[Form 4] Fluent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dr. Phillip Frost and Frost Gamma Investments Trust reported transactions in Fluent, Inc. (FLNT). On 09/04/2025 pre-funded warrants with a $0.0005 exercise price were disposed of (571,429 warrants) and converted into 571,429 common shares by immediate exercise, resulting in an additional 571,429 common shares acquired. After the transactions the reporting persons beneficially own 7,294,403 shares (indirectly, held by Frost Gamma Investments Trust) plus 8,334 shares reported separately. The filings state the warrants were immediately exercisable and expired upon full exercise, and clarify the trust/beneficiary ownership structure with Dr. Frost as trustee.

Positive

• Transparent disclosure of the trust/beneficiary ownership chain and disclaimer of beneficial ownership reduces ambiguity
• Pre-funded warrants exercised at a nominal price, converting obligations into equity and simplifying capital structure

Negative

• Share count increased by 571,429 common shares, which may modestly dilute existing shareholders
• Insider conversion increases affiliated-party ownership, potentially concentrating voting power with trust entities

Insights

Securities Analyst

TL;DR: Insider converted pre-funded warrants into common stock, increasing indirect share count by 571,429; ownership structure remains consolidated under trust entities.

The transaction is a routine insider conversion of pre-funded warrants into common shares at a nominal $0.0005 price, executed on 09/04/2025 and reported 09/08/2025. The conversion increased indirect beneficial ownership to 7,294,403 shares, with an additional 8,334 shares noted separately. This is a non-cash capital structure change from warrants to common stock rather than an open-market purchase or sale; it dilutes outstanding warrants but does not itself indicate market selling pressure. The filing includes the required beneficial ownership disclosure and the trust/LP ownership chain.

Corporate Governance Expert

TL;DR: Filing clarifies trustee/beneficiary relationships and records exercise of pre-funded warrants by affiliated trust.

The report provides explicit chain-of-ownership details: Frost Gamma Investments Trust holds the securities, Frost Gamma L.P. is sole beneficiary, and Dr. Frost is trustee and limited partner in affiliated entities. The disclosure includes a standard disclaimer of beneficial ownership except for pecuniary interest. Governance transparency is maintained through the Form 4, showing affiliated-party conversion activity and immediate exercisability of the warrants.

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^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BLVD

(Street)

MIAMI FL 33137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ]

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

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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

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

	Form filed by One Reporting Person
X	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	09/04/2025		J		571,429	A	$0.0005	7,294,403	I	Held by Frost Gamma Investments Trust(1)
Common Stock								8,334	D

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
Pre-Funded Warrants	$0.0005	09/04/2025		D			571,429	08/19/2025(3)	(2)	Common Stock	571,429	$1.75	0	I	Held by Frost Gamma Investments Trust(1)

1. Name and Address of Reporting Person^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BLVD

(Street)

MIAMI FL 33137

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Frost Gamma Investments Trust

(Last) (First) (Middle)

4400 BISCAYNE BLVD

(Street)

MIAMI FL 33137

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole stockholder of Frost-Nevada Corporation. The reporting persons disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

2. The Pre-Funded Warrants expire when exercised in full.

3. The Pre-Funded Warrants were immediately exercisable when issued and were exercised on September 4, 2025.

	/s/ Dr. Phillip Frost, M.D., Trustee	09/08/2025
	/s/ Dr. Phillip Frost, M.D., Individually	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Dr. Phillip Frost report for FLNT on the Form 4?

On 09/04/2025 pre-funded warrants were exercised and converted into 571,429 common shares; the warrants had a $0.0005 price and were immediately exercisable.

How many FLNT shares are beneficially owned after the reported transaction?

The filing reports 7,294,403 shares beneficially owned indirectly by Frost Gamma Investments Trust following the transaction, plus 8,334 shares separately noted.

Who holds the reported FLNT securities and what is the ownership structure?

Securities are held by Frost Gamma Investments Trust; Frost Gamma L.P. is the sole beneficiary, Dr. Phillip Frost is trustee and a limited partner in related entities.

When were the pre-funded warrants exercised and did they expire?

The warrants were exercised on 09/04/2025; the filing states the pre-funded warrants expire when exercised in full and were immediately exercisable when issued.

Does the Form 4 indicate an open-market sale or purchase of FLNT stock?

No. The Form 4 documents exercise/conversion of pre-funded warrants into common stock, not an open-market purchase or sale.