Howe Richard K 4

What Happened

• Richard K. Howe, a director of Inuvo, had 41,667 restricted stock units (RSUs) convert into common shares on 2026-03-01 (transaction code M). To satisfy tax withholding obligations, 19,411 of those shares were surrendered at $2.55 per share for a total of $49,498 (transaction code F). The net result is approximately 22,256 shares retained by Howe from this vesting event.
• This was not an open-market sale; it was a routine conversion/vesting of awards with shares withheld to cover taxes (typical, not necessarily a bearish signal).

Key Details

• Transaction date: 2026-03-01; Filing date: 2026-03-03 (filed within typical Form 4 timing).
• Convertible/vested shares: 41,667 shares (converted from RSUs) at $0.00 exercise price.
• Shares surrendered for tax withholding: 19,411 shares at $2.55 = $49,498.
• Net shares retained from this vesting: ~22,256 shares (41,667 acquired less 19,411 withheld).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1—each restricted stock unit equals one share on conversion; F2—RSUs vest 33.33% per year beginning one year after grant; F3—amounts adjusted for a 1-for-10 reverse split effective June 10, 2025.
• Transaction codes: M = exercise/conversion of a derivative (RSU conversion); F = payment of tax liability via share surrender.

Context

• This was a vesting/conversion of RSUs with a share surrender to cover taxes (a common, administrative transaction). It differs from an outright market sale—tax withholding reduces newly vested shares rather than indicating active selling for investment reasons.
• The filing shows routine insider award activity rather than a discretionary sale or purchase; retail investors typically treat withheld shares for taxes as administrative, not a directional signal.