Fluent, Inc. SEC Filings

Fluent, Inc. is asking stockholders to vote at a virtual annual meeting on June 17, 2026. Holders of 29,815,712 common shares as of April 23, 2026 may vote online.

Proposals include electing seven directors, an advisory Say-on-Pay vote on 2025 executive compensation, and ratifying Grant Thornton LLP as auditor for 2026. Stockholders are also asked to approve insider May and August warrants and pre-funded warrants issued under 2025 purchase agreements, a Charter Amendment adding Delaware-permitted officer exculpation, and a Plan Amendment increasing the 2022 Omnibus Equity Incentive Plan reserve to 5,566,666 shares from 3,666,666 shares. An adjournment proposal would allow extra time to solicit votes if needed. The Board unanimously recommends voting “FOR” all director nominees and each proposal.

Fluent, Inc. filed an amended annual report to add full Part III disclosures on directors, executive compensation, ownership and governance, and to include updated Sarbanes-Oxley Section 302 certifications. The filing describes a largely independent board with standing audit, compensation, and governance committees.

For 2025, CEO Donald Patrick’s total compensation was $1,509,212, driven mainly by performance share units, while the company reported a net loss of $27.2 million and a year-end total shareholder return value of 36.7 on a hypothetical $100 investment. Co-founders Ryan Schulke and Matthew Conlin beneficially own 15.86% and 11.88% of common stock, respectively, and all directors and executive officers as a group hold 38.4%. The report also details director fees and RSU grants, equity plan capacity, and confirms there are no material related party transactions.

Fluent, Inc. is soliciting proxies for its virtual 2026 Annual Meeting of Stockholders to be held June 17, 2026 at 11:00 a.m. Eastern Time. Stockholders will vote to elect seven directors and on advisory approval of 2025 executive compensation, auditor ratification, approval of multiple warrant issuances to certain directors/officers, a proposed charter amendment to exculpate officers, an increase to the Company’s equity incentive plan, and an adjournment proposal. The board recommends a "FOR" vote on each proposal. The meeting materials and 2025 Annual Report will be furnished via the Internet; holders of record as of the record date may vote using a 16-digit control number through the virtual meeting platform.

Fluent, Inc. files its annual report describing a digital advertising business built around commerce media solutions and owned-and-operated rewards sites. The company warns there is substantial doubt about its ability to continue as a going concern, citing declining registration volumes, regulatory constraints, and financing dependence.

Fluent is shifting focus toward its growing Commerce Media Solutions segment, which embeds post-transaction ad units on partner e‑commerce and media properties, while having sold its Call Solutions business on January 31, 2026. It also highlights heavy exposure to gaming advertisers, intense competition, and tightening data privacy and telemarketing rules.

Global Value Investment Corp. (GVIC), a 10% owner of Fluent, Inc., reported open-market purchases of Common Stock. GVIC bought 65,148 shares on March 13, 2026 at a weighted average price of $3.4712 and 17,207 shares on March 12, 2026 at $3.4858, totaling 82,355 shares. After these trades, GVIC indirectly holds 3,089,676 Common shares and there are 9,385 shares reported as directly owned. GVIC is also shown with Pre-Funded Warrants and Warrants, each exercisable into 78,425 Common shares at exercise prices of $0.0005 and $2.20, respectively, which become exercisable only after stockholder approval, with the Warrants expiring three years from issuance. Footnotes state these securities are held in accounts managed by GVIC and that beneficial ownership is disclaimed beyond any pecuniary interest.

Fluent, Inc. director and 10% owner James Geygan reported open-market purchases of a total of 82,480 shares of Common Stock on March 12–13, 2026. Most of the buying was for accounts managed by Global Value Investment Corporation, which he controls, at prices around $3.47–$3.49 per share, plus a small direct purchase.

After these transactions, accounts managed by Global Value Investment Corporation held 3,040,655 shares indirectly attributed to him, and he held 58,406 shares directly. He also holds Pre-Funded Warrants and Warrants, both tied to Common Stock, which become exercisable only after stockholder approval; the Warrants will expire three years from their issuance date, while the Pre-Funded Warrants will terminate once fully exercised.

Fluent, Inc. reported unaudited Q4 and full-year 2025 results that highlight a strategic shift toward its Commerce Media Solutions business. Q4 2025 revenue was $61.8 million, with full-year 2025 revenue of $208.8 million, down from $254.6 million in 2024.

Commerce Media Solutions drove growth, with Q4 2025 revenue of $34.7 million, up 101% from $17.2 million in Q4 2024 and representing 56% of consolidated revenue. Commerce media annual revenue run rate now exceeds $105 million with a 30% media margin.

Q4 net loss was $4.1 million, while full-year net loss was $27.2 million, modestly improved versus 2024. Adjusted EBITDA turned slightly positive in Q4 at $0.2 million but was negative $9.0 million for 2025. Management expects double-digit consolidated revenue growth on continuing operations and improved adjusted EBITDA in 2026.

Fluent, Inc. shareholder JB Capital Partners, L.P. and Alan W. Weber report a passive ownership stake in the company’s common stock. They each report beneficial ownership of 2,169,483 shares, representing 7.2% of Fluent’s common stock, based on 30,287,597 shares outstanding as of November 12, 2025.

Both reporting persons have shared voting and dispositive power over these shares and no sole voting or dispositive power. They certify the holdings were not acquired to change or influence control of Fluent and disclaim being part of a group or owning each other’s reported securities beyond any pecuniary interest.