Inuvo insider filing: 125,000 restricted stock units to COO Robert Buchner

Rhea-AI Filing Summary

Robert C. Buchner, Chief Operating Officer and Director of Inuvo, Inc. (INUV), was granted 125,000 restricted stock units on 09/30/2025. Each restricted stock unit represents a contingent right to one share of common stock and the award is reported as 125,000 units immediately beneficially owned in a direct form. The RSUs carry a recorded price of $0.0000 and vest in three equal annual installments of 33.33% per year beginning on the first anniversary of the grant date, making the final vesting date 09/30/2028. The Form 4 was signed by the reporting person on 10/01/2025.

Positive

• Alignment with shareholders: RSUs convert to common stock, tying executive compensation to share performance
• Retention-focused vesting: 33.33% per year over three years encourages multi-year tenure

Negative

• Potential dilution: 125,000 shares will increase outstanding shares if and when RSUs vest
• Materiality unclear: Filing does not state total outstanding shares, so investor impact cannot be fully assessed

Insights

Corporate Governance Expert

TL;DR: Routine executive equity grant to align management with shareholders; timing and vesting are standard retention mechanics.

The 125,000 restricted stock units granted to an insider who is both COO and a director is a common governance tool to retain senior management and align incentives with equity holders. The three-year cliff/annual vesting schedule (33.33% per year) indicates a multi-year retention focus. The grant is reported as direct beneficial ownership, and the $0.0000 recorded price reflects RSU treatment rather than a cash purchase. The disclosure is procedural and contains no additional governance flags such as accelerated vesting terms or related-party counterparties.

Executive Compensation Analyst

TL;DR: Compensation element consistent with standard long-term incentive design; impact depends on share count and dilution.

The award is structured as restricted stock units convertible one-for-one into common shares, vesting over three years beginning 09/30/2026 and fully vested by 09/30/2028. Reporting of 125,000 RSUs provides clarity on potential future dilution but the materiality cannot be assessed from this filing alone because the total outstanding share count and any prior holdings or grants are not provided. The $0.0000 price is typical for RSUs, which are not purchased but settled in shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Buchner Robert C.

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	125,000	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 125,000 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock. The restricted stock units become vested 33.33% per year beginning on the first anniversary of the date of grant.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

Buchner Robert C.

(Last) (First) (Middle)

500 PRESIDENT CLINTON AVE.

SUITE 300

(Street)

LITTLE ROCK AR 72201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inuvo, Inc. [ INUV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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
Restricted Stock Unit	(1)	09/30/2025		A		125,000		(2)	09/30/2028	Common Stock	125,000	$0.0000	125,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Issuer's Common Stock.

2. The restricted stock units become vested 33.33% per year beginning on the first anniversary of the date of grant.

	/s/ Robert C. Buchner	10/01/2025
	** 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

What did Robert C. Buchner report on the Form 4 for INUV?

The Form 4 reports a grant of 125,000 restricted stock units to Robert C. Buchner on 09/30/2025, reported as direct beneficial ownership.

When do the RSUs granted to the INUV executive vest?

The RSUs vest 33.33% per year beginning on the first anniversary of the grant, with full vesting by 09/30/2028.

What is the price recorded for the restricted stock units in the INUV Form 4?

The Form 4 lists a recorded price of $0.0000, reflecting RSU treatment rather than a cash purchase.

Does the Form 4 show the RSUs as direct or indirect ownership for INUV?

The filing indicates the 125,000 RSUs are held in direct (D) ownership by the reporting person.

When was the Form 4 signed for the INUV reporting person?

The Form 4 was signed by Robert C. Buchner on 10/01/2025.