FLNT Form 4: Director Pfenniger Adds 39.7K RSUs to Holdings

Rhea-AI Filing Summary

Fluent, Inc. (FLNT) Form 4 disclosure

Director Richard C. Pfenniger Jr. received 39,682 restricted stock units (RSUs) on 18-Jun-2025 under the company’s 2022 Omnibus Equity Incentive Plan. The award was issued at $0 cost and will vest in three equal annual tranches starting 18-Jun-2026.

After the grant, Pfenniger’s direct beneficial ownership rose to 90,341 common shares. No dispositions, derivative securities, or 10b5-1 trading plan indications were reported.

The filing is a routine insider equity grant that aligns director incentives with shareholder interests but does not, by itself, signal operational or financial changes at Fluent.

Insights

Financial Analyst

TL;DR: Routine RSU grant; minor ownership increase, neutral valuation impact.

The 39,682-share RSU grant modestly raises the director’s stake to 90,341 shares, reinforcing incentive alignment without any cash outlay. Given Fluent’s typical daily volume and market cap, the transaction is immaterial to valuation and earnings forecasts. No buy/sell signal is implied, but ongoing insider accumulation can be interpreted as a neutral-to-slightly constructive governance indicator.

Corporate Governance Specialist

TL;DR: Governance-friendly equity award; no red flags detected.

The RSUs stem from the 2022 Omnibus Plan and feature a standard three-year vesting schedule, promoting long-term board engagement. Absence of a 10b5-1 plan suggests flexibility in future trading windows. Overall, the filing conforms to best practices, poses no dilution concerns, and maintains transparent reporting under Section 16(a).

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
Estimated average burden
hours per response:			0.5

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^*

PFENNIGER RICHARD C JR

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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
Common Stock	06/18/2025		A		39,682(1)	A	$0	90,341	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

Explanation of Responses:

1. On June 18, 2025, the Reporting Person received a grant of 39,682 restricted stock units ("RSUs") under the Issuer's 2022 Omnibus Equity Incentive Plan. These RSUs will vest in three equal annual installments, beginning on June 18, 2026.

	/s/ Richard Pfenniger	06/23/2025
	** 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

How many RSUs did Fluent (FLNT) grant to Director Richard Pfenniger?

The filing reports a grant of 39,682 restricted stock units.

What is the vesting schedule for the newly granted RSUs?

The RSUs vest in three equal annual installments starting 18-Jun-2026.

What is the director's total share ownership after this grant?

Richard Pfenniger now beneficially owns 90,341 common shares of Fluent.

Did the director pay any cash consideration for the RSUs?

No. The RSUs were issued at $0 price, a typical feature of equity incentive plans.

Were any derivative securities or stock sales disclosed in this Form 4?

No derivative securities or share dispositions were reported in the filing.