Stardust Power COO sells 739 shares for taxes

Stardust Power’s COO sold a small block of shares to cover RSU-related tax withholding and continues to hold over one hundred thousand shares.

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) reported that Chief Operating Officer Chris Edward Celano sold 739 shares of common stock on September 16, 2026 at a weighted-average price of $0.1394 per share. According to the footnote, the sale was made to cover a tax withholding obligation from the settlement of restricted stock units.

After this transaction, Celano directly holds 101,004 shares of Stardust Power common stock. No transactions are reported as being made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Seller: 739 shares

Net Sell 1 txn

Insider Celano Chris Edward

Role Chief Operating Officer

Sold 739 shs ($103.02)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	739	$0.1394	$103.02

Holdings After Transaction: Common Stock — 101,004 shares (Direct)

Footnotes (1)

1. F1. Sale of shares to cover tax withholding obligation incurred upon settlement of restricted stock units.

Key Figures

Shares sold: 739 shares Sale price per share: $0.1394 per share Shares held after transaction: 101,004 shares +1 more

4 metrics

Shares sold 739 shares Common stock sale by COO on September 16, 2026

Sale price per share $0.1394 per share Weighted-average price for the 739 shares sold

Shares held after transaction 101,004 shares Direct common stock holdings by COO after the sale

Net shares sold 739 shares Net reduction in directly held common shares from this Form 4

Key Terms

restricted stock units, tax withholding obligation, Rule 10b5-1

3 terms

restricted stock units financial

"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.

tax withholding obligation financial

"Sale of shares to cover tax withholding obligation incurred"

Rule 10b5-1 regulatory

"No Rule 10b5-1 trading plan is reported for this transaction"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Stardust Power Inc. (SDST) report for its COO?

Stardust Power reported that COO Chris Edward Celano sold 739 shares of common stock on September 16, 2026 at $0.1394 per share in a transaction classified as a sale in the open market or a private transaction.

Why did the Stardust Power (SDST) COO sell 739 shares?

The filing states the 739-share sale was to cover a tax withholding obligation incurred upon settlement of restricted stock units, meaning the shares were sold to satisfy taxes triggered by RSU settlement rather than as a discretionary portfolio sale.

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

After the September 16, 2026 sale, COO Chris Edward Celano directly holds 101,004 shares of Stardust Power common stock, as disclosed in the Form 4 following the reported transaction.

At what price were the Stardust Power (SDST) shares sold by the COO?

The 739 shares of Stardust Power common stock were sold at a weighted-average price of $0.1394 per share, according to the Form 4 transaction data for September 16, 2026.

Was the Stardust Power (SDST) COO’s sale under a Rule 10b5-1 trading plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for this transaction; the document-level checkbox for such a plan is not marked as being in effect.

What type of security did the Stardust Power (SDST) COO sell?

The transaction involved common stock of Stardust Power Inc. A total of 739 shares of common stock were sold to cover tax withholding related to RSU settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:14 PM EDT Accepted by SEC EDGAR 09/17/2026 - 04:13 PM EDT Learn about SEC filing dates

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)
09/16/2026

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	09/16/2026		S(1)		739	D	$0.1394	101,004	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.

	/s/ Udaychandra Devasper, as attorney in fact for Chris Edward Celano	09/17/2026
	** 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)