Shane Smith, President of Forge Battery, Inc. and an officer of Forge Nano Holdings, Inc. (NASDAQ:NANO), filed a Form 4 on October 26, 2026, disclosing the acquisition of stock options and performance stock units with a transaction date of October 22, 2026.

Key Highlights

  • Stock options granted: Smith acquired 284,957 stock options with an exercise price of $2.94, expiring March 29, 2036, held directly.
  • Performance stock units granted: Smith acquired 641,153 performance stock units (PSUs), each representing the right to receive one share of common stock, expiring October 22, 2031, held directly.
  • Options vesting schedule: 25% of the stock options vest on March 31, 2027, with the remaining 75% vesting in 36 substantially equal monthly installments thereafter, subject to continued service.
  • PSU vesting conditions: PSUs vest in thirds 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.
  • Business combination origin: Both the options and PSUs were granted in connection with a business combination between Forge Nano, Inc. and Archimedes Tech SPAC Partners II Co., pursuant to a Merger Agreement dated April 20, 2026.
  • Options plan basis: The stock options were originally granted under the 2017 Equity Incentive Plan of Forge Nano, Inc. and converted into options exercisable for shares of the issuer's common stock upon closing of the business combination.

Smith's Post-Merger Equity Awards at Forge Nano Holdings

According to the filing, Shane Smith, serving as President of Forge Battery, Inc. and an officer of Forge Nano Holdings, Inc., reported two derivative security acquisitions on October 22, 2026. The filing identifies both awards as arising directly from the company's business combination with Archimedes Tech SPAC Partners II Co., completed under the Agreement and Plan of Merger dated April 20, 2026, involving ATII Holdings Inc. (now Forge Nano Holdings, Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC, and Forge Nano, Inc.

The first award consists of 284,957 stock options exercisable for shares of common stock at $2.94 per share, expiring March 29, 2036. The filing states these options were originally granted under the 2017 Equity Incentive Plan of Forge Nano, Inc. and converted in connection with the business combination. Per the filing, 25% vest on March 31, 2027, and the remaining 75% vest in 36 substantially equal monthly installments thereafter, subject to Smith's continued service with the issuer.

The second award is 641,153 performance stock units, each representing a right to receive one share of common stock, expiring October 22, 2031. The filing describes a three-tranche vesting structure: one third vests if the volume-weighted average price (VWAP) of the common stock equals or exceeds $15.00 per share over any 30 trading day period or revenue for the preceding twelve months equals or exceeds $400,000,000; a second third vests at a $20.00 VWAP threshold or $600,000,000 in revenue; and the final third vests at a $25.00 VWAP threshold or $800,000,000 in revenue. All vesting is subject to Smith's continued service through each applicable vesting event, according to the filing.

What Was Disclosed

The filing disclosed that Shane Smith, an officer of Forge Nano Holdings, Inc., acquired 284,957 stock options at $2.94 and 641,153 performance stock units on October 22, 2026, both in connection with the company's merger with Archimedes Tech SPAC Partners II Co.