SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mears Robert J

(Last)

(First)

(Middle)

C/O ATOMERA, INC.

750 UNIVERSITY AVENUE, SUITE 280

(Street)

LOS GATOS

95032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Atomera Inc [ ATOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	32,868		⁽¹⁾	03/11/2036	Common Stock	32,868	$0.00	32,868	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	32,868		⁽²⁾	03/11/2036	Common Stock	32,868	$0.00	32,868	D
Performance Stock Option (right to buy)	$5.1	03/11/2026		A	V	65,736		⁽³⁾	03/11/2036	Common Stock	65,736	$0.00	65,736	D

Explanation of Responses:

1. Performance-based grant with vesting based on both Company stock price performance and time. The first 25% vests on March 1, 2027, with the balance vesting in 12 equal quarterly installments thereafter, but only if the average volume-weighted price over any 30 consecutive trading days during the five-year period from the date of grant equals or exceeds $7.50. In the event the $7.50 price threshold is not met within five years from the date of grant, no options will vest and all options will terminate at the end of the five year period.

2. Performance-based grant with vesting based on both Company stock price performance and time. The first 25% vests on March 1, 2027, with the balance vesting in 12 equal quarterly installments thereafter, but only if the average volume-weighted price over any 30 consecutive trading days during the five-year period from the date of grant equals or exceeds $12.50. In the event the $12.50 price threshold is not met within five years from the date of grant, no options will vest and all options will terminate at the end of the five year period.

3. Performance-based grant with vesting based on both Company stock price performance and time. The first 25% vests on March 1, 2027, with the balance vesting in 12 equal quarterly installments thereafter, but only if the average volume-weighted price over any 30 consecutive trading days during the five-year period from the date of grant equals or exceeds $20.00. In the event the $20.00 price threshold is not met within five years from the date of grant, no options will vest and all options will terminate at the end of the five year period.

	By: Mindi Zimmer, as Attorney-in-Fact For: Robert J. Mears	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Chief Technology Officer Mears Robert J