SEC Form 4 · accession 0001437749-26-020485
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Huntley Patrick
Officer — Chief Executive Officer
Period of report
Jun 10, 2025
Accepted (ET)
Jun 12, 2026 · 4:20 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001460329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 10, 2025 | A | 3,191 | $0.00 | A | 315,360 | D | |
| Common Stock | Jun 10, 2025 | S | 1,353 | $1.8139 | D | 314,007 | D | |
| Common StockF3 | Oct 9, 2025 | A | 111,000 | $0.00 | A | 425,007 | D | |
| Common StockF4 | Apr 1, 2026 | M | 37,000 | — | A | 462,007 | D | |
| Common Stock | Apr 1, 2026 | D | 37,000 | $3.26 | D | 425,007 | D | |
| Common StockF5 | Apr 3, 2026 | A | 107,000 | $0.00 | A | 532,007 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF6 | — | Oct 9, 2025 | A | 111,000 | A | — | — | Common stock | 111,000 | 111,000 | D |
| Phantom Stock UnitsF4 | — | Apr 1, 2026 | M | 37,000 | D | Apr 1, 2026 | Apr 1, 2026 | Common stock | 37,000 | 74,000 | D |
| Phantom Stock UnitsF7 | — | Apr 3, 2026 | A | 107,000 | A | — | — | Common stock | 107,000 | 107,000 | D |
Explanation of responses
- F1On October 3, 2022, the Issuer approved an award of 25,528 performance stock units ("PSUs") to the Reporting Person under the Fluent, Inc. 2022 Omnibus Equity Incentive Plan, subject to the achievement of certain financial targets. Targets were measured over a three-year period resulting in the issuance of 3,191 PSUs, with the remainder of the PSUs being forfeited.
- F2The shares were sold to cover tax withholding obligations.
- F3On October 9, 2025, the Issuer granted the Reporting Person 111,000 restricted stock units ("RSUs") pursuant to the Issuer's 2025 Equity Participation Plan ("2025 EPP"). The RSUs vest in three equal annual installments with the first installment vesting on April 1, 2026, subject to continued employment.
- F4Each phantom stock unit was the economic equivalent of one share of the Issuer's common stock. On April 1, 2026, 37,000 of the Reporting Person's phantom stock units were settled for cash.
- F5On April 3, 2026, the Issuer granted the Reporting Person 107,000 RSUs pursuant to the Issuer's 2025 EPP. The RSUs vest in three equal annual installments with the first installment vesting on April 1, 2027, subject to continued employment.
- F6The grant was made pursuant to the Issuer's 2025 EPP. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock and vest in three equal annual installments with the first installment vesting on April 1, 2026. Each phantom stock unit will be settled in cash in an amount equal to the fair market value of the Issuer's common stock on the vesting date, subject to continued employment.
- F7The grant was made pursuant to the Issuer's 2025 EPP. Each phantom stock unit is the economic equivalent of one share of the Issuer's common stock and vest in three equal annual installments with the first installment vesting on April 1, 2027. Each phantom stock unit will be settled in cash in an amount equal to the fair market value of the Issuer's common stock on the vesting date, subject to continued employment.