Inuvo (INUV) CFO exercises 10,000 RSUs and disposes 5,034 shares for taxes

Rhea-AI Filing Summary

Inuvo, Inc. CFO Wallace D. Ruiz reported equity award activity involving common stock and restricted stock units. On March 1, 2026, he exercised or converted 10,000 restricted stock units into an equal number of common shares at a stated price of $0.00 per share.

On the same date, 5,034 common shares were disposed of in a tax-withholding disposition at $2.55 per share to satisfy exercise price or tax obligations. After these transactions, he directly held 127,640 shares of common stock and 10,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one common share and vests 33.33% per year beginning on the first anniversary of the grant date. The figures reflect a 1-for-10 reverse stock split that occurred on June 10, 2025.

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

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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^*

RUIZ WALLACE D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		10,000	A	$0.0000	127,640	D
Common Stock	03/01/2026		F		5,034	D	$2.55	122,606	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
Restricted Stock Unit	(1)	03/01/2026		M			10,000	(2)	03/01/2027	Common Stock	10,000	$0.0000	10,000(3)	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.

3. Adjusted to reflect a 1-for-10 reverse stock split that occurred on June 10, 2025.

	/s/ Wallace D. Ruiz	03/03/2026
	** 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).
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FAQ

What insider transactions did Inuvo (INUV) CFO Wallace D. Ruiz report?

Inuvo CFO Wallace D. Ruiz reported exercising 10,000 restricted stock units into common shares and disposing of 5,034 common shares for tax withholding. These transactions were dated March 1, 2026 and reflect routine equity compensation activity rather than open-market buying or selling.

How many Inuvo (INUV) shares does the CFO hold after this Form 4?

After the reported transactions, the CFO directly holds 127,640 shares of Inuvo common stock and 10,000 restricted stock units. These amounts are post a 1-for-10 reverse stock split that occurred on June 10, 2025, and reflect his updated equity position.

What is the nature of the 5,034-share disposition reported by Inuvo’s CFO?

The 5,034-share disposition is a tax-withholding transaction at $2.55 per share, used to satisfy exercise price or tax liabilities. It is coded as an "F" transaction, indicating payment of obligations by delivering securities, not an open-market sale initiated for investment purposes.

How do the Inuvo (INUV) restricted stock units held by the CFO vest?

Each restricted stock unit represents a contingent right to receive one Inuvo common share. The units vest 33.33% per year, beginning on the first anniversary of the grant date, creating a three-year graded vesting schedule that aligns executive compensation with longer-term company performance.

What does the reverse stock split note mean in the Inuvo CFO’s Form 4?

The Form 4 notes that amounts are adjusted for a 1-for-10 reverse stock split that occurred on June 10, 2025. This means historical share and unit numbers were divided by ten so that the reported 127,640 shares and 10,000 restricted stock units reflect the post-split capital structure.