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  4. [Form 4] Fluent, Inc. Insider Trading Activity

Fluent, Inc. (FLNT) CFO reports new RSU grants and cash-settled phantom units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Fluent, Inc.’s Chief Financial Officer Ryan MacNab reported compensation-related equity activity involving common stock, restricted stock units (RSUs), and phantom stock units tied to the company’s 2025 Equity Participation Plan. On April 3, 2026, he received grants of 54,000 RSUs and 54,000 phantom stock units, each vesting in three equal annual installments beginning April 1, 2027, subject to continued employment.

On April 1, 2026, 18,666 phantom stock units were exercised and settled for cash, with related mechanics recorded as an exercise of derivative securities into common stock and a corresponding 18,666-share disposition to the issuer. Following these transactions, MacNab directly held 129,334 shares of common stock and 54,000 phantom stock units, reflecting routine compensation and settlement activity rather than open-market trading.

Positive

  • None.

Negative

  • None.

Insights

CFO activity reflects routine equity grants and cash-settled awards, not market trades.

The filing shows Ryan MacNab receiving RSUs and phantom stock units under Fluent’s 2025 Equity Participation Plan. The 54,000-unit grants on April 3, 2026 are standard executive equity awards that vest over three years, aligning compensation with longer-term company performance.

On April 1, 2026, 18,666 phantom stock units were exercised and settled in cash, with common shares recorded as issued and then disposed back to the issuer. No open-market buying or selling occurred, and the CFO’s direct holdings increased to 129,334 shares, indicating primarily administrative and compensation-related movements.

Insider Perfit Ryan MacNab
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Phantom Stock Units 54,000 $0.00 --
Grant/Award Common Stock 54,000 $0.00 --
Exercise Phantom Stock Units 18,666 $0.00 --
Exercise Common Stock 18,666 $0.00 --
Disposition Common Stock 18,666 $3.26 $61K
Grant/Award Phantom Stock Units 56,000 $0.00 --
Grant/Award Common Stock 56,000 $0.00 --
Holdings After Transaction: Phantom Stock Units — 54,000 shares (Direct, null); Common Stock — 129,334 shares (Direct, null)
Footnotes (1)
  1. On October 9, 2025, the Issuer granted the Reporting Person 56,000 restricted stock units ("RSUs") pursuant to the Issuer's 2025 Equity Participation Plan ("2025 EPP"). The RSUs vest in three equal annual installments with the first installment vesting on April 1, 2026, subject to continued employment. Each phantom stock unit was the economic equivalent of one share of the Issuer's common stock. On April 1, 2026, 18,666 of the Reporting Person's phantom stock units were settled for cash. On April 3, 2026, the Issuer granted the Reporting Person 54,000 RSUs pursuant to the Issuer's 2025 EPP. The RSUs vest in three equal annual installments with the first installment vesting on April 1, 2027, subject to continued employment. The grant was made pursuant to the Issuer's 2025 EPP. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock and vest in three equal annual installments with the first installment vesting on April 1, 2026. Each phantom stock unit will be settled in cash in an amount equal to the fair market value of the Issuer's common stock on the vesting date, subject to continued employment. The grant was made pursuant to the Issuer's 2025 EPP. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock and vest in three equal annual installments with the first installment vesting on April 1, 2027. Each phantom stock unit will be settled in cash in an amount equal to the fair market value of the Issuer's common stock on the vesting date, subject to continued employment.
RSUs granted April 3, 2026 54,000 units CFO grant under 2025 Equity Participation Plan
Phantom stock units granted April 3, 2026 54,000 units CFO grant economically equivalent to common stock
Phantom units settled for cash 18,666 units Cash settlement on April 1, 2026
Common shares after latest grant 129,334 shares CFO direct holdings following April 3, 2026 transactions
Phantom units outstanding after transactions 54,000 units Derivative holdings after April 3, 2026 grant
Shares disposed to issuer 18,666 shares Disposition to issuer at $3.26 on April 1, 2026
Restricted stock units ("RSUs") financial
"the Issuer granted the Reporting Person 56,000 restricted stock units ("RSUs") pursuant to the Issuer's 2025 Equity Participation Plan"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Phantom stock units financial
"Each phantom stock unit was the economic equivalent of one share of the Issuer's common stock"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
2025 Equity Participation Plan ("2025 EPP") financial
"pursuant to the Issuer's 2025 Equity Participation Plan ("2025 EPP")"
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Perfit Ryan MacNab
(Last)(First)(Middle)
C/O FLUENT, INC.
300 VESEY STREET, 9TH FLOOR
(Street)
NEW YORK NEW YORK 10282
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock10/09/2025A56,000(1)A$075,334D
Common Stock04/01/2026M18,666A(2)94,000D
Common Stock04/01/2026D18,666D$3.2675,334D
Common Stock04/03/2026A54,000(3)A$0129,334D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(4)10/09/2025A56,000 (4) (4)Common stock56,000(4)56,000D
Phantom Stock Units(2)04/01/2026M18,66604/01/202604/01/2026Common stock18,666(2)37,334D
Phantom Stock Units(5)04/03/2026A54,000 (5) (5)Common stock54,000(5)54,000D
Explanation of Responses:
1. On October 9, 2025, the Issuer granted the Reporting Person 56,000 restricted stock units ("RSUs") pursuant to the Issuer's 2025 Equity Participation Plan ("2025 EPP"). The RSUs vest in three equal annual installments with the first installment vesting on April 1, 2026, subject to continued employment.
2. Each phantom stock unit was the economic equivalent of one share of the Issuer's common stock. On April 1, 2026, 18,666 of the Reporting Person's phantom stock units were settled for cash.
3. On April 3, 2026, the Issuer granted the Reporting Person 54,000 RSUs pursuant to the Issuer's 2025 EPP. The RSUs vest in three equal annual installments with the first installment vesting on April 1, 2027, subject to continued employment.
4. The grant was made pursuant to the Issuer's 2025 EPP. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock and vest in three equal annual installments with the first installment vesting on April 1, 2026. Each phantom stock unit will be settled in cash in an amount equal to the fair market value of the Issuer's common stock on the vesting date, subject to continued employment.
5. The grant was made pursuant to the Issuer's 2025 EPP. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock and vest in three equal annual installments with the first installment vesting on April 1, 2027. Each phantom stock unit will be settled in cash in an amount equal to the fair market value of the Issuer's common stock on the vesting date, subject to continued employment.
/s/ Ryan Perfit06/12/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Fluent (FLNT) grant to its CFO on April 3, 2026?

Fluent granted its CFO 54,000 RSUs and 54,000 phantom stock units. Both awards were issued under the 2025 Equity Participation Plan and vest in three equal annual installments starting April 1, 2027, contingent on continued employment with the company.

How many Fluent (FLNT) shares does CFO Ryan MacNab hold after these Form 4 transactions?

After the reported transactions, the CFO directly holds 129,334 common shares. This figure reflects equity grants and the settlement mechanics around phantom stock units, and represents his direct ownership position disclosed in the filing.

How were Fluent (FLNT) phantom stock units treated in the April 1, 2026 transactions?

On April 1, 2026, 18,666 phantom stock units were exercised and settled in cash. Each unit was economically equivalent to one share of common stock, with related entries showing derivative exercise and a matching disposition of 18,666 common shares back to the issuer.

Are the Fluent (FLNT) CFO’s April 2026 Form 4 transactions open-market purchases or sales?

The reported transactions are compensation-related, not open-market trades. They involve grants of RSUs and phantom stock units and a cash settlement of phantom units, recorded as exercises and dispositions to the issuer rather than market purchases or sales.

What are the vesting terms of the Fluent (FLNT) CFO’s April 3, 2026 RSU grant?

The 54,000 RSUs vest in three equal annual installments. The first installment vests on April 1, 2027, with remaining installments vesting annually thereafter, all subject to the CFO’s continued employment under the 2025 Equity Participation Plan.

How many phantom stock units remain outstanding for the Fluent (FLNT) CFO after the Form 4 events?

Following the reported transactions, 54,000 phantom stock units are shown as outstanding. These awards are economically equivalent to common shares and are scheduled to vest in three equal annual installments beginning April 1, 2027, subject to continued employment.