[Form 4] Fluent, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Fluent, Inc. (FLNT) – Form 4 insider transaction

On 18 June 2025 director Barbara Shattuck Kohn received a grant of 39,682 restricted stock units (RSUs) under the company’s 2022 Omnibus Equity Incentive Plan. The RSUs will vest in three equal annual installments beginning 18 June 2026. The award was recorded at a price of $0, confirming it was a compensation grant rather than an open-market purchase or sale.

Following the award, Kohn’s direct beneficial ownership increased to 110,461 common shares. No derivative securities were reported and the filing does not cite a Rule 10b5-1 trading plan. The transaction is routine director compensation and carries limited immediate market impact.

Positive

• Increased equity alignment: The grant lifts the director’s holdings to 110,461 shares, encouraging long-term shareholder alignment.

Negative

• Lack of cash purchase signal: Because the shares were awarded at $0, the transaction does not provide a confidence signal that an out-of-pocket buy would convey.

Insights

Financial Analyst

TL;DR: Routine RSU grant; negligible near-term market impact.

The filing shows a standard equity compensation action: 39,682 RSUs awarded to a non-executive director at nil cost. While the grant raises direct ownership to 110,461 shares, it does not represent an open-market purchase and therefore carries little signaling value about management’s outlook. The three-year vesting schedule promotes longer-term alignment but has no immediate earnings or cash-flow effect. I view the disclosure as neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR: Grant strengthens director alignment; governance-neutral overall.

The RSU award aligns Ms. Kohn’s incentives with shareholders through a staggered vesting structure that encourages board continuity. The size of the grant is modest and in line with peer director compensation, suggesting no governance red flags. Absence of a concurrent sale or 10b5-1 plan means no conflict with insider trading safeguards. Overall effect on governance perception is neutral to slightly positive but not material enough to influence investment decisions.

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^*

SHATTUCK KOHN BARBARA

(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		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	110,461	D

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

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. These RSUs will vest in three equal annual installments, beginning on June 18, 2026.

	/s/ Barbara Shattuck Kohn	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 RSUs did Fluent (FLNT) grant to director Barbara Shattuck Kohn?

She received 39,682 RSUs on 18 June 2025.

When will the RSUs granted to Barbara Shattuck Kohn vest?

They vest in three equal annual installments starting 18 June 2026.

What is Barbara Shattuck Kohn’s total share ownership after the grant?

Her direct beneficial ownership is now 110,461 common shares.

Was the RSU grant part of a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the transaction was executed under a 10b5-1 plan.

Did the transaction involve any cash outlay by the director?

No. The RSUs were awarded at $0 cost as equity compensation.