BIBAUD SCOTT A. 4

What Happened
Scott A. Bibaud, CEO, President and a director of Atomera Inc. (ATOM), was granted three performance-based derivative awards on March 11, 2026 totaling 341,840 underlying shares (170,920 + 85,460 + 85,460). Each grant is reported as an award/acquisition (code A) with an acquisition price of $0.00 (derivative securities). This is a grant of options/awards for compensation/retention rather than an open-market purchase or sale.

Key Details

• Transaction date: 2026-03-11; Form 4 filed: 2026-03-13 (filed within the two-business-day reporting window).
• Grants: 170,920; 85,460; and 85,460 shares (total 341,840) — each reported at $0.00 (derivative award).
• Shares owned after transaction: not specified in the filing.
• Footnotes (vesting and performance conditions):
  • F1 (170,920): First 25% vests Mar 1, 2027; remaining 75% vests in 12 equal quarterly installments thereafter only if the 30‑day average VWAP reaches $20.00 within five years; otherwise none vest.
  • F2 (85,460): Same schedule but $12.50 VWAP threshold.
  • F3 (85,460): Same schedule but $7.50 VWAP threshold.
• Filing timeliness: Reported on 2026-03-13 for a 2026-03-11 transaction — filed within the required two-business-day period.

Context
These awards are performance- and time-based options (derivative securities). Vesting depends both on time (first 25% on Mar 1, 2027, then quarterly) and on achieving specified stock price thresholds over any 30 consecutive trading days within five years; if a threshold isn’t met for a given tranche within five years, that tranche does not vest and terminates. Because this is a grant (not a purchase or sale), it reflects compensation/retention actions rather than an insider buying or selling stock.