[Form 4] Fluent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Matthew Conlin, a director, 10% owner and Chief Customer Officer of Fluent, Inc. (FLNT), reported acquisitions on 08/19/2025 of both pre-funded warrants and warrants tied to the company's common stock. The filing shows 85,714 pre-funded warrants and 85,714 warrants acquired directly, plus 57,143 pre-funded warrants and 57,143 warrants held indirectly by the Conlin Family Foundation Trust, for a combined underlying common share exposure of 285,714 shares. Pre-funded warrants carry a $0.0005 price and terminate upon full exercise; warrants carry a $2.21 exercise price and expire 02/20/2031. Both instrument types become immediately exercisable after stockholder approval of the offering. The report is signed 08/21/2025.

Positive

• Insider participation: Reporting person acquired a combined 285,714 underlying-share-equivalent in pre-funded warrants and warrants, indicating executive involvement in the offering.
• Transparent terms disclosed: Filing specifies prices ($0.0005 for pre-funded warrants, $2.21 for warrants), exercisability condition (stockholder approval) and warrant expiration (02/20/2031), aiding investor clarity.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider-acquired warrants and pre-funded warrants increase potential future share supply but show executive participation in the offering.

The Form 4 documents acquisitions of both pre-funded warrants priced at $0.0005 and standard warrants with a $2.21 exercise price, dated 08/19/2025. The instruments cover 285,714 underlying common shares in total and become exercisable upon stockholder approval, creating contingent dilution if exercised. The direct and indirect holdings (via the Conlin Family Foundation Trust) indicate shared voting/disposition rights for a portion of these securities. This is a meaningful insider participation signal while the conversion timing remains contingent on approval.

Corporate Governance Expert

TL;DR: Director and senior officer participation aligns management with the offering but relies on shareholder approval to convert holdings.

Matthew Conlin is reported as a director, 10% owner and Chief Customer Officer, and the Form 4 shows both direct and indirect acquisitions totaling 285,714 underlying shares. The indirect holdings are held by a trust for which he is Co-Trustee and shares voting/disposition rights. The filings clearly disclose the nature, prices, exercisability condition (stockholder approval) and the warrant expiration date of 02/20/2031, providing transparent governance disclosure around potential future dilution.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Conlin Matthew

(Last) (First) (Middle)

C/O FLUENT, INC.

300 VESEY STREET, 9TH FLOOR

(Street)

NEW YORK NY 10282

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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

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 Warrant	$0.0005	08/19/2025		A		85,714		(1)	(2)	Common Stock	85,714	$0.0005	85,714	D
Warrant	$2.21	08/19/2025		A		85,714		(3)	02/20/2031	Common Stock	85,714	$0	85,714	D
Pre-Funded Warrant	$0.0005	08/19/2025		A		57,143		(1)	(2)	Common Stock	57,143	$0.0005	57,143	I	Held by the Conlin Family Foundation Trust(4)
Warrant	$2.21	08/19/2025		A		57,143		(3)	02/20/2031	Common Stock	57,143	$0	57,143	I	Held by the Conlin Family Foundation Trust(4)

Explanation of Responses:

1. The Pre-Funded Warrants will be immediately exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants.

2. The Pre-Funded Warrants will terminate when exercised in full.

3. The Warrants will be immediately exercisable after stockholder approval of the offering of the Warrants.

4. The Reporting Person is the Co-Trustee of the Conlin Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust.

	/s/ Matthew Conlin	08/21/2025
	** 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 did Matthew Conlin report in the FLNT Form 4 filed in August 2025?

He reported acquisitions on 08/19/2025 of pre-funded warrants and warrants totaling a combined underlying exposure of 285,714 shares, with details signed on 08/21/2025.

How many pre-funded warrants and warrants did the reporting person acquire?

The filing shows 85,714 pre-funded warrants and 85,714 warrants acquired directly, plus 57,143 pre-funded warrants and 57,143 warrants held indirectly by the Conlin Family Foundation Trust.

What are the exercise prices and expiration dates disclosed in the Form 4?

Pre-funded warrants are priced at $0.0005; standard warrants have a $2.21 exercise price and expire on 02/20/2031.

Are the warrants immediately exercisable?

The filing states both pre-funded warrants and warrants will be immediately exercisable after stockholder approval of the offering.

Does Matthew Conlin hold any of these securities indirectly?

Yes. 57,143 pre-funded warrants and 57,143 warrants are held by the Conlin Family Foundation Trust, for which he is Co-Trustee and shares voting and disposition rights.