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Actuate Therapeutics (ACTU) director receives grant of 15,000 stock options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ACTUATE THERAPEUTICS, INC. director and 10% owner Todd S. Thomson received a grant of stock options covering 15,000 shares of common stock. The options have an exercise price of $2.4200 per share, vest in full on the one-year anniversary of the grant date, and expire on May 21, 2036. Certain funds managed by Kairos Venture Investments, LLC are entitled to an indirect economic interest in these options because Thomson serves on the board as their representative.

Positive

  • None.

Negative

  • None.
Insider THOMSON TODD S
Role null
Type Security Shares Price Value
Grant/Award Stock Options 15,000 $0.00 --
Holdings After Transaction: Stock Options — 15,000 shares (Direct, null)
Footnotes (1)
  1. Options will vest in full on the anniversary of the grant date. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of Kairos Venture Investments, LLC ("KVI"), and serves on the board of directors (the "Board") of Actuate Therapeutics, Inc. ("Actuate"). Mr. Thomson has advised Actuate that he serves on the Board as a representative of certain funds managed and controlled by KVI (the "Kairos Funds") and because Mr. Thomson serves on the Board as a representative of the Kairos Funds, certain of the Kairos Funds have a right to an economic interest in the securities of Actuate granted to Mr. Thomson in respect of his Board position and such Kairos Funds are entitled to an indirect pecuniary interest in such securities, including the Stock Options reported on this Form 4.
Stock options granted 15,000 options Grant to Todd S. Thomson on May 21, 2026
Exercise price $2.4200 per share Strike price for 15,000 stock options
Underlying shares 15,000 shares Common stock underlying the granted options
Total options after grant 15,000 options Total derivative securities following the reported transaction
Expiration date May 21, 2036 Option expiration for the 15,000-stock-option grant
Stock Options financial
"security_title: "Stock Options""
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
grant/award acquisition financial
"transaction_action: "grant/award acquisition""
exercise price financial
"conversion_or_exercise_price: "2.4200""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
pecuniary interest financial
"entitled to an indirect pecuniary interest in such securities"
Kairos Venture Investments, LLC financial
"serves as Chief Financial Officer/Chief Operating Officer of Kairos Venture Investments, LLC"
Form 4 Insider Transactions: What Each Field Means →
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*
THOMSON TODD S
(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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		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
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
Stock Options$2.4205/21/2026A(2)15,000 (1)05/21/2036Common Stock15,000$015,000D(2)
Explanation of Responses:
1. Options will vest in full on the anniversary of the grant date.
2. Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of Kairos Venture Investments, LLC ("KVI"), and serves on the board of directors (the "Board") of Actuate Therapeutics, Inc. ("Actuate"). Mr. Thomson has advised Actuate that he serves on the Board as a representative of certain funds managed and controlled by KVI (the "Kairos Funds") and because Mr. Thomson serves on the Board as a representative of the Kairos Funds, certain of the Kairos Funds have a right to an economic interest in the securities of Actuate granted to Mr. Thomson in respect of his Board position and such Kairos Funds are entitled to an indirect pecuniary interest in such securities, including the Stock Options reported on this Form 4.
/s/ Paul Lytle, Attorney-in-Fact05/22/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ACTU (Actuate Therapeutics) report in this Form 4?

Actuate Therapeutics reported that director and 10% owner Todd S. Thomson received a grant of 15,000 stock options. These options relate to common stock and were awarded as a compensation-related acquisition, not an open-market purchase or sale.

What are the key terms of Todd Thomson’s 15,000 ACTU stock options?

Todd Thomson’s grant covers 15,000 stock options with an exercise price of $2.4200 per share. The options vest in full on the anniversary of the grant date and expire on May 21, 2036, giving a long exercise window.

Does this ACTU Form 4 reflect a stock purchase or sale by Todd Thomson?

No, the Form 4 reflects a grant or award acquisition of 15,000 stock options to Todd Thomson. It is coded as an “A” transaction, meaning a compensation-related award rather than an open-market buy or sell of ACTU common shares.

How many ACTU derivative securities does Todd Thomson hold after this transaction?

Following this transaction, Todd Thomson holds 15,000 stock options as reported in the filing. These options are derivative securities linked to an equal number of underlying common shares, all reflecting direct ownership according to the Form 4 details.

What role does Kairos Venture Investments have in Todd Thomson’s ACTU options?

Footnotes state that Todd Thomson serves as CFO/COO of Kairos Venture Investments and represents Kairos-managed funds on Actuate’s board. Certain Kairos funds have a right to an indirect pecuniary interest in securities granted to him, including these stock options.