Actuate Therapeutics (ACTU) CEO reports 272,055-share RSU vesting and tax withholding
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
272,055 shares exercised/converted
Mixed
7 txns
Insider
SCHMITT DANIEL M
Role
President, CEO and Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 272,055 | $0.00 | -- |
| Exercise | Common Stock | 272,055 | $0.00 | -- |
| Tax Withholding | Common Stock | 121,874 | $4.33 | $528K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 272,056 shares (Direct);
Common Stock — 272,055 shares (Direct);
Common Stock — 564,071 shares (Indirect, By The Schmitt Family Irrevocable Trust, dated December 31, 2019)
Footnotes (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"). Represents the closing price of Issuer's common stock on February 13, 2026. 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). Each restricted stock unit represents a contingent right to receive one share of common stock. 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. Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust"). Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee. Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee. Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
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.
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.
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.