Fluent (FLNT) amends Form 4 after 25,000 RSU grant to CFO

Rhea-AI Filing Summary

Perfit Ryan MacNab reported acquisition or exercise transactions in this Form 4 filing.

Fluent, Inc. reported that Chief Financial Officer Ryan MacNab received a grant of 25,000 restricted stock units of common stock. The award was issued under the company’s 2022 Omnibus Equity Incentive Plan and vests in three equal annual installments, starting on September 1, 2025.

The amended filing also corrects a prior Form 4 that mis-stated MacNab’s post-grant holdings because it did not reflect the company’s 1-for-6 reverse stock split completed on April 11, 2024. After this RSU grant, he is shown as owning 32,600 shares of common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Perfit Ryan MacNab

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	25,000	$0.00	--

Holdings After Transaction: Common Stock — 32,600 shares (Direct, null)

Footnotes (1)

1. The restricted stock units ("RSUs") were issued pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan") and vest in three equal annual installments with the first tranche vesting on September 1, 2025. On September 11, 2024, the Reporting Person filed a Form 4 which inadvertently reported, that following his acquisition of 25,000 RSUs, the Reporting Person owned 70,596 shares of common stock which amount did not reflect the Issuer's 1-for-6 reverse stock split effectuated on April 11, 2024. As reported in this amendment, following the acquisition of 25,000 RSUs, the Reporting Person owned 32,600 shares of common stock

Key Figures

RSU grant: 25,000 RSUs Post-grant holdings: 32,600 shares Vesting schedule: 3 equal annual installments +1 more

4 metrics

RSU grant 25,000 RSUs Granted on September 9, 2024 to CFO

Post-grant holdings 32,600 shares Common stock held after RSU grant

Vesting schedule 3 equal annual installments First tranche vests on September 1, 2025

Reverse stock split ratio 1-for-6 Reverse split effectuated on April 11, 2024

Key Terms

restricted stock units ("RSUs"), 2022 Omnibus Equity Incentive Plan, reverse stock split, Form 4

4 terms

restricted stock units ("RSUs") financial

"The restricted stock units ("RSUs") were issued pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2022 Omnibus Equity Incentive Plan financial

"RSUs were issued pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan")"

reverse stock split financial

"did not reflect the Issuer's 1-for-6 reverse stock split effectuated on April 11, 2024"

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 regulatory

"On September 11, 2024, the Reporting Person filed a Form 4 which inadvertently reported"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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^*

Perfit Ryan MacNab

(Last) (First) (Middle)

C/O FLUENT, INC.

300 VESEY STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10282

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2024

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)
09/11/2024

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	09/09/2024		A		25,000(1)	A	$0	32,600(2)	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

Explanation of Responses:

1. The restricted stock units ("RSUs") were issued pursuant to the Issuer's 2022 Omnibus Equity Incentive Plan (the "Plan") and vest in three equal annual installments with the first tranche vesting on September 1, 2025.

2. On September 11, 2024, the Reporting Person filed a Form 4 which inadvertently reported, that following his acquisition of 25,000 RSUs, the Reporting Person owned 70,596 shares of common stock which amount did not reflect the Issuer's 1-for-6 reverse stock split effectuated on April 11, 2024. As reported in this amendment, following the acquisition of 25,000 RSUs, the Reporting Person owned 32,600 shares of common stock

	/s/ Ryan Perfit	06/12/2026
	** 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 transaction did Fluent (FLNT) report for its CFO?

Fluent reported that Chief Financial Officer Ryan MacNab received 25,000 restricted stock units of common stock. These RSUs were granted at no cash cost to him as part of equity compensation under the company’s 2022 Omnibus Equity Incentive Plan.

How do Ryan MacNab’s 25,000 RSUs at Fluent (FLNT) vest?

The 25,000 restricted stock units vest in three equal annual installments. The first tranche vests on September 1, 2025, with the remaining installments vesting on the next two anniversary dates, subject to the terms of the company’s 2022 Omnibus Equity Incentive Plan.

Why did Fluent (FLNT) file an amended Form 4 for its CFO?

Fluent filed an amended Form 4 because a prior Form 4 incorrectly reported Ryan MacNab’s post-grant share ownership. The earlier filing did not account for the company’s 1-for-6 reverse stock split completed on April 11, 2024, which affected the share count.

What are Ryan MacNab’s reported Fluent (FLNT) share holdings after the RSU grant?

After receiving the 25,000 restricted stock units, Ryan MacNab is reported as owning 32,600 shares of Fluent common stock. This updated figure reflects the impact of the company’s 1-for-6 reverse stock split completed on April 11, 2024, correcting the earlier misstatement.

Under which plan were the 25,000 RSUs granted to Fluent (FLNT)’s CFO?

The 25,000 restricted stock units granted to Ryan MacNab were issued under Fluent’s 2022 Omnibus Equity Incentive Plan. This plan governs equity-based awards such as RSUs and outlines vesting schedules, eligibility, and other key terms for participants.