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Stardust Power Inc. has filed an S-1 to register up to 2,000,000 shares of common stock for resale by B. Riley Principal Capital II, LLC under a committed equity facility. The company is not selling shares in this prospectus and will not receive proceeds from these resales.
Under a February 12, 2026 Purchase Agreement, Stardust Power may later sell B. Riley up to $10 million of stock. Stardust is a development-stage U.S. lithium refinery developer with no revenue and about $64.5 million in accumulated losses from March 16, 2023 through September 30, 2025, and has disclosed substantial doubt about its ability to continue as a going concern.
Stardust Power, Inc. is registering the resale of up to 1,896,998 shares of common stock held by Lind Global Asset Management XIII LLC and B. Riley Principal Capital II LLC. These shares stem from a $4.8 million convertible note, related warrants, and a B. Riley termination agreement.
The company will not receive proceeds from resales, but could receive about $2.4 million if Lind exercises its warrant for cash. Stardust Power is a development-stage lithium refinery business with no revenue to date, cumulative losses of about $64.5 million, and substantial doubt raised about its ability to continue as a going concern.
Stardust Power Inc. filed an S-1 to register the resale of up to 1,896,998 shares of common stock held by Lind Global Asset Management XIII LLC and B. Riley Principal Capital II LLC. The shares include 1,450,000 issuable on conversion or repayment of a $4.8 million Lind convertible note, 411,245 issuable upon exercise of a Lind warrant, and 35,753 B. Riley shares tied to a terminated equity agreement.
The company is not selling shares in this filing and will receive no proceeds from resales, though it would receive about $2.4 million if the Lind warrant is exercised for cash. Stardust Power is a development-stage lithium refinery developer planning a 50,000 tpa battery-grade lithium facility in Oklahoma, has generated no revenue, and reports cumulative losses of about $64.5 million from March 16, 2023 to September 30, 2025, with substantial doubt about its ability to continue as a going concern. As of January 30, 2026, 9,869,558 shares were outstanding, rising to 11,730,803 if all note and warrant shares are issued.
Stardust Power Inc. filed an initial ownership report for executive Bruce Czachor, who serves as GC, CCO and Secretary. As of the event date of 01/26/2026, the filing states that he beneficially owns no securities of Stardust Power Inc.
Stardust Power Inc. appointed Bruce Czachor as General Counsel, Chief Compliance Officer and Secretary, effective January 26, 2026. He brings more than 35 years of legal and corporate experience, including serving as Executive Vice President – Chief Legal Officer and Secretary of Piedmont Lithium Inc.
Under his new employment agreement, Mr. Czachor will receive a base salary of $400,000, a discretionary annual bonus targeted at 75% of base salary with a maximum of 200% of the Target Bonus, and a sign-on award of 40,000 shares of common stock. He is eligible for company benefit plans, expense reimbursement and future equity awards.
The agreement provides severance protections upon certain terminations, including up to 12 months of salary, COBRA premium payments, and full vesting of equity awards, with enhanced cash severance and equity vesting if termination occurs around a change in control. It also includes confidentiality, a one-year non-competition covenant, and other post-termination restrictions.
Stardust Power Inc. reported that it has received an air quality construction permit from the Oklahoma Department of Environmental Quality for its Muskogee lithium carbonate refinery project. This approval is described as the environmental permit required for construction and commissioning of the facility, meaning the project can move forward under state environmental rules. The company disclosed this news via a press release furnished as an exhibit to this report.
Stardust Power Inc. insider activity shows a small sale of common stock linked to tax obligations. On December 15, 2025, the reporting person, who is a director, CEO, chairman and 10% owner, sold 953 shares of common stock at $3.51 per share. The filing notes this sale was made to cover tax withholding from the vesting and settlement of restricted stock units under a Rule 10b5-1 trading plan adopted on November 29, 2024.
After this transaction, the insider held 363,213 shares directly and 1,740,475 shares indirectly through several entities and an individual, reflecting a substantial continuing ownership position in Stardust Power Inc.
Stardust Power Inc. director Charlotte Nanguloshi Nangolo reported selling 6,020 shares of common stock on 12/16/2025. The shares were sold at a weighted average price of $3.437 per share, in multiple transactions within a price range of $3.40 to $3.46. After this transaction, the director beneficially owns 40,002 shares of Stardust Power common stock, held directly. The filing explains that detailed information on the number of shares sold at each individual price within the range is available upon request from the reporting person, the issuer, or the SEC staff.
Stardust Power Inc. Chief Financial Officer reports RSU vesting and related share sale. On December 15, 2025, the CFO converted 8,245 Restricted Stock Units into the same number of common shares as part of a previously granted equity award. These RSUs are part of a total grant of 98,948 RSUs that vest quarterly over three years, beginning July 8, 2024.
On the same date, the CFO sold 3,927 shares of Stardust Power common stock at a weighted average price of $3.4861 per share. The filing explains that these sales were made to cover tax withholding obligations tied to the RSU vesting, under a Rule 10b5-1 trading plan adopted on November 27, 2024. After these transactions, the CFO directly beneficially owns 68,558 common shares and 32,984 RSUs that remain outstanding.