Form 4: Atomera CTO Sells Shares for Tax Obligations

Atomera Inc.'s Chief Technology Officer, Robert J. Mears, sold 3,614 shares of common stock on December 1, 2025, to cover tax withholding obligations related to restricted stock vesting.

Summary

• Robert J. Mears, Chief Technology Officer of Atomera Inc. (ATOM), executed a series of sales of common stock on December 1, 2025.
• A total of 3,614 shares were sold across four separate transactions (784, 904, 1,540, and 386 shares).
• Each share was sold at a price of $2.39.
• The sales were conducted to cover tax withholding obligations associated with the vesting of previously reported restricted stock grants.
• These transactions were made pursuant to a Rule 10b5-1(c)(1)(ii)(D)(3) plan, indicating a pre-arranged, non-discretionary 'sell to cover' strategy.
• Following these transactions, Robert J. Mears directly beneficially owns 186,062 shares of common stock.
• Additionally, 2,666 shares are indirectly beneficially owned by his spouse.

Sentiment

Score: 5

Explanation: The transaction is a non-discretionary 'sell to cover' sale to satisfy tax withholding obligations upon restricted stock vesting, which is a routine event and does not reflect a change in management's sentiment towards the company or its future prospects.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The sale represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock grants that were previously reported.
• This sale is to satisfy mandatory non-discretionary tax withholding obligations by a 'sell to cover' transaction pursuant to Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act.

Industry Context

Insider transactions, particularly 'sell to cover' sales for tax obligations, are common and routine events for executives in publicly traded companies across all industries. This specific filing does not indicate any broader industry trends or competitive shifts.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes and represents a small percentage of the company's outstanding shares. It does not signal a change in the insider's confidence or the company's fundamentals.

Key Dates

Recommendation

The filing details a routine 'sell to cover' transaction by a company officer to satisfy tax obligations upon restricted stock vesting. This is a non-discretionary sale and does not indicate any change in the company's fundamentals or the officer's long-term view, thus not warranting a change in investment recommendation.

Keywords

Atomera Inc, ATOM, Form 4, Insider Trading, Stock Sale, CTO, Robert J. Mears, Restricted Stock, Tax Withholding, 10b5-1 Plan