Form 4: Director Sells 280,000 Actuate Therapeutics Shares

Actuate Therapeutics director and 10% owner Todd S. Thomson sold 280,000 shares of common stock at $5.80 per share through a pre-arranged trading plan.

Summary

• Todd S. Thomson, a director and 10% owner of Actuate Therapeutics, Inc. (ACTU), disposed of 280,000 shares of common stock.
• The transaction occurred on January 5, 2026, at a price of $5.80 per share.
• The sale was executed pursuant to a Rule 10b5-1(c) trading plan, indicating it was pre-scheduled.
• Following the transaction, Mr. Thomson's indirect beneficial ownership through Kairos Funds totals 2,354,344 shares.

Sentiment

Score: 4

Explanation: The sale of a significant number of shares by a director and 10% owner, even under a 10b5-1 plan, can be viewed with some caution by the market, potentially indicating a need for liquidity or a rebalancing of personal portfolios. However, the pre-arranged nature mitigates immediate negative interpretation, suggesting it's not based on new, adverse company developments.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating it was pre-scheduled and not necessarily a reaction to recent events or new material non-public information.

Negatives

• A director and 10% owner selling a significant number of shares (280,000) could be perceived negatively by the market, potentially signaling a lack of strong conviction.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes be interpreted by investors as a lack of confidence in the company's near-term prospects, potentially impacting stock price.

Future Outlook

NA

Management Comments

• Each of KVI, Mr. Thomson and Mr. Demetriades disclaims beneficial ownership of the securities of Actuate held directly by the Kairos Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of KVI, Mr. Thomson or Mr. Demetriades is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Industry Context

This filing reports an insider transaction, which is a routine disclosure for publicly traded companies. It does not provide broader industry trends or competitive analysis, focusing solely on the change in beneficial ownership for a specific individual and related entities.

Management Changes

Corporate Governance

Related Party Transactions

• Todd S. Thomson, a director of Actuate Therapeutics, is also the Chief Financial Officer/Chief Operating Officer of Kairos Venture Investments, LLC (KVI), which manages the Kairos Funds (Kairos-Actuate SPV, L.P., Kairos Venture Partners II, L.P., Kairos Venture Opportunities I, L.P., and Kairos SPV Fund, LLC). The indirect beneficial ownership of Actuate shares is held through these Kairos Funds, establishing a related party relationship.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a signal, potentially leading to increased scrutiny of the stock. The 10b5-1 plan mitigates some of the negative sentiment, but the volume of shares sold is notable.
• Management: The transaction highlights the ongoing financial activities of key personnel and associated investment entities, which is standard for public companies.

Key Dates

Recommendation

While the sale of a significant block of shares by a director and 10% owner could be a negative signal, the transaction was executed under a pre-arranged 10b5-1 plan, which suggests it was not based on new, adverse material information. Without additional context on the company's fundamentals, operational performance, or other market factors, a 'hold' recommendation is appropriate, advising investors to monitor future developments rather than making an immediate buy or sell decision based solely on this insider transaction.

Keywords

Actuate Therapeutics, ACTU, Insider Trading, Form 4, Stock Sale, Todd Thomson, Kairos Venture Partners, Director Sale, 10b5-1 Plan