Actuate Therapeutics (ACTU) CEO granted 237,000 stock options at $2.49 strike

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Actuate Therapeutics reported that President and CEO Daniel M. Schmitt received a grant of employee stock options covering 237,000 shares of common stock. The options have an exercise price of $2.49 per share and expire on April 1, 2036.

All 237,000 options are shown as held directly following the transaction. According to the grant terms, 25% of the options will vest on April 1, 2027, with the remaining 75% vesting in equal monthly installments over the following 36 months.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SCHMITT DANIEL M

Role President, CEO and Director

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (right to buy)	237,000	$0.00	--

Holdings After Transaction: Employee Stock Option (right to buy) — 237,000 shares (Direct)

Footnotes (1)

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Key Figures

Option grant size: 237,000 options Exercise price: $2.49 per share Options after grant: 237,000 options +3 more

6 metrics

Option grant size 237,000 options Employee stock option grant to CEO

Exercise price $2.49 per share Strike price for employee stock options

Options after grant 237,000 options Total options held following transaction

Initial vesting date April 1, 2027 25% of options vest on this date

Remaining vesting period 36 months Remaining 75% vests in equal monthly installments

Option expiration April 1, 2036 Final expiration date of the options

Key Terms

Employee Stock Option, exercise price, vesting, grant date

4 terms

Employee Stock Option financial

"Employee Stock Option (right to buy)"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

exercise price financial

"conversion_or_exercise_price": "2.4900""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"Options will vest as to 25% on April 1, 2027 with the remaining 75% vesting"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

grant date financial

"following the first anniversary of the grant date."

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 05:19 PM

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^*

SCHMITT DANIEL M

(Last)

(First)

(Middle)

C/O ACTUATE THERAPEUTICS, INC.

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH

TEXAS

76107

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and Director

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.49	04/01/2026		A		237,000		⁽¹⁾	04/01/2036	Common Stock	237,000	$0	237,000	D

Explanation of Responses:

1. Options will vest as to 25% on April 1, 2027 with the remaining 75% vesting in equal monthly installments during the 36 months following the first anniversary of the grant date.

	/s/ Paul Lytle, Attorney-in-Fact	04/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ACTU’s CEO Daniel Schmitt report in this Form 4 filing?

Daniel Schmitt reported receiving an employee stock option grant for 237,000 shares of Actuate Therapeutics common stock. These options are part of his compensation package and give him the right to buy shares at a fixed exercise price of $2.49 per share.

How many ACTU stock options were granted to the CEO and at what price?

The CEO was granted 237,000 employee stock options with an exercise price of $2.49 per share. This grant allows him to purchase Actuate Therapeutics common stock at that fixed price once the options vest over time.

When do Daniel Schmitt’s ACTU stock options vest according to the filing?

The options vest 25% on April 1, 2027, with the remaining 75% vesting in equal monthly installments over the next 36 months. This structure encourages longer-term alignment between the CEO’s incentives and Actuate Therapeutics’ performance.

What is the expiration date of the ACTU stock options granted to the CEO?

The employee stock options granted to the CEO expire on April 1, 2036. If the options are not exercised by that date, they lapse, meaning the right to buy Actuate Therapeutics shares at $2.49 per share will be lost.

Does this ACTU Form 4 show a stock purchase or sale by the CEO?

The Form 4 shows a grant of employee stock options, not an open-market stock purchase or sale. It is a compensation-related acquisition giving the CEO the right to buy shares in the future, subject to vesting conditions.