SCHEDULE 13D/A: Stardust Power CTO Adjusts Stake Through Tax-Related Share Sales
Beneficial Ownership Amendment
Stardust Power Inc.'s Chief Technical Officer, Pablo Cortegoso, has reduced his beneficial ownership to 8.322% through non-discretionary 'sell to cover' transactions for tax withholding obligations related to vested Restricted Stock Units.
Summary
- Pablo Cortegoso, Chief Technical Officer of Stardust Power Inc., reported beneficial ownership of 5,006,616 shares of Common Stock.
- This represents 8.322% of the outstanding Common Stock, calculated based on 60,160,804 shares outstanding as of May 13, 2025.
- On June 16, 2025, Cortegoso sold 2,355 shares of Common Stock to cover tax withholding obligations related to the vesting and settlement of Restricted Stock Units (RSUs).
- This sale was executed pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.
- On June 20, 2025, an additional 173,610 shares of Common Stock were sold to cover tax withholding obligations in connection with the delivery of Common Stock.
- These transactions were explicitly stated as 'sell to cover' to satisfy tax withholding and not discretionary sales by the Reporting Person.
Sentiment
Score: 5
Explanation: The document reports routine, non-discretionary 'sell to cover' transactions by an insider for tax purposes, which is a neutral event and does not indicate positive or negative sentiment regarding the company's performance or outlook.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding the company's future operations or financial performance.
Industry Context
This filing is a routine disclosure of a change in beneficial ownership by an insider, specifically related to tax obligations from equity compensation. It does not provide information relevant to broader industry trends or competitive dynamics.
Stakeholder Impact
- Shareholders: The reduction in beneficial ownership by a key executive, while for tax purposes, slightly increases the float of shares available in the market. However, given the non-discretionary nature of the sale, it is unlikely to signal a change in management's confidence.
Key Dates
| Date | Description |
|---|---|
| 2024-07-15 | Original Schedule 13D filing date. |
| 2024-12-13 | Date Rule 10b5-1 trading plan was adopted by Pablo Cortegoso. |
| 2025-05-13 | Date as of which 60,160,804 shares of Common Stock were outstanding, as reported in the Issuer's Form 10-Q. |
| 2025-05-14 | Date Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, was filed with the SEC. |
| 2025-06-16 | Date Pablo Cortegoso sold 2,355 shares of Common Stock to cover tax withholding obligations for RSU vesting. |
| 2025-06-20 | Date of event requiring this Schedule 13D amendment; Pablo Cortegoso sold 173,610 shares of Common Stock to cover tax withholding obligations. |
| 2025-06-23 | Date of signing of this Amendment No. 1 to Schedule 13D. |
Keywords
Stardust Power Inc., Pablo Cortegoso, Schedule 13D, Beneficial Ownership, Common Stock, Restricted Stock Units, RSUs, Sell to Cover, Tax Withholding, SEC Filing, Corporate Governance
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