Director Millicent W. Pitts filed a Form 4 with the SEC on October 26, 2026, disclosing the acquisition of common stock and earn-out shares in Forge Nano Holdings, Inc. (NASDAQ:NANO) in connection with the company's business combination that closed on or around October 22, 2026.

Key Highlights

  • Shares acquired: Pitts received 130,282 shares of Common Stock, par value $0.0001 per share, on October 22, 2026, as consideration related to the business combination.
  • Earn-out shares: Pitts also received 97,713 earn-out shares on October 22, 2026, subject to vesting conditions tied to stock price or revenue thresholds.
  • Direct ownership following transactions: Pitts directly holds 130,282 shares of Common Stock and 97,713 earn-out shares following the reported transactions.
  • Business combination basis: The transactions arose from the Agreement and Plan of Merger dated April 20, 2026, among Archimedes Tech SPAC Partners II Co., the issuer (formerly ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano, Inc.
  • Earn-out vesting triggers: The earn-out shares vest in three equal tranches tied to VWAP thresholds of $15.00, $20.00, and $25.00 per share over any 30 trading day period, or revenue thresholds of $400,000,000, $600,000,000, and $800,000,000 for the preceding twelve months, respectively.

Forge Nano Director Receives Merger Consideration and Earn-Out Shares

According to the filing, Millicent W. Pitts, a director of Forge Nano Holdings, Inc. (NASDAQ:NANO), acquired 130,282 shares of Common Stock on October 22, 2026. The filing states these shares were "received as consideration for shares of common stock of Forge Nano, Inc. in connection with the Issuer's business combination" pursuant to the Agreement and Plan of Merger dated April 20, 2026. No price is listed for the common stock acquisition, as it was a non-cash exchange. Following the transaction, Pitts directly holds 130,282 shares of Common Stock.

In addition to the common stock, the filing discloses that Pitts received 97,713 earn-out shares on October 22, 2026, also granted in connection with the business combination. These earn-out shares, which are derivative securities with an expiration date of October 22, 2031, vest in three equal tranches. According to the filing, one-third vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period, or if the issuer's revenue for the preceding twelve months equals or exceeds $400,000,000. The second tranche vests at a VWAP of $20.00 or revenue of $600,000,000, and the third tranche vests at a VWAP of $25.00 or revenue of $800,000,000.

The Form 4 was signed by Michael Kleinberg as attorney-in-fact for Millicent Pitts-DiCicco and filed on October 26, 2026. The filing indicates this was a non-amendment filing by one reporting person, with no foreign trading symbol listed.

What Was Disclosed

Director Millicent W. Pitts reported the acquisition of 130,282 shares of Common Stock and 97,713 earn-out shares of Forge Nano Holdings, Inc. on October 22, 2026, both arising from the company's merger with Forge Nano, Inc. pursuant to the April 20, 2026, Merger Agreement.