Inuvo (INUV) CFO exercises 7,500 RSUs with 3,739 shares withheld for tax

Rhea-AI Filing Summary

Inuvo, Inc.'s CFO Wallace D. Ruiz exercised restricted stock units into common shares and had part of the award withheld for taxes. On the transaction date, 7,500 restricted stock units converted into 7,500 shares of common stock. Of these, 3,739 shares were withheld at a price of $2.14 per share to satisfy tax obligations. After these compensation-related transactions, Ruiz directly held 126,367 shares of Inuvo common stock. The affected restricted stock units vest in three equal annual installments, and the figures are adjusted for a previously completed 1-for-10 reverse stock split.

Insider Trade Summary

7,500 shares exercised/converted

Mixed 3 txns

Insider RUIZ WALLACE D

Role CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	7,500	$0.00	--
Exercise	Common Stock	7,500	$0.00	--
Tax Withholding	Common Stock	3,739	$2.14	$8K

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 130,106 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. Adjusted to reflect a 1-for-10 reverse stock split that occurred on June 10, 2025.

Key Figures

RSUs exercised: 7,500 units Shares issued: 7,500 shares Shares withheld for tax: 3,739 shares +3 more

6 metrics

RSUs exercised 7,500 units Restricted stock units converting into common stock on exercise date

Shares issued 7,500 shares Common stock received from RSU conversion

Shares withheld for tax 3,739 shares Withheld at $2.14 per share to satisfy tax liabilities

Tax withholding price $2.14/share Value used for 3,739 withheld shares

Shares held after transaction 126,367 shares Direct holdings of Inuvo common stock by CFO post-transaction

Reverse stock split ratio 1-for-10 Adjustment applied effective June 10, 2025

Key Terms

Restricted Stock Unit, tax-withholding disposition, reverse stock split

3 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

reverse stock split financial

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

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

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).

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 ARKANSAS 72201

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		M		7,500	A	$0.0000	130,106	D
Common Stock	04/01/2026		F		3,739	D	$2.14	126,367	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)	04/01/2026		M			7,500	(2)	04/01/2026	Common Stock	7,500(3)	$0.0000	0.0000	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	04/03/2026
	** 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).
** 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 transactions did Inuvo (INUV) report for CFO Wallace D. Ruiz?

Inuvo reported that CFO Wallace D. Ruiz exercised 7,500 restricted stock units into 7,500 common shares. Of these, 3,739 shares were withheld at $2.14 per share to cover tax obligations, leaving him with 126,367 directly held common shares.

Did the Inuvo (INUV) CFO buy or sell shares in the open market?

The CFO did not conduct open-market buys or sells. He exercised 7,500 restricted stock units into common shares, and 3,739 of those shares were withheld by the company to pay taxes, a non-market, compensation-related disposition.

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

After the reported Form 4 transactions, CFO Wallace D. Ruiz directly holds 126,367 shares of Inuvo common stock. This figure reflects the net position following the restricted stock unit conversion and the tax withholding of 3,739 shares at $2.14 per share.

What is the size of the restricted stock unit award exercised by Inuvo’s CFO?

The restricted stock unit award exercised by Inuvo’s CFO covered 7,500 units, each representing one share of common stock. These units converted into 7,500 common shares on the transaction date and were part of a grant vesting in three equal annual installments.

How were taxes handled in the Inuvo (INUV) CFO’s restricted stock unit exercise?

Taxes were handled through share withholding. Of the 7,500 common shares issued upon restricted stock unit conversion, 3,739 shares were withheld at $2.14 per share to satisfy tax liabilities, rather than being sold into the open market for cash.

Were Inuvo (INUV) insider holdings adjusted for a reverse stock split?

Yes. The footnotes state the figures were adjusted for a 1-for-10 reverse stock split that occurred on June 10, 2025. This adjustment applies to the restricted stock units and related share counts reported for the CFO’s compensation award.