Actuate Therapeutics (ACTU) CEO reports 272,055-share RSU vesting and tax withholding

Rhea-AI Filing Summary

Actuate Therapeutics, Inc. President and CEO Daniel M. Schmitt reported the vesting and settlement of 272,055 restricted stock units on February 13, 2026, converting into the same number of common shares at $0 per share. To cover federal and state withholding taxes, the issuer withheld 121,874 shares of common stock valued at $4.33 per share, leaving Schmitt with 150,181 directly held common shares and 272,056 RSUs outstanding. He also reports indirect ownership of additional common shares through several irrevocable family trusts for which he serves as trustee.

SEC Form 4

FORM 4

UNITED 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

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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 TX 76107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		M		272,055(3)	A	$0(4)	272,055(3)	D
Common Stock	02/13/2026		F		121,874(1)	D	$4.33(2)	150,181(1)	D
Common Stock								564,071	I	By The Schmitt Family Irrevocable Trust, dated December 31, 2019(6)
Common Stock								22,223	I	By The Andrew Schmitt Irrevocable Trust, dated December 31, 2019(7)
Common Stock								22,223	I	By The Anna Schmitt Irrevocable Trust, dated December 31, 2019(8)
Common Stock								22,223	I	By The Edward Schmitt Irrevocable Trust, dated December 31, 2019(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	02/13/2026		M			272,055	(5)	(5)	Common Stock	272,055	$0(4)	272,056	D

Explanation of Responses:

1. Represents 121,874 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").

2. Represents the closing price of Issuer's common stock on February 13, 2026.

3. Represents the issuance of 272,055 shares of common stock from the vesting and settlement of 272,055 RSUs, which number excludes the withholding of 121,874 shares by Issuer to satisfy federal and state withholding taxes due at settlement (see Note 1).

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. 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 vest on August 14, 2026.

6. Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust").

7. Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.

8. Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.

9. 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-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ACTU CEO Daniel Schmitt report on February 13, 2026?

Daniel Schmitt reported the vesting and settlement of 272,055 restricted stock units, converting into 272,055 shares of common stock at $0 per share. The transaction reflects equity compensation becoming actual shares, not an open-market purchase.

How many Actuate Therapeutics (ACTU) shares were withheld for taxes in this Form 4?

The issuer withheld 121,874 shares of common stock to satisfy federal and state withholding taxes related to the RSU settlement. These shares were valued using the $4.33 closing price on February 13, 2026, and represent a tax-withholding disposition, not a market sale.

How many Actuate Therapeutics (ACTU) shares does Daniel Schmitt own directly after this filing?

After the reported transactions, Daniel Schmitt directly holds 150,181 shares of common stock. In addition, he holds 272,056 restricted stock units that may convert into common shares upon future vesting, reflecting ongoing equity-based compensation from the company.

What is the origin of the 544,111 RSUs granted to ACTU CEO Daniel Schmitt?

Schmitt received 544,111 restricted stock units at the closing of Actuate Therapeutics’ initial public offering on August 14, 2024. Of these, 272,055 vested on August 14, 2025 and settled on February 13, 2026, while 272,056 vest on August 14, 2026.

What indirect Actuate Therapeutics (ACTU) shareholdings does Daniel Schmitt report?

Schmitt reports indirect ownership of common stock through several irrevocable trusts dated December 31, 2019. These include 564,071 shares held by The Schmitt Family Irrevocable Trust and 22,223 shares each held by the Andrew, Anna, and Edward Schmitt Irrevocable Trusts.

Does the ACTU Form 4 indicate an open-market purchase or sale by Daniel Schmitt?

The Form 4 shows a derivative conversion of RSUs into common shares and a tax-withholding disposition of shares at $4.33 per share. It does not report an open-market purchase or sale; activity is tied to equity award vesting and tax obligations.