Form 4: Fluent Inc. Chief Strategy Officer Exercises Pre-Funded Warrants, Significantly Increasing Beneficial Ownership

Fluent Inc.'s Chief Strategy Officer, Ryan Schulke, exercised pre-funded warrants on June 24, 2025, converting them into common stock and substantially increasing his beneficial ownership in the company.

Summary

• Ryan Schulke, Chief Strategy Officer, Director, and 10% Owner of Fluent, Inc. (FLNT), exercised pre-funded warrants on June 24, 2025.
• A total of 811,133 common shares were acquired directly through the exercise of pre-funded warrants at an exercise price of $0.0005 per share.
• An additional 229,990 common shares were acquired indirectly through The Schulke Inn Family Foundation Trust via the exercise of pre-funded warrants at $0.0005 per share.
• The exercises were conducted on a cashless basis, resulting in the disposition of 275 common shares (69, 146, and 60 shares respectively) to cover the exercise.
• Following these transactions, Ryan Schulke's direct beneficial ownership of common stock is 3,752,082 shares.
• Indirect beneficial ownership includes 332,957 shares held by The Schulke Inn Family Foundation Trust, 333,334 shares held by RSMC Partners, LLC, 20,208 shares held by The Ryan Schulke 2020 Grantor Retained Annuity Trust, and 149,690 shares held by the 2022 Ryan Schulke Grantor Retained Annuity Trust.
• The pre-funded warrants became exercisable after stockholder approval of the offering, which was obtained on June 18, 2025, and terminated upon full exercise on June 24, 2025.

Sentiment

Score: 7

Explanation: The document reports an insider increasing their stake in the company through warrant exercises, which is generally viewed as a positive signal of confidence in the company's future.

Positives

• The exercise of pre-funded warrants by a key insider, Ryan Schulke, indicates a significant increase in his beneficial ownership, signaling confidence in Fluent, Inc.'s future prospects.
• The transactions were executed at a nominal exercise price of $0.0005, which is typical for pre-funded warrants, allowing for a substantial increase in shareholding at a low cost.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership is held through The Schulke Inn Family Foundation Trust, where the Reporting Person is a co-trustee with shared voting and disposal rights.
• Indirect beneficial ownership is held through RSMC Partners, LLC, where the Reporting Person is a Member.
• Indirect beneficial ownership is held through The Ryan Schulke 2020 Grantor Retained Annuity Trust, where the Reporting Person is the Trustee.
• Indirect beneficial ownership is held through the 2022 Ryan Schulke Grantor Retained Annuity Trust, where the Reporting Person is the Trustee.

Stakeholder Impact

• Shareholders: The increase in insider ownership may be perceived as a positive signal of management's confidence in the company's value and future performance.

Key Dates

Keywords

Fluent Inc., FLNT, Ryan Schulke, Form 4, Insider Transaction, Beneficial Ownership, Pre-Funded Warrants, Stock Exercise, Corporate Governance