Stardust Power (SDST) CFO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Stardust Power Inc. Chief Financial Officer Devasper Udaychandra reported routine equity compensation activity involving company stock. On June 15, 2026, he sold 3,554 common shares at $1.95 per share to cover a tax withholding obligation from restricted stock unit vesting. He also exercised 8,245 RSUs, converting them into the same number of common shares at a $0.00 exercise price. After these transactions, he held 126,302 common shares directly and 16,494 RSUs, with the RSU award originally totaling 98,948 units that vest quarterly over three years starting July 8, 2024.

Insights

Equity compensation and insider-trading analyst

CFO’s Form 4 shows routine RSU vesting, tax sale, and share retention.

The CFO of Stardust Power Inc. reported exercising 8,245 restricted stock units into common shares at a $0.00 exercise price and selling 3,554 shares at $1.95. Footnotes state the sale covered tax withholding from RSU vesting.

This pattern—RSU vesting plus a sale to pay taxes—is standard for executive compensation and carries limited signaling value about the CFO’s view of the stock. He still directly owns 126,302 common shares and 16,494 RSUs, indicating a continuing equity stake in the company.

Insider Trade Summary

Net Seller: 3,554 shares ($6,930)

Net Sell 3 txns

Insider DEVASPER UDAYCHANDRA

Role Chief Financial Officer

Sold 3,554 shs ($7K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	8,245	$0.00	--
Exercise	Common Stock	8,245	$0.00	--
Sale	Common Stock	3,554	$1.95	$7K

Holdings After Transaction: Restricted Stock Unit — 16,494 shares (Direct, null); Common Stock — 129,856 shares (Direct, null)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents the right to receive one common share upon vesting. Sale of shares to cover tax withholding obligation incurred upon vesting and settlement of RSUs. 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

Shares sold: 3,554 shares Sale price: $1.95/share RSUs exercised: 8,245 units +3 more

6 metrics

Shares sold 3,554 shares Common stock sold at $1.95 on June 15, 2026

Sale price $1.95/share Open-market sale of common stock

RSUs exercised 8,245 units Restricted stock units converted to common stock at $0.00

Common shares held after 126,302 shares Direct ownership after reported transactions

RSUs remaining 16,494 units Restricted stock units outstanding after vesting and conversion

Original RSU grant 98,948 units RSUs received in connection with business combination

Key Terms

Restricted Stock Unit, derivative security, tax withholding obligation, business combination

4 terms

Restricted Stock Unit financial

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

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.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

tax withholding obligation financial

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

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.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/15/2026

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	06/15/2026		M		8,245	A	$0(1)	129,856	D
Common Stock	06/15/2026		S(2)		3,554	D	$1.95	126,302	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	(3)	06/15/2026		M			8,245	(3)	(3)	Common Stock	8,245	$0	16,494	D

Explanation of Responses:

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

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

3. 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	06/17/2026
	** 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 did Stardust Power (SDST) CFO Devasper Udaychandra report in this Form 4?

He reported RSU-related activity and a small share sale. On June 15, 2026, he exercised 8,245 restricted stock units into common shares and sold 3,554 shares at $1.95 each, mainly tied to equity compensation rather than a discretionary stock trade.

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

He sold 3,554 shares of Stardust Power common stock at $1.95 per share. According to the filing, this sale was specifically to cover tax withholding obligations arising from the vesting and settlement of restricted stock units granted as part of his compensation.

Were the Stardust Power (SDST) CFO’s share sales discretionary or tax-related?

They were tax-related rather than purely discretionary. A footnote explains the 3,554-share sale was made to cover tax withholding obligations triggered when restricted stock units vested and were settled in common shares, a common structure for executive equity compensation programs.

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

Following the reported transactions, the CFO directly holds 126,302 shares of Stardust Power common stock. He also holds 16,494 restricted stock units, which each represent the right to receive one common share upon vesting, aligning his compensation with future company performance.

What RSU grants does the Stardust Power (SDST) CFO have outstanding?

He originally received 98,948 restricted stock units in connection with the company’s business combination. These RSUs vest quarterly over a three-year term beginning July 8, 2024. After the latest vesting and conversion, 16,494 RSUs remain outstanding as reflected in the filing.

What does the RSU exercise in the Stardust Power (SDST) Form 4 involve?

The filing shows an exercise of 8,245 restricted stock units into 8,245 common shares at a $0.00 exercise price. Each RSU converts into one Stardust Power share upon vesting, turning previously granted equity awards into actual stock owned by the executive.