[Form 4] Fluent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ryan Schulke, Chief Strategy Officer and Director of Fluent, Inc. (FLNT), reported acquiring pre-funded warrants and warrants tied to 428,571 shares each on 08/19/2025. The pre-funded warrants have a stated price of $0.0005 and represent the right to purchase 428,571 shares of common stock once stockholder approval of the offering is obtained; they terminate when fully exercised. The warrants carry an exercise price of $2.21, cover 428,571 underlying shares and are exercisable only after stockholder approval; they expire on 02/20/2031. The reported holdings after the transactions are 428,571 shares for each instrument, held directly. Schulke is identified as a director, a 10% owner and an officer (Chief Strategy Officer).

Positive

• Significant insider purchase: Reporting person acquired instruments covering 428,571 shares each, indicating direct insider participation.
• Alignment with shareholders: The Chief Strategy Officer and director increasing direct holdings can align management incentives with shareholders.
• Long exercise window for warrants: Warrants expire on 02/20/2031, providing flexibility for future strategic timing of exercise.

Negative

• Conditional exercisability: Both the pre-funded warrants and warrants require stockholder approval before becoming exercisable, delaying conversion to common shares.
• Potential future dilution: If exercised, these instruments would increase share count by 428,571 shares per instrument, diluting existing holders.

Insights

Securities Analyst

TL;DR: Insider acquisitions of pre-funded warrants and warrants for 428,571 shares each signal a material, affirmative stake by a senior executive.

The report shows a significant direct acquisition by a senior executive and board member using two instruments: pre-funded warrants at a nominal price and traditional warrants at a $2.21 strike. Both instruments require stockholder approval before exercisability, which delays immediate conversion into voting common stock. For investors, insider purchases often reflect management confidence, but the ultimate dilution, timing and economic impact depend on whether and when stockholders approve the offerings and whether the warrants are exercised before expiration in 2031.

Corporate Governance Expert

TL;DR: Transaction is governance-relevant because it increases direct insider stake but depends on stockholder approvals to become common shares.

As a director and 10% owner, Schulke's reported acquisition increases his direct economic interest and aligns officer and shareholder incentives. The requirement for stockholder approval to render the instruments exercisable is notable: it preserves current capitalization until approval and could require disclosure at a future meeting. The expiration date for warrants (02/20/2031) gives a long window for potential conversion, which may affect future vote-weight and dilution calculations.

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^*

Schulke Ryan

(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 Strategy 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 Warrants	$0.0005	08/19/2025		A		428,571		(1)	(2)	Common Stock	428,571	$0.0005	428,571	D
Warrants	$2.21	08/19/2025		A		428,571		(3)	02/20/2031	Common Stock	428,571	$0	428,571	D

Explanation of Responses:

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

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

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

	/s/ Ryan Schulke	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).
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FAQ

What did Fluent, Inc. (FLNT) insider Ryan Schulke acquire?

He acquired 428,571 pre-funded warrants (price $0.0005) and 428,571 warrants (exercise price $2.21) tied to common shares.

Are the acquired warrants immediately exercisable into FLNT common stock?

No. Both the pre-funded warrants and the warrants are not exercisable until stockholder approval of the offering is obtained.

How many shares of common stock are underlying the reported instruments?

Each instrument covers 428,571 underlying common shares, for 428,571 shares reported following the transactions.

What is the exercise price of the reported warrants for FLNT?

The reported warrants carry an exercise price of $2.21.

Who is Ryan Schulke in relation to Fluent, Inc.?

He is identified as a Director, a 10% owner, and an officer with the title Chief Strategy Officer.