RUIZ WALLACE D 4

What Happened

• Wallace D. Ruiz, Chief Financial Officer of Inuvo, converted restricted stock units (RSUs) into common shares on April 1, 2026. The Form 4 shows two conversion entries totaling 15,000 shares (7,500 + 7,500).
• To satisfy tax withholding, 3,739 shares were surrendered (Disposed) at $2.14 per share for a reported tax-withholding amount of $8,001. The remaining shares were delivered to Ruiz (net roughly 11,261 shares based on the filings).
• This was not an open-market purchase or sale by Ruiz — it reflects RSU vesting/conversion and withholding to cover taxes (routine corporate compensation activity).

Key Details

• Transaction date: 2026-04-01; Form filed: 2026-04-03 (appears timely within the usual 2-business-day Form 4 window).
• Reported movements:
  • M (exercise/conversion): 7,500 shares acquired @ $0.00
  • F (tax withholding): 3,739 shares disposed @ $2.14, total $8,001
  • M (exercise/conversion): 7,500 shares disposed @ $0.00 (conversion entry)
• Shares owned after the transaction: not specified in the information provided in the summary.
• Footnotes of note:
  • F1: Each RSU equals a contingent right to one share of common stock.
  • F2: RSUs vest 33.33% per year starting on the first anniversary of grant (so this reflects scheduled vesting).
  • F3: All share amounts are adjusted for a 1-for-10 reverse split effective June 10, 2025.
• Transaction codes explained: M = exercise/conversion of a derivative (here, RSUs converting to stock); F = shares withheld to pay tax liability.

Context

• This appears to be a standard RSU vesting and cashless tax withholding (issuer retains/surrenders shares to cover taxes). Such conversions are routine compensation events and do not by themselves indicate a buy or sell decision in the open market.
• The small cash value reported ($8,001) is the tax withholding amount, not an additional purchase or disposal for investment purposes.