[Form 4] Fluent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fluent, Inc. (FLNT) – Form 4 insider transaction filing dated 07/03/2025

Chief Strategy Officer, Director and ≥10% shareholder Ryan Schulke reported the cashless exercise of three tranches of pre-funded warrants on 06/24/2025 following shareholder approval obtained on 06/18/2025. The warrants, each carrying a de-minimis exercise price of $0.0005, converted into 1,041,123 common shares (259,156 + 551,977 + 229,990). Immediately after conversion the warrants terminated.

Minor share deductions (total 275 shares) were recorded under transaction code “J,” leaving Schulke’s direct ownership at 3,752,082 common shares. Indirect holdings include:

• 332,957 shares – Schulke Inn Family Foundation Trust
• 333,334 shares – RSMC Partners, LLC
• 20,208 shares – Ryan Schulke 2020 GRAT
• 149,690 shares – 2022 Ryan Schulke GRAT

Total reported beneficial ownership equals 4,588,271 shares after the transactions.

The cashless exercise increases the public share count but does not generate material cash proceeds for the company. Nevertheless, the filing signals continued insider exposure to the issuer’s equity and removes warrant overhang created by the outstanding pre-funded instruments.

Insights

Securities Analyst

TL;DR: Insider converted 1.0 M pre-funded warrants, boosting share count yet keeping skin in the game.

The transaction converts low-priced pre-funded warrants into common equity, an event already anticipated once shareholder approval was granted on 06/18/2025. Although the move is technically dilutive, the outstanding warrants were previously reflected in fully-diluted counts, so market impact should be limited. Importantly, Schulke neither sold meaningful stock nor reduced exposure; his total ownership exceeds 4.5 M shares, maintaining alignment with outside investors. No cash hits Fluent’s balance sheet given the nominal $0.0005 exercise price, so the company’s liquidity position is unaffected. Overall, this appears as housekeeping rather than a signal of new fundamental information.

Corporate Governance Expert

TL;DR: Executive increases equity stake, eliminating warrant overhang—shareholder-friendly.

From a governance perspective, converting pre-funded warrants into common stock simplifies the capital structure and removes preferential securities. Schulke’s larger outright shareholding—now 8.6% of the reported 53 M outstanding shares (based solely on this filing’s numbers)—reinforces accountability through ownership. The absence of open-market sales underscores confidence. While dilution exists, it was foreseeable; transparency through timely Form 4 filing is positive. I view the net effect as modestly beneficial for minority shareholders.

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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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)
06/24/2025

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	06/24/2025		M		259,156	A	$0.0005	3,200,320	D
Common Stock	06/24/2025		J(1)		69	D	$0.0005	3,200,251	D
Common Stock	06/24/2025		M		551,977	A	$0.0005	3,752,228	D
Common Stock	06/24/2025		J(1)		146	D	$0.0005	3,752,082	D
Common Stock	06/24/2025		M		229,990	A	$0.0005	333,017	I	Held by The Schulke Inn Family Foundation Trust(2)
Common Stock	06/24/2025		J(1)		60	D	$0.0005	332,957	I	Held by The Schulke Inn Family Foundation Trust(2)
Common Stock								333,334	I	Held by RSMC Partners, LLC(3)
Common Stock								20,208	I	Held by The Ryan Schulke 2020 Grantor Retained Annuity Trust(4)
Common Stock								149,690	I	Held by 2022 Ryan Schulke Grantor Retained Annuity Trust(5)

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	06/24/2025		M			259,156	06/18/2025(6)	(7)	Common Stock	259,156	$0	0	D
Pre-Funded Warrant	$0.0005	06/24/2025		M			551,977	06/18/2025(6)	(7)	Common Stock	551,977	$0	0	D
Pre-Funded Warrant	$0.0005	06/24/2025		M			229,990	06/18/2025(6)	(7)	Common Stock	229,990	$0	0	I	Held by The Schulke Inn Family Foundation Trust(2)

Explanation of Responses:

1. The Reporting Person exercised the pre-funded warrants on a cashless basis.

2. The Reporting Person is the co-trustee of the Schulke Inn Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust.

3. The Reporting Person is a Member of RSMC Partners, LLC.

4. The Reporting Person is the Trustee of The Ryan Schulke 2020 Grantor Retained Annuity Trust.

5. The Reporting Person is the Trustee of the 2022 Ryan Schulke Grantor Retained Annuity Trust.

6. The Pre-Funded Warrants became exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants, which approval was obtained on June 18, 2025.

7. The Pre-Funded Warrants terminated when exercised in full. The Pre-Funded Warrants were exercised on June 24, 2025.

	/s/ Ryan Schulke	07/03/2025
	** 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).
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FAQ

How many shares did Ryan Schulke acquire in the latest Form 4 for FLNT?

He acquired 1,041,123 common shares via cashless warrant exercises on 06/24/2025.

What is Schulke’s total beneficial ownership in Fluent, Inc. after the transaction?

The Form 4 lists 4,588,271 common shares held directly and indirectly.

Were any shares sold in this Form 4 filing for FLNT?

Only 275 shares were dispositioned under code “J”, an immaterial amount relative to acquisitions.

What was the exercise price of the pre-funded warrants converted?

Each warrant was exercisable at a nominal $0.0005 per share price on a cashless basis.

Do the warrant exercises provide cash to Fluent, Inc.?

No. The warrants were exercised on a cashless basis at $0.0005, generating no significant cash proceeds for the company.

When did the warrants become exercisable?

They became exercisable after shareholder approval on 06/18/2025 and were exercised on 06/24/2025.