Michael A. Kleinberg, Chief Financial Officer of Forge Nano Holdings, Inc. (NASDAQ:NANO), filed a Form 4 on October 26, 2026, reporting the acquisition of common stock, stock options, earn-out shares, and performance stock units as of October 22, 2026, in connection with the company's business combination.

Key Highlights

  • Common stock acquired: Kleinberg received 19,719 shares of common stock (par value $0.0001 per share) on October 22, 2026, as consideration for shares of Forge Nano, Inc. common stock in connection with the Business Combination.
  • Stock options reported: Six tranches of stock options with exercise prices ranging from $0.37 to $2.94 per share, covering a combined 915,051 shares, were reported as acquired, all granted under Forge Nano's 2017 Equity Incentive Plan.
  • Earn-out shares: 14,790 earn-out shares were reported, vesting in thirds if the VWAP of the common stock reaches $15.00, $20.00, or $25.00 per share over any 30 trading day period, or if annual revenue reaches $400,000,000, $600,000,000, or $800,000,000, respectively.
  • Performance stock units: Two separate PSU grants totaling 686,291 units (464,386 and 221,905) were reported, each convertible one-for-one into common stock, with the same VWAP and revenue vesting conditions as the earn-out shares.
  • Business Combination context: All reported securities were received in connection with the Agreement and Plan of Merger dated April 20, 2026, among Archimedes Tech SPAC Partners II Co., ATII Holdings Inc. (now Forge Nano Holdings, Inc.), and related merger entities.
  • All holdings held directly: Every security reported is held directly by the reporting person, with no indirect ownership disclosed.

Kleinberg's Post-Business-Combination Securities Position at Forge Nano Holdings

According to the filing, Michael A. Kleinberg, CFO of Forge Nano Holdings, Inc. (NASDAQ:NANO), reported changes in beneficial ownership dated October 22, 2026, the date of earliest transaction. All reported acquisitions are attributed to the closing of the Business Combination pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., ATII Holdings Inc. (formerly known as ATII Holdings Inc., now the issuer), ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano, Inc.

The filing discloses that Kleinberg received 19,719 shares of common stock directly. In Table II, the filing reports six stock option tranches exercisable for common stock, all granted under Forge Nano's 2017 Equity Incentive Plan and now exercisable for shares of the issuer's common stock following the Business Combination closing. The exercise prices are $0.37 (370,444 shares, expiring 02/07/2031), $0.56 (26,358 shares, expiring 04/11/2032), $1.03 (25,076 shares, expiring 03/31/2034), $1.33 (441,597 shares, expiring 12/11/2034), and two tranches at $2.94 covering 17,382 shares (expiring 10/23/2035) and 34,194 shares (expiring 03/29/2036). Vesting schedules vary by tranche, with 25% cliff vesting on dates ranging from April 1, 2025, to March 31, 2027, and the remainder vesting in 36 substantially equal monthly installments, subject to continued service.

The filing also reports 14,790 earn-out shares and two PSU grants of 464,386 and 221,905 units, all expiring 10/22/2031. According to the filing, these vest in thirds upon the VWAP of common stock equaling or exceeding $15.00, $20.00, or $25.00 per share over any 30 trading day period, or upon annual revenue reaching $400,000,000, $600,000,000, or $800,000,000, respectively. The second PSU tranche (221,905 units) is additionally subject to Kleinberg's continued service with the issuer through each applicable vesting event, the filing states.

What Was Disclosed

The filing discloses Michael A. Kleinberg's initial beneficial ownership position in Forge Nano Holdings, Inc. following the October 22, 2026, Business Combination, covering 19,719 common shares, six stock option tranches totaling 915,051 shares, 14,790 earn-out shares, and two PSU grants totaling 686,291 units.