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Actuate Therapeutics CEO buys 140,844 shares

The public-offering purchase included one detachable warrant for every two common shares acquired.

(High)

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Form Type
4

Rhea-AI Filing Summary

Actuate Therapeutics, Inc. (ACTU) President, CEO and Director Daniel M. Schmitt reported purchasing 140,844 common shares at $0.355 per share on October 28, 2026, in connection with the issuer’s public offering. He also acquired 70,422 detachable warrants. His direct common-stock holdings following the transaction were 442,560 shares. Separately, The Schmitt Family Irrevocable Trust held 564,071 shares; The Andrew Schmitt, The Anna Schmitt and The Edward Schmitt Irrevocable Trusts each held 22,223 shares. No Rule 10b5-1 plan is reported.

Insights

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Insider SCHMITT DANIEL M
Role President, CEO and Director
Bought 211,266 shs ($50K)
Type Security Shares Price Value
Purchase Warrant to Purchase Common Stock F2 70,422 $0.00 $0.00
Purchase Common Stock F1 140,844 $0.355 $50K
holding Common Stock F3 -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5 -- -- --
holding Common Stock F6 -- -- --
Holdings After Transaction: Warrant to Purchase Common Stock — 70,422 contracts (Direct); Common Stock — 442,560 shares (Direct); Common Stock — 564,071 shares (Indirect, By The Schmitt Family Irrevocable Trust, dated December 31, 2019); Common Stock — 22,223 shares (Indirect, By The Andrew Schmitt Irrevocable Trust, dated December 31, 2019); Common Stock — 22,223 shares (Indirect, By The Anna Schmitt Irrevocable Trust, dated December 31, 2019); Common Stock — 22,223 shares (Indirect, By The Edward Schmitt Irrevocable Trust, dated December 31, 2019)
Footnotes (6)
  1. F1. Represents shares of common stock purchased on October 28, 2026 in connection with Issuers public offering.
  2. F2. Represents detachable warrants acquired on October 28, 2026 in connection with Issuers public offering. For every two shares of common stock acquired in connection with the public offering, one detachable warrant was issued for no additional consideration. The warrant is immediately exercisable and expires 5 years from this issuance date.
  3. F3. Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust").
  4. F4. Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
  5. F5. Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
  6. F6. Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
Common shares purchased 140,844 shares October 28, 2026
Purchase price $0.355 per share Common shares purchased in connection with the public offering
Detachable warrants acquired 70,422 warrants October 28, 2026
Warrant exercise price $0.45 per share Warrants expire October 28, 2031
Direct common shares following transaction 442,560 shares Daniel M. Schmitt’s reported direct holdings
Schmitt Family Irrevocable Trust shares 564,071 shares Shares held by the trust
Shares in each of three Schmitt Irrevocable Trusts 22,223 shares Each of the Andrew, Anna and Edward Schmitt Irrevocable Trusts
detachable warrants financial
"one detachable warrant was issued"
Detachable warrants are stand-alone rights that can be separated from another security (like a bond or preferred share) and traded on their own; each warrant gives the holder the option to buy the issuer’s stock at a set price before a deadline. They matter to investors because they offer a low-cost, time-limited way to gain potential upside like a lottery ticket while remaining tradable independently—which affects a company’s future share count and can change investment value and dilution expectations.
immediately exercisable financial
"The warrant is immediately exercisable"
public offering financial
"in connection with Issuers public offering"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
Irrevocable Trust financial
"The Schmitt Family Irrevocable Trust"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ACTU shares did Daniel M. Schmitt purchase, and at what price?

Daniel M. Schmitt purchased 140,844 common shares at $0.355 per share on October 28, 2026, in connection with Actuate Therapeutics’ public offering. No Rule 10b5-1 plan is reported.

What warrant terms did Daniel M. Schmitt report for ACTU?

He acquired 70,422 detachable warrants for no additional consideration; one warrant was issued for every two common shares acquired. The warrants are immediately exercisable at $0.45 per share and expire October 28, 2031.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SCHMITT DANIEL M

(Last)(First)(Middle)
C/O ACTUATE THERAPEUTICS, INC.
1751 RIVER RUN, SUITE 400

(Street)
FORT WORTH TEXAS 76107

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President, CEO and Director
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock10/28/2026P140,844(1)A$0.355442,560D
Common Stock564,071IBy The Schmitt Family Irrevocable Trust, dated December 31, 2019(3)
Common Stock22,223IBy The Andrew Schmitt Irrevocable Trust, dated December 31, 2019(4)
Common Stock22,223IBy The Anna Schmitt Irrevocable Trust, dated December 31, 2019(5)
Common Stock22,223IBy The Edward Schmitt Irrevocable Trust, dated December 31, 2019(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant to Purchase Common Stock$0.4510/28/2026P70,42210/28/202610/28/2031Common Stock70,422$0(2)70,422D
Explanation of Responses:
1. Represents shares of common stock purchased on October 28, 2026 in connection with Issuers public offering.
2. Represents detachable warrants acquired on October 28, 2026 in connection with Issuers public offering. For every two shares of common stock acquired in connection with the public offering, one detachable warrant was issued for no additional consideration. The warrant is immediately exercisable and expires 5 years from this issuance date.
3. Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust").
4. Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
5. Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
6. Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
/s/ Paul Lytle, Attorney-in-Fact10/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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