Fluent (NASDAQ: FLNT) approves equity participation plan with RSU awards

Rhea-AI Filing Summary

Fluent, Inc. adopted a new Equity Participation Plan that grants cash-settled restricted stock units (RSUs) designed to track the value of its common stock. The plan is intended to create a long-term cash incentive for eligible employees, directors and independent contractors, including named executive officers.

Each RSU generally represents the economic equivalent of one share and will be settled in cash based on the fair market value of the stock on the settlement date, less applicable withholdings. Under the current draft, RSU holders do not receive dividends, other than equitable adjustments for extraordinary dividends.

The Board, acting as plan administrator, can choose participants, determine award sizes, set time-based or performance-based vesting, and define award terms. The Board may amend or terminate the plan at any time, but cannot materially adversely affect outstanding awards without the affected participant’s prior written consent.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 22, 2025

FLUENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37893		77-0688094
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Vesey Street, 9th Floor New York, New York		10282
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 669-7272

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0005 par value per share		FLNT		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 22, 2025, the board of directors (the “Board”) of Fluent, Inc. (the “Company”) approved the Fluent, Inc. Equity Participation Plan (the “Plan”). The purpose of the Plan is to create a cash incentive for certain employees and other service providers to contribute to the long-term success of the Company and its affiliates through the ownership of interests which track the value of shares of the common stock of the Company.  Eligible participants are employees, directors and independent contractors of the Company, including the Company’s named executive officers.

The Plan provides for the grant of restricted stock units (“RSUs”), each of which generally represents the economic equivalent of a share of the Company’s common stock, and which shall be settled by the Company by the payment in cash in an amount equal to the fair market value of a share of common stock (less applicable withholdings) on the settlement date of such RSU.  Under the current draft of the award agreement, except with respect to equitable adjustments in connection with extraordinary dividends, holders of these RSUs will not be entitled to participate in dividends. RSUs granted under the Plan may be subject to time-based and/or performance-based vesting as determined by the Administrator (as defined below) and set forth in the applicable award agreement.

The Plan will be administered by the Board (the “Administrator”), provided that the Board may, in its sole discretion, delegate some of the responsibilities and powers to another person, entity, or governing body, including without limitation, the Compensation Committee of the Board.  The Administrator shall have the exclusive authority to designate the participants to receive RSU awards under the Plan, determine the number of awards to be granted and the number of RSUs applicable to each award, prescribe the form and substance of each award agreement, and make all other decisions and determinations that may be required or that the Administrator deems necessary or advisable to administer the Plan. 

The Board may terminate, amend or modify the Plan at any time in its sole discretion; provided, that no such termination, amendment or modification shall materially adversely affect any award previously granted thereunder without the prior written consent of the applicable participant.  The foregoing description of the Plan is a summary and does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01         Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Fluent, Inc. Equity Participation Plan
10.2		Form of Restricted Stock Unit Agreement
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereinto duly authorized.

	Fluent, Inc.
September 24, 2025	By:	/s/ Donald Patrick
	Name:	Donald Patrick
	Title:	Chief Executive Officer

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FAQ

What did Fluent (FLNT) announce in this 8-K filing?

Fluent announced Board approval of its Equity Participation Plan, which uses restricted stock units that track the value of its common stock. The plan creates a cash-based, long-term incentive for selected employees, directors and independent contractors, including named executive officers, aligning compensation with the company’s share value performance.

Who is eligible to participate in Fluent (FLNT)’s Equity Participation Plan?

Eligible participants include employees, directors and independent contractors of Fluent and its affiliates, specifically including the company’s named executive officers. The Board, acting as administrator, has exclusive authority to designate which individuals receive restricted stock unit awards and how many units each participant is granted under the plan.

How are RSUs under Fluent (FLNT)’s plan settled and valued?

Each restricted stock unit represents the economic equivalent of one share of Fluent common stock. On the settlement date, the company pays cash equal to the fair market value of a share, reduced by required withholdings, providing stock-linked value while settling awards entirely in cash rather than issuing new shares.

Do Fluent (FLNT) RSUs under the plan receive dividends?

Under the current draft award agreement, RSU holders are not entitled to participate in dividends. The only exception is equitable adjustments that may be made in connection with extraordinary dividends, so ordinary dividend payments on Fluent common stock would not flow directly to holders of these restricted stock units.

Who administers Fluent (FLNT)’s Equity Participation Plan and what powers do they have?

Fluent’s Board serves as plan administrator and may delegate responsibilities, including to the Compensation Committee. It can select participants, set award sizes, determine time-based or performance-based vesting, prescribe award agreement terms, and make all decisions it deems necessary or advisable to operate and interpret the plan.

Can Fluent (FLNT) change or terminate its Equity Participation Plan?

The Board may terminate, amend or modify the Equity Participation Plan at any time in its sole discretion. However, any change that would materially adversely affect a previously granted award requires the prior written consent of the impacted participant, protecting existing award holders from unilateral harmful revisions.