Form 4: ACTU CEO Schmitt Reports RSU Vesting, Tax Withholding

ACTUATE THERAPEUTICS CEO Daniel M. Schmitt reported the vesting and settlement of 272,055 restricted stock units, with 121,874 shares withheld for taxes.

Summary

• Daniel M. Schmitt, President, CEO, and Director of ACTUATE THERAPEUTICS, INC. (ACTU), reported changes in beneficial ownership.
• On February 13, 2026, 272,055 restricted stock units (RSUs) vested and settled, resulting in the issuance of 272,055 shares of common stock.
• Concurrently, 121,874 shares of common stock were withheld by the Issuer at a price of $4.33 per share to cover federal and state withholding taxes related to the RSU settlement.
• Following these transactions, Mr. Schmitt directly owns 150,181 shares of common stock.
• He also indirectly beneficially owns 564,071 shares through The Schmitt Family Irrevocable Trust, 22,223 shares through The Andrew Schmitt Irrevocable Trust, 22,223 shares through The Anna Schmitt Irrevocable Trust, and 22,223 shares through The Edward Schmitt Irrevocable Trust, for which he is trustee.
• An additional 272,056 restricted stock units are scheduled to vest on August 14, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine compensation transaction for a key executive. It reflects the planned vesting of equity awards rather than a discretionary buy or sell decision.

Positives

• Vesting of 272,055 restricted stock units indicates a significant portion of executive compensation being realized.
• The direct ownership of 150,181 shares post-transaction, alongside substantial indirect holdings, demonstrates continued alignment of management's interests with shareholders.

Negatives

• The withholding of 121,874 shares for tax purposes reduces the number of shares directly added to the reporting person's beneficial ownership from the RSU settlement, which is a standard practice and not inherently negative.

Future Outlook

The filing indicates that 272,056 restricted stock units are scheduled to vest on August 14, 2026, representing future compensation for the reporting person.

Industry Context

StockSavvy.ai notes that Form 4 filings provide transparency into insider trading activities, which can offer insights into management's confidence and compensation structures. The vesting of RSUs is a common form of executive compensation in the biotechnology and pharmaceutical sectors, aligning executive incentives with long-term company performance.

Comparison to Industry Standards

• The RSU vesting and tax withholding reported are standard practices for executive compensation in publicly traded companies, particularly within the biotech industry.
• While specific RSU grant sizes and vesting schedules vary by company and executive role, the mechanism of settlement and tax handling is consistent with global benchmarks for equity-based compensation.
• No specific comparable companies or projects are detailed in this filing to allow for a direct comparative assessment of the RSU grant size or value.

Related Party Transactions

• The reporting person indirectly holds shares through The Schmitt Family Irrevocable Trust, The Andrew Schmitt Irrevocable Trust, The Anna Schmitt Irrevocable Trust, and The Edward Schmitt Irrevocable Trust, for which he is trustee. These trusts are considered related parties.

Stakeholder Impact

• Shareholders: The vesting of RSUs is a standard component of executive compensation, aligning management's interests with long-term shareholder value. The tax withholding is a routine event.
• Employees: This filing specifically pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's compensation practices.

Next Steps

• The remaining 272,056 restricted stock units are scheduled to vest on August 14, 2026.

Key Dates

Keywords

ACTUATE THERAPEUTICS, ACTU, Form 4, insider transaction, beneficial ownership, restricted stock units, RSU, stock vesting, executive compensation, Daniel M. Schmitt, common stock