Stardust Power (SDST) Insider Sale for RSU Tax Withholding; Large Holdings Remain

Rhea-AI Filing Summary

Roshen Pujari, who serves as CEO, Chairman, Director and a >10% owner of Stardust Power Inc. (SDST), reported a transaction on 09/15/2025 under a Form 4. The filing discloses a sale of 940 shares of the company's common stock at $2.66 per share, executed to cover tax withholding related to the vesting and settlement of restricted stock units (RSUs) under a Rule 10b5-1 trading plan adopted on November 29, 2024.

Following the reported sale and a 10-for-1 reverse stock split effected September 8, 2025 (share amounts adjusted accordingly), Mr. Pujari directly owns 364,166 shares and indirectly beneficially owns 1,772,894 shares through affiliated entities and individuals. The indirect holdings are broken down in the filing and show continued substantial insider ownership after the tax-withholding sale.

Positive

• Substantial ongoing insider ownership: combined direct and indirect holdings total over 2.1 million shares after reverse split
• Transaction executed under a Rule 10b5-1 plan, indicating pre-specified, compliant trading for RSU tax withholding
• Prompt disclosure of sale and ownership details on Form 4

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider sold a very small number of shares to cover taxes under a pre-existing 10b5-1 plan; significant ownership remains.

The Form 4 shows a routine disposition of 940 shares at $2.66 to satisfy tax-withholding obligations arising from RSU settlement executed under a Rule 10b5-1 plan adopted in November 2024. The filing discloses both direct and indirect holdings and notes a recent 10-for-1 reverse split that adjusted reported share counts. From a governance perspective, adhering to a 10b5-1 plan and reporting the transaction promptly aligns with standard insider trading controls. The continued large indirect stake suggests the insider retains material economic exposure to the company.

Securities Analyst

TL;DR: Transaction is immaterial to market valuation; large insider holdings remain after a minor tax-driven sale.

The sale of 940 shares at $2.66 is clearly labeled as tax-withholding for vested RSUs and is small relative to the insider's total direct and indirect holdings 2.1 million shares after the reverse split). The disclosure of the reverse 10-for-1 split and the breakdown of indirect holdings provides clarity on share ownership structure. There is no indication of broader liquidation or change in control; the filing is a routine disclosure with limited market impact.

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).

1. Name and Address of Reporting Person^*

PUJARI ROSHEN

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

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		S(1)		940	D	$2.66	364,166(2)	D
Common Stock								1,772,894(2)	I	See Footnote(3)

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 November 29, 2024.

2. The share numbers reflected in Table I 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.

3. Roshan Pujari beneficially owns 465,286 shares held by Energy Transition Investors LLC, 1,087,279 shares held by 7636 Holdings LLC, 173,707 shares held by VIKASA Clean Energy I LP, and 46,022 shares held by Maggie Clayton.

	/s/ Udaychandra Devasper, as attorney in fact for Roshen Pujari	09/16/2025
	** 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).
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FAQ

What did Roshen Pujari report on Form 4 for SDST?

The filing reports a sale of 940 shares at $2.66 on 09/15/2025 to cover tax withholding from RSU vesting.

How many SDST shares does Roshen Pujari own after the transaction?

He directly owns 364,166 shares and indirectly beneficially owns 1,772,894 shares, per the Form 4.

Why were the 940 shares sold according to the filing?

The sale was to satisfy tax withholding obligations connected to the vesting and settlement of RSUs under a 10b5-1 trading plan adopted on November 29, 2024.

Did the company undergo a stock split that affected share counts?

Yes. The filing states share numbers were adjusted for a 10-for-1 reverse stock split effected on September 8, 2025.

Does the Form 4 indicate any change in control or large-scale insider selling?

No. The filing shows a small tax-related sale and continued substantial insider holdings; it does not indicate a change in control or broad liquidation.