reverse stock split affecting these share numbers?

Yes. The reported share numbers were adjusted for a 10-for-1 reverse stock split of the common stock that took effect on September 8, 2025.

What is the role of the reporting person at Stardust Power (SDST)?

The reporting person, Pablo Cortegoso, serves as the company’s Chief Technical Officer.