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

Stardust Power Inc. CEO Roshen Pujari has filed an amended Schedule 13D, disclosing a reduction in his beneficial ownership of common stock due to tax-related sales and transfers to an irrevocable trust for his child.

Summary

• Roshen Pujari, Chief Executive Officer of Stardust Power Inc., filed Amendment No. 1 to his Schedule 13D, originally filed on July 15, 2024.
• As of the filing, Mr. Pujari beneficially owns 26,737,187 shares of Stardust Power Inc. Common Stock, representing 46.2% of the class.
• This percentage is calculated based on 57,894,974 shares of Common Stock outstanding as of March 24, 2025, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.
• On March 12, 2025, Mr. Pujari sold 11,350 shares of Common Stock to cover tax withholding obligations related to the vesting and settlement of Restricted Stock Units.
• On March 17, 2025, he sold an additional 10,150 shares for the same tax withholding purpose.
• These sales were executed under a Rule 10b5-1 trading plan adopted on November 29, 2024, and are described as 'sell to cover' transactions, not discretionary sales.
• On April 16, 2025, Mr. Pujari transferred 1,500,000 shares of Common Stock to an irrevocable trust for the benefit of his child for no consideration.
• On April 17, 2025, he transferred an additional 1,380,000 shares of Common Stock to the same irrevocable trust for no consideration.
• Following these transfers, Mr. Pujari ceased to have voting or dispositive power over the shares held by the trust and specifically disclaims beneficial ownership of those shares.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. While there is a reduction in the CEO's direct beneficial ownership, the reasons provided (tax obligations and estate planning) are non-discretionary and do not indicate a lack of confidence in the company's future. The CEO still retains a substantial 46.2% stake.

Positives

• The sales of shares were non-discretionary 'sell to cover' transactions to satisfy tax withholding obligations, indicating they were not driven by a lack of confidence in the company.
• The transfers of shares to an irrevocable trust for his child are for estate planning purposes and were made for no consideration, suggesting a long-term family planning strategy rather than a market divestment.

Negatives

• The reduction in the CEO's direct beneficial ownership, even if for non-discretionary reasons, could be perceived by some investors as a slight negative, as it decreases his direct stake in the company.

Future Outlook

NA

Management Comments

• "After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct." Roshen Pujari / Chief Executive Officer

Industry Context

NA

Related Party Transactions

• Transfer of 1,500,000 shares and 1,380,000 shares to an irrevocable trust for the benefit of the Reporting Person's child for no consideration.

Stakeholder Impact

• Shareholders: The reduction in the CEO's direct beneficial ownership, while for non-discretionary reasons, could be viewed with mixed sentiment. Some may see it as a slight dilution of insider alignment, while others may view it as a routine personal financial planning activity.

Key Dates

Recommendation

Keywords

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