Fluent Director James Geygan maintains 10% stake, receives new RSUs

Rhea-AI Filing Summary

Fluent, Inc. (FLNT) – SEC Form 4 filing dated 06/23/2025

Director and 10% owner James P. Geygan reported two equity movements and updated his derivative positions:

• 39,682 Restricted Stock Units (RSUs) acquired on 06/18/2025 under the 2022 Omnibus Equity Incentive Plan (Code A). The RSUs vest in three equal annual tranches starting 06/18/2026 and were issued at no cost.
• Adjustment of 3,215 common shares (Code J) on 06/23/2025 reflecting accounts that are no longer managed by Global Value Investment Corp. (GVIC). These shares are no longer deemed beneficially owned.

Post-transaction beneficial ownership:

• Direct common stock: 58,281 shares
• Indirect common stock via GVIC-managed accounts: 3,045,870 shares
• Derivative holdings: 22,732 warrants/pre-funded warrants held directly and 134,118 held indirectly. Pre-Funded Warrants (exercise price $0.0005) and Warrants (exercise price $2.20) become exercisable only after shareholder approval; standard warrants expire three years after issuance.

The filing reaffirms Geygan’s substantial stake—roughly 3.1 million shares—while signaling continued alignment through new RSUs. The share reduction is immaterial (<0.1%) to his overall position. No cash transaction occurred; therefore, immediate cash flow effects on FLNT are negligible.

Positive

• Insider alignment: Director received 39,682 RSUs, reinforcing long-term commitment.
• Substantial ownership maintained: Geygan continues to control about 3.1 million shares, showing confidence in FLNT.

Negative

• Potential dilution overhang: 156,850 warrants/pre-funded warrants could expand share count once shareholder approval is obtained.

Insights

Equity Research Analyst

TL;DR – Small insider award, position largely intact; neutral impact.

Insider activity shows incremental alignment rather than fresh capital commitment. The RSU grant (39.7k units) represents less than 1.5% of Geygan’s indirect ownership and vests over three years—typical board compensation, mildly positive for governance. The 3,215-share removal is administrative and quantitatively immaterial. Warrant terms require future shareholder approval, introducing no immediate dilution. Overall, the filing neither alters the intrinsic value case nor sends a strong signal on near-term share price direction.

Corporate Governance Specialist

TL;DR – Standard equity grant; confirms robust insider stake.

Board compensation via RSUs sustains long-term incentive alignment, a governance positive. The director retains control over ~3 million shares (≈ 10%+ of float), indicating confidence and influence in strategic decisions. Code J adjustment underscores proper reporting discipline. Because derivative warrants hinge on shareholder approval, governance processes remain intact. Net effect: neutral-to-slightly-positive perception with no red flags.

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^*

GEYGAN JAMES

(Last) (First) (Middle)

300 VESEY SREET

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
	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	58,281	D
Common Stock	06/23/2025		J		3,215	D	(2)	3,045,870	I	By Global Value Investment Corporation(3)

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							(4)	(5)	Common Stock	11,366		11,366	D
Warrants	$2.2							(6)	(7)	Common Stock	11,366		11,366	D
Pre-Funded Warrants	$0.0005							(4)	(5)	Common Stock	67,059		67,059	I	By Global Value Investment Corporation(3)
Warrants	$2.2							(6)	(7)	Common Stock	67,059		11,366	I	By Global Value Investment Corporation(3)

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. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, subject to accelerated vesting in certain circumstances.

2. As of June 23, 2025, certain separately managed accounts terminated their relationship with, and are no longer advised by, Global Value Investment Corporation. The positions held in such accounts are therefore no longer included herein.

3. These securities are held in one or more accounts managed indirectly by Global Value Investment Corporation or its subsidiary or its affiliated persons/entities (collectively, "GVIC"). The reporting person is the CEO and President of GVIC. These securities may be deemed to be beneficially owned by GVIC because it serves as the investment manager and/or investment advisor to separately managed accounts, investment partnerships, and/or individuals, and by the reporting person because he exercises significant managerial control over GVIC. The reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest, if any, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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

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

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

7. The Warrants will expire three years from the date of issuance.

	James P. Geygan	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 Fluent (FLNT) shares does James Geygan now own?

After the reported transactions he holds 58,281 shares directly and 3,045,870 shares indirectly via GVIC-managed accounts.

What was the size of the new RSU grant to the FLNT director?

He received 39,682 restricted stock units on 06/18/2025, vesting in three equal annual installments.

Why were 3,215 FLNT shares removed from the insider’s report?

They related to accounts that ended their advisory relationship with GVIC; therefore, the shares are no longer deemed beneficially owned.

When can the reported warrants on FLNT be exercised?

Both the $0.0005 pre-funded warrants and $2.20 warrants become exercisable after shareholder approval; standard warrants expire three years after issuance.

Does this Form 4 signal buying or selling pressure for FLNT stock?

The RSU award is non-cash and the share removal is administrative; thus, no immediate buying or selling pressure is implied.