SCHEDULE 13D/A: Stardust Power CEO Roshen Pujari Amends 13D Filing, Discloses Share Transfers and Tax-Related Sales

Roshen Pujari, CEO of Stardust Power Inc., has filed an Amendment No. 2 to his Schedule 13D, reporting a decrease in his beneficial ownership of the company's common stock due to transfers to a trust and limited partners, and a sale to cover tax obligations.

Summary

• Roshen Pujari, Chief Executive Officer of Stardust Power Inc., filed an Amendment No. 2 to his Schedule 13D, originally filed on July 15, 2024.
• Mr. Pujari beneficially owns 26,394,284 shares of Stardust Power Inc. Common Stock.
• This ownership represents 43.9% of the 60,160,804 shares of Common Stock outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q.
• On April 16, 2025, Mr. Pujari transferred 1,500,000 shares of Common Stock for no consideration to an irrevocable trust for the benefit of his child.
• On April 17, 2025, he transferred an additional 1,380,000 shares of Common Stock for no consideration to the same irrevocable trust.
• On June 16, 2025, Mr. Pujari sold 9,350 shares of Common Stock to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units, executed under a Rule 10b5-1 trading plan adopted on November 29, 2024.
• On June 18, 2025, he transferred 103,817 shares of Common Stock, previously held by Vikasa Clean Energy I L.P. (beneficially owned by him), for no additional consideration, to certain limited partners.
• Following these transactions, Mr. Pujari has ceased to have voting or dispositive power over the transferred shares and specifically disclaims beneficial ownership thereof.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a decrease in beneficial ownership, the reasons provided (estate planning, tax obligations via a Rule 10b5-1 plan) are non-discretionary and common for executives, not indicative of a negative outlook on the company. The transparency of the filing is positive.

Positives

• The sale of 9,350 shares was explicitly stated to be for tax withholding obligations related to RSU vesting and was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a non-discretionary transaction rather than a market-driven sale based on a negative outlook.
• Transfers to an irrevocable trust for a child are common estate planning activities, which do not necessarily reflect a negative view on the company's future.

Negatives

• A decrease in beneficial ownership by a CEO, even if for personal reasons, could be perceived by some investors as a reduction in direct alignment with shareholder interests, although the reasons provided mitigate this concern.

Risks

• While the document does not detail specific business risks, a significant reduction in insider ownership, even for personal reasons, can sometimes be misinterpreted by the market, potentially leading to unwarranted negative sentiment.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future operations, financial performance, or strategic direction. It solely focuses on changes in the beneficial ownership of the reporting person.

Industry Context

This filing is specific to an individual's beneficial ownership changes and does not provide information on broader industry trends, competitive landscape, or the company's operational performance. It reflects personal financial planning and tax obligations of a key executive within the context of their holdings in Stardust Power Inc.

Comparison to Industry Standards

• This document details changes in an individual's beneficial ownership, which is not directly comparable to industry-wide financial performance benchmarks or specific company projects.
• The transactions described, such as transfers for estate planning and sales for tax obligations, are common personal financial activities for executives across various industries and do not reflect the company's operational or financial standing relative to its peers.

Related Party Transactions

• The transfers of 1,500,000 shares on April 16, 2025, and 1,380,000 shares on April 17, 2025, to an irrevocable trust for the benefit of the Reporting Person's child can be considered related party transactions, as they involve a direct family member.

Stakeholder Impact

• Shareholders: The decrease in the CEO's direct beneficial ownership might be viewed with slight concern by some, though the reasons provided (estate planning, tax obligations) mitigate negative interpretations. The CEO retains a substantial 43.9% stake, maintaining significant alignment.
• Employees: No direct impact on employees is mentioned or implied by this filing.
• Customers: No direct impact on customers is mentioned or implied by this filing.
• Suppliers: No direct impact on suppliers is mentioned or implied by this filing.
• Creditors: No direct impact on creditors is mentioned or implied by this filing.

Next Steps

• The document does not outline any specific future actions, events, or milestones for the company or the reporting person beyond the completion of the reported transactions.

Key Dates

Recommendation

Keywords

Stardust Power Inc., Roshen Pujari, Schedule 13D, Beneficial Ownership, Common Stock, Insider Trading, Share Transfer, Tax Withholding, Restricted Stock Units, Rule 10b5-1 Plan, Corporate Governance, SEC Filing