Fluent (FLNT) CSO exercises 655,895 pre-funded warrants into common stock

Rhea-AI Filing Summary

Fluent, Inc. director and Chief Strategy Officer Ryan Schulke reported exercising pre-funded warrants for a total of 655,895 shares of common stock on a cashless basis. The warrants carried an exercise price of $0.0005 per share and were fully exercised and terminated.

Schulke also reports significant indirect holdings, including 149,690 shares held by the 2022 Ryan Schulke Grantor Retained Annuity Trust, 20,208 shares held by The Ryan Schulke 2020 Grantor Retained Annuity Trust, 333,334 shares held by RSMC Partners, LLC, and 592,044 shares held by The Schulke Inn Family Foundation Trust. These entities reflect his roles as trustee, co‑trustee, or member as described in the filing footnotes.

Insider Trade Summary

655,895 shares exercised/converted

Mixed 10 txns

Insider Schulke Ryan

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Exercise	Pre-Funded Warrant	227,324	$0.00	--
Exercise	Pre-Funded Warrant	428,571	$0.00	--
Exercise	Common Stock	227,324	$0.0005	$113.66
Other	Common Stock	33	$0.00	--
Exercise	Common Stock	428,571	$0.0005	$214.29
Other	Common Stock	63	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Pre-Funded Warrant — 0 shares (Direct, null); Common Stock — 3,725,319 shares (Direct, null); Common Stock — 592,044 shares (Indirect, Held by The Schulke Inn Family Foundation Trust)

Footnotes (1)

1. The Reporting Person exercised the pre-funded warrants on a cashless basis. 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. The Reporting Person is a Member of RSMC Partners, LLC. The Reporting Person is the Trustee of The Ryan Schulke 2020 Grantor Retained Annuity Trust. The Reporting Person is the Trustee of the 2022 Ryan Schulke Grantor Retained Annuity Trust. 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 17, 2026. The pre-funded warrants terminated when exercised in full. The pre-funded warrants were exercised on June 23, 2026.

Key Figures

Common shares from warrant exercise: 655,895 shares Exercise price: $0.0005 per share First warrant block exercised: 428,571 shares +5 more

8 metrics

Common shares from warrant exercise 655,895 shares Total underlying shares from exercised pre-funded warrants

Exercise price $0.0005 per share Exercise price of pre-funded warrants into common stock

First warrant block exercised 428,571 shares Pre-funded warrant converted into common stock

Second warrant block exercised 227,324 shares Pre-funded warrant converted into common stock

Restructuring share amount 96 shares Shares in J-code other acquisition or disposition transactions

Trust holding 2022 GRAT 149,690 shares Common stock held by 2022 Ryan Schulke Grantor Retained Annuity Trust

Trust holding 2020 GRAT 20,208 shares Common stock held by The Ryan Schulke 2020 Grantor Retained Annuity Trust

Family foundation holding 592,044 shares Common stock held by The Schulke Inn Family Foundation Trust

Key Terms

pre-funded warrants, cashless basis, Grantor Retained Annuity Trust, derivative security, +1 more

5 terms

pre-funded warrants financial

"The pre-funded warrants terminated when exercised in full."

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cashless basis financial

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

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Grantor Retained Annuity Trust financial

"Held by 2022 Ryan Schulke Grantor Retained Annuity Trust"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

other acquisition or disposition financial

"transaction_code_description": "Other acquisition or disposition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 05:07 PM Accepted by SEC EDGAR 06/25/2026 - 05:06 PM Learn about SEC filing dates

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 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/23/2026		M		227,324	A	$0.0005	3,725,319	D
Common Stock	06/23/2026		J(1)		33	D	(1)	3,725,286	D
Common Stock	06/23/2026		M		428,571	A	$0.0005	4,153,857	D
Common Stock	06/23/2026		J(1)		63	D	(1)	4,153,794	D
Common Stock								592,044	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	06/23/2026		M			227,324	06/17/2026(6)	(7)	Common Stock	227,324	$0	0	D
Pre-Funded Warrant	$0.0005	06/23/2026		M			428,571	06/17/2026(6)	(7)	Common Stock	428,571	$0	0	D

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 17, 2026.

7. The pre-funded warrants terminated when exercised in full. The pre-funded warrants were exercised on June 23, 2026.

	/s/ Ryan Schulke	06/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Fluent (FLNT) report for Ryan Schulke?

Fluent reported that Ryan Schulke exercised pre-funded warrants into 655,895 common shares. These derivative securities were exercised on a cashless basis at an exercise price of $0.0005 per share and then terminated, removing the warrant position.

How many pre-funded warrants did the Fluent (FLNT) insider exercise?

Ryan Schulke exercised pre-funded warrants covering 655,895 shares of Fluent common stock. This total comes from two warrant positions for 428,571 shares and 227,324 shares, both converted into common shares and then reduced to zero warrant balance.

Were the Fluent (FLNT) pre-funded warrants exercised for cash?

The pre-funded warrants were exercised on a cashless basis, according to the footnotes. Although the warrants had an exercise price of $0.0005 per share, the structure allowed Schulke to receive shares without a traditional cash outlay.

What indirect Fluent (FLNT) holdings are associated with Ryan Schulke?

Indirect holdings include 149,690 shares in the 2022 Ryan Schulke Grantor Retained Annuity Trust, 20,208 shares in the 2020 Grantor Retained Annuity Trust, 333,334 shares held by RSMC Partners, LLC, and 592,044 shares in The Schulke Inn Family Foundation Trust.

What do the "J" code transactions mean in this Fluent (FLNT) Form 4?

The "J" transactions cover 96 shares classified as “other acquisition or disposition.” These are categorized as restructuring-type events rather than open-market buys or sells, and they do not represent typical purchase or sale activity in Fluent stock.

Does Fluent (FLNT) show any remaining pre-funded warrants after this filing?

No remaining pre-funded warrants are shown after these transactions. Both warrant positions list 0.0000 securities following exercise, and the filing notes that the pre-funded warrants terminated once exercised in full on June 23, 2026.