Tax-driven share sale by Stardust Power (SDST) COO Chris Celano

Rhea-AI Filing Summary

Stardust Power Inc. Chief Operating Officer Chris Edward Celano reported an open-market sale of common stock. On May 19, 2026, he sold 25,975 shares at a weighted average price of $2.05 per share. A footnote explains the sale was made to cover tax withholding obligations arising from the settlement of restricted stock units, indicating this was a tax-related transaction rather than a discretionary portfolio change. After this sale, Celano directly holds 102,383 shares of Stardust Power common stock.

Insider Trade Summary

Net Seller: 25,975 shares ($53,249)

Net Sell 1 txn

Insider Celano Chris Edward

Role Chief Operating Officer

Sold 25,975 shs ($53K)

Type	Security	Shares	Price	Value
Sale	Common Stock	25,975	$2.05	$53K

Holdings After Transaction: Common Stock — 102,383 shares (Direct, null)

Footnotes (1)

1. Sale of shares to cover tax withholding obligation incurred upon settlement of restricted stock units. The price reported is a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $2.05 to $2.07, inclusive. The undersigned undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Key Figures

Shares sold: 25,975 shares Average sale price: $2.05 per share Post-transaction holdings: 102,383 shares +1 more

4 metrics

Shares sold 25,975 shares Common Stock sale on May 19, 2026

Average sale price $2.05 per share Weighted average price for 25,975-share sale

Post-transaction holdings 102,383 shares Direct ownership after the sale

Price range $2.05–$2.07 per share Range of prices for individual sale trades

Key Terms

restricted stock units, weighted average sale price, open-market sale

3 terms

restricted stock units financial

"tax withholding obligation incurred upon settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average sale price financial

"The price reported is a weighted average sale price per share."

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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^*

Celano Chris Edward

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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	05/19/2026		S(1)		25,975	D	$2.05(2)	102,383	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. Sale of shares to cover tax withholding obligation incurred upon settlement of restricted stock units.

2. The price reported is a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $2.05 to $2.07, inclusive. The undersigned undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Udaychandra Devasper, as attorney in fact for Chris Edward Celano	05/21/2026
	** 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 insider transaction did Stardust Power (SDST) COO Chris Celano report?

Stardust Power COO Chris Edward Celano reported selling 25,975 shares of common stock. The sale occurred on May 19, 2026, and was executed as an open-market transaction to satisfy tax withholding obligations from restricted stock unit settlement.

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

Chris Celano sold 25,975 shares of Stardust Power common stock at a weighted average price of $2.05 per share. A footnote notes individual trades occurred between $2.05 and $2.07, with full price breakdowns available on request to the issuer or regulators.

Why did the Stardust Power (SDST) COO sell 25,975 shares?

The filing states the shares were sold to cover tax withholding obligations from the settlement of restricted stock units. This means the transaction was driven by tax requirements connected to equity compensation, not described as a discretionary sale for portfolio or liquidity reasons.

How many Stardust Power (SDST) shares does the COO hold after the sale?

Following the May 19, 2026 transaction, Chris Celano directly owns 102,383 shares of Stardust Power common stock. This figure reflects his remaining position after selling 25,975 shares to satisfy tax withholding obligations tied to restricted stock unit settlement.

Was the Stardust Power (SDST) COO sale a tax-withholding transaction?

Yes. A footnote explains the 25,975-share sale was specifically to cover tax withholding obligations incurred upon settlement of restricted stock units. Such transactions are typically mechanical for tax purposes rather than signaling an intentional change in investment stance.