Every 8-K that Fluent, Inc. (FLNT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow FLNT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FLNT filings page.
Fluent, Inc. reported second quarter 2026 results showing a shift toward its Commerce Media Solutions segment and improving profitability metrics, though the company remains loss-making. Q2 2026 revenue was $48.4 million, up 8% from $44.7 million in Q2 2025, while revenue from aggregate continuing businesses rose 25%. Commerce Media Solutions revenue grew 90% to $30.5 million, representing 63% of consolidated revenue, and carries an annual revenue run rate exceeding $125 million. Consolidated gross profit margin expanded to 29% from 23%, and media margin rose to 36.1% of revenue.
Despite these improvements, Fluent recorded a Q2 2026 net loss of $6.2 million (or $0.20 per share) and a six‑month 2026 net loss of $11.5 million. Adjusted EBITDA loss narrowed to $1.8 million in Q2 and $5.4 million for the first half. Cash and cash equivalents declined to $6.9 million at June 30, 2026, shareholders’ equity fell to $8.1 million, and the company highlights reliance on an uncommitted financing agreement that it states raises substantial doubt about its ability to continue as a going concern. Management continues to expect full‑year 2026 double‑digit revenue growth on aggregate continuing businesses and improved adjusted EBITDA.
Fluent, Inc. is launching a new in-store commerce media product called Fluent In-Store. This offering extends the company’s digital advertising and commerce solutions into physical retail locations by serving targeted, identity-resolved offers on point-of-sale devices after a customer completes payment.
The product is built in partnership with Bilt Technologies, Inc., a rewards and payments network. An initial proof-of-concept deployment is planned at Beyond, Inc. retail locations, with launch targeted for mid-July to August 2026. Additional details are available on the company’s website.
Fluent, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held virtually on June 17, 2026. A total of 24,933,091 shares were represented in person or by proxy out of 29,815,712 common shares outstanding and entitled to vote as of the April 23, 2026 record date.
Stockholders cast votes on the election of director nominees and several other proposals. Each director nominee received over 20.9 million votes "for" versus comparatively small "against" and abstention totals, with approximately 3.83 million broker non-votes reported for each director item.
Fluent, Inc. reported Q1 2026 revenue of $44.9 million, down 19% from $55.2 million in Q1 2025, as it shifts away from legacy operations. Commerce Media Solutions revenue rose 104% to $25.9 million, representing 58% of total revenue, while owned and operated revenue fell 50% to $15.7 million. The company posted a net loss of $5.4 million, or $0.17 per share, improving from an $8.3 million loss, and an adjusted EBITDA loss of $3.6 million. Cash and cash equivalents were $10.3 million against short-term debt of $23.5 million. Fluent highlights a Commerce Media Solutions annual revenue run rate above $110 million and expects full-year double-digit revenue growth on aggregate continuing businesses with adjusted EBITDA improvement, but notes reliance on an uncommitted financing agreement that raises substantial doubt about its ability to continue as a going concern.
Fluent, Inc. reported unaudited Q4 and full-year 2025 results that highlight a strategic shift toward its Commerce Media Solutions business. Q4 2025 revenue was $61.8 million, with full-year 2025 revenue of $208.8 million, down from $254.6 million in 2024.
Commerce Media Solutions drove growth, with Q4 2025 revenue of $34.7 million, up 101% from $17.2 million in Q4 2024 and representing 56% of consolidated revenue. Commerce media annual revenue run rate now exceeds $105 million with a 30% media margin.
Q4 net loss was $4.1 million, while full-year net loss was $27.2 million, modestly improved versus 2024. Adjusted EBITDA turned slightly positive in Q4 at $0.2 million but was negative $9.0 million for 2025. Management expects double-digit consolidated revenue growth on continuing operations and improved adjusted EBITDA in 2026.
Fluent, Inc. disclosed that its indirect subsidiary Inbox Pal, LLC entered into a Membership Interest Purchase Agreement with InsurCo, LLC, under which InsurCo acquired all membership interests of Winopoly, LLC. The aggregate purchase price is $3.0 million, payable to Fluent, LLC through a secured promissory note from the buyer.
The promissory note is backed by a first-priority security interest in substantially all of the buyer’s assets, with limited subordination permitted for future financing. Before closing, Fluent contributed certain business-related assets to Winopoly, while working capital, including pre-closing accounts receivable, was excluded. The agreement includes customary representations, warranties, indemnities, employee-related provisions, data-use restrictions, and mutual releases.
Fluent, Inc. (FLNT) reported that it issued a press release announcing its third quarter 2025 financial results and furnished the release as Exhibit 99.1 to an 8-K. The company noted the information is furnished, not filed, and is not subject to Section 18 liabilities or incorporated by reference into other filings unless specifically referenced.
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.
Fluent, Inc. filed a current report to note that it released its second quarter 2025 financial results. The company stated that, on August 19, 2025, it issued a press release describing its results of operations and financial condition for that quarter.
The press release is furnished as Exhibit 99.1 to the report, while an Inline XBRL cover page file is provided as Exhibit 104. Fluent also clarifies that the information in this report and Exhibit 99.1 is furnished rather than filed, which limits how it is treated under federal securities laws.
Fluent, Inc. (FLNT) completed a private offering and disclosed material terms affecting registration, fees and stockholder approval obligations. The company entered into Purchase Agreements and a Registration Rights Agreement requiring it to file a registration statement covering the sold securities within 30 days of the Effective Date and to have that registration declared effective by the 60th day after the Effective Date (or the 90th day if the SEC conducts a full review). If the company fails to meet those deadlines, it must pay a monthly cash fee equal to 1% of each purchaser's aggregate purchase price (capped at 10% per purchaser) until cured. Benchmark Company, LLC acted as sole placement agent with Kestrel sourcing the deal; fees equal 7.0% of gross proceeds (3.0% for certain pre-existing investors) plus expense reimbursement. Securities were sold unregistered under Section 4(a)(2). The company is also obligated to use reasonable best efforts to obtain Nasdaq stockholder approval within 60 days post-closing and to convene additional meetings until approval is obtained.