Actuate Therapeutics (ACTU) CEO RSUs Vest, 120,521 Shares Withheld for Taxes
Rhea-AI Filing Summary
Actuate Therapeutics, Inc. reported equity compensation activity for President, CEO and Director Daniel M. Schmitt on August 14, 2026. A block of 272,056 restricted stock units vested and settled into the same number of common shares, consistent with prior grants. To cover federal and state tax withholding on this settlement, 120,521 shares of common stock were withheld by the company at a per-share value of $1.01. Following these transactions, Schmitt is also shown as trustee for several irrevocable family trusts, including one holding 564,071 common shares and others each holding 22,223 shares, which are reported as indirect ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 151,535 shares
Net Buy
7 txns
Insider
SCHMITT DANIEL M
Role
President, CEO and Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F4, F5 | 272,056 | $0.00 | $0.00 |
| Exercise | Common Stock F3, F4 | 272,056 | $0.00 | $0.00 |
| Tax Withholding | Common Stock F1, F2 | 120,521 | $1.01 | $122K |
| holding | Common Stock F6 | -- | -- | -- |
| holding | Common Stock F7 | -- | -- | -- |
| holding | Common Stock F8 | -- | -- | -- |
| holding | Common Stock F9 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 301,716 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 (9)
- F1. Represents 120,521 shares of common stock withheld by Issuer to satisfy federal and state withholding taxes owed by holder upon the settlement of restricted stock units ("RSUs").
- F2. Represents the closing price of Issuer's common stock on August 14, 2026.
- F3. Represents the issuance of 272,056 shares of common stock from the vesting and settlement of 272,056 RSUs, which number excludes the withholding of 120,521 shares by Issuer to satisfy federal and state withholding taxes due at settlement (see Note 1).
- F4. Each restricted stock unit represents a contingent right to receive one share of common stock.
- F5. 544,111 restricted stock units were granted upon the closing of the issuer's initial public offering on August 14, 2024, of which, 272,055 vested on August 14, 2025 (and settled on February 13, 2026) and 272,056 vested on August 14, 2026.
- F6. Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust").
- F7. Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
- F8. Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
- F9. Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
Key Figures
RSUs vested and settled: 272,056 shares
Shares withheld for taxes: 120,521 shares
Per-share value for tax withholding: $1.01 per share
+3 more
6 metrics
RSUs vested and settled
272,056 shares
RSUs converting into common stock on August 14, 2026
Shares withheld for taxes
120,521 shares
Common stock withheld to satisfy federal and state tax withholding on RSU settlement
Per-share value for tax withholding
$1.01 per share
Closing price of common stock on August 14, 2026 used for tax withholding
Initial RSU grant at IPO
544,111 RSUs
RSUs granted to Daniel Schmitt upon IPO closing on August 14, 2024
Family trust holdings
564,071 shares
Common shares held by The Schmitt Family Irrevocable Trust, reported as indirect ownership
Individual child trust holdings
22,223 shares
Common shares held by each of the Andrew, Anna, and Edward Schmitt Irrevocable Trusts
Key Terms
Restricted Stock Units, withholding taxes, irrevocable trust, initial public offering, +1 more
5 terms
Restricted Stock Units financial
"Represents the issuance of 272,056 shares of common stock from the vesting and settlement of 272,056 RSUs"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
withholding taxes financial
"shares of common stock withheld by Issuer to satisfy federal and state withholding taxes owed"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
irrevocable trust financial
"Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019"
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.
initial public offering financial
"restricted stock units were granted upon the closing of the issuer's initial public offering on August 14, 2024"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Code F financial
"transaction code F indicates payment of tax liability by delivering or withholding securities"
FAQ
What equity award activity did ACTU report for CEO Daniel Schmitt on this Form 4?
ACTU reported that 272,056 restricted stock units vested and settled into common stock for CEO Daniel Schmitt on August 14, 2026, reflecting the scheduled settlement of previously granted RSUs tied to the company’s initial public offering.
What RSU grant history does the ACTU Form 4 disclose for Daniel Schmitt?
The filing notes that 544,111 restricted stock units were granted to Daniel Schmitt upon Actuate’s IPO closing on August 14, 2024; 272,055 RSUs vested on August 14, 2025 and 272,056 RSUs vested on August 14, 2026, aligning with a two-year vesting schedule.
Was the ACTU CEO’s August 2026 transaction described as a market sale or tax withholding?
The Form 4 codes the transaction as Code F and explains that 120,521 shares were withheld by Actuate Therapeutics to pay federal and state withholding taxes on RSU settlement, rather than being described as an open-market sale.
AI-generated analysis. How Rhea-AI works. Not financial advice.
