SCHEDULE: Frost Increases Fluent Inc. Stake to 24.7%

Phillip Frost, M.D. and Frost Gamma Investments Trust have updated their beneficial ownership in Fluent, Inc. to 24.7% of common stock.

Summary

• Phillip Frost, M.D. and Frost Gamma Investments Trust collectively beneficially own 7,874,166 shares of Fluent, Inc. common stock.
• This aggregate ownership represents 24.7% of the Issuer's common stock, based on 30,287,597 shares outstanding as of November 12, 2025.
• The beneficial ownership includes 66,667 shares underlying a convertible subordinated promissory note dated August 19, 2024.
• It also includes 909,297 shares underlying warrants issued on May 19, 2025, and 571,429 shares underlying warrants issued on August 19, 2025.
• The warrants for 571,429 shares, with an exercise price of $2.21 per share, will become fully exercisable on February 20, 2026.
• The source of funds for the acquisition of securities is the working capital of Frost Gamma Investments Trust.

Sentiment

Score: 6

Explanation: The filing is largely factual and informational, detailing an insider's significant ownership stake. The continued high percentage of ownership by a key individual like Dr. Frost can be viewed positively as a sign of confidence, but the filing itself does not contain new operational or financial performance data to significantly shift sentiment.

Positives

• A significant insider, Phillip Frost, M.D., maintains a substantial ownership stake of 24.7% in Fluent, Inc., indicating continued confidence in the company.
• The upcoming exercisability of warrants on February 20, 2026, could potentially inject additional capital into the company if exercised.

Negatives

• No explicit negatives are detailed in this Schedule 13D amendment, which primarily focuses on beneficial ownership disclosure.

Risks

• The value of the warrants and the underlying common stock is subject to market fluctuations and the company's performance.
• The exercise of warrants could lead to dilution for existing shareholders if new shares are issued.

Future Outlook

Warrants to purchase 571,429 shares of common stock, with an exercise price of $2.21 per share, will become fully exercisable on February 20, 2026.

Industry Context

This filing is an update on a significant insider's ownership stake in Fluent, Inc., a company operating in the digital marketing and advertising technology sector. Such filings are common for major shareholders and do not inherently provide broader industry trends, but a substantial insider stake can signal confidence in the company's future within its industry.

Related Party Transactions

• Phillip Frost, M.D. is the trustee of Frost Gamma Investments Trust, which is the beneficial owner of a significant portion of Fluent, Inc. shares. Dr. Frost also has indirect control over Frost Gamma L.P., Frost Gamma, Inc., and Frost-Nevada Corporation, which are part of the ownership structure of Gamma Trust.

Stakeholder Impact

• Shareholders: The continued significant ownership by Dr. Frost may be viewed as a positive signal of long-term commitment. The future exercise of warrants could lead to dilution but also potentially strengthen the company's capital base.
• Company Management: The substantial insider stake implies a strong alignment of interests between a key shareholder and the company's performance.

Next Steps

• The warrants to purchase 571,429 shares of common stock will become fully exercisable on February 20, 2026.

Key Dates

Recommendation

This Schedule 13D amendment primarily updates beneficial ownership information, confirming a significant insider stake. While a large insider holding can be a positive signal, the filing does not provide new operational or financial performance data to warrant a change in investment recommendation. The upcoming exercisability of warrants is a known event. Therefore, a 'hold' recommendation is appropriate, awaiting further fundamental updates from the company.

Keywords

Fluent Inc., Phillip Frost, Frost Gamma Investments Trust, Schedule 13D, Beneficial Ownership, Common Stock, Warrants, Convertible Note, Insider Ownership