Perfit Ryan MacNab 4

What Happened

• Ryan MacNab, Chief Financial Officer of Fluent, settled 18,666 phantom stock units (economic equivalents of shares) for cash on April 1, 2026, receiving $60,851 (price reported $3.26 per unit). The filing also reports equity awards: 56,000 restricted stock units (RSUs) granted Oct 9, 2025 (vest in three equal annual installments beginning Apr 1, 2026) and 54,000 RSUs granted Apr 3, 2026 (vest in three equal annual installments beginning Apr 1, 2027). The phantom units and RSUs are subject to continued employment and standard vesting schedules.

Key Details

• Transactions and amounts:
  • 2025-10-09: Grant of 56,000 RSUs (per 2025 EPP); first vesting installment on 2026-04-01 (F1).
  • 2026-04-01: Settlement of 18,666 phantom stock units for cash — $3.26/unit, total $60,851 (reported as disposition to issuer) (F2).
  • 2026-04-03: Grant of 54,000 RSUs (per 2025 EPP); first vesting installment on 2027-04-01 (F3).
  • Filing also lists phantom-unit grants tied to the same vesting schedules and cash settlement mechanics (F4, F5).
• Shares owned after the transactions: not specified in the filing.
• Footnotes: RSUs convert to equity on vesting; phantom units are cash-settled equivalents paid at fair market value on vesting dates.
• Timeliness: The Form 4 was filed on 2026-06-12 for transactions beginning Oct 9, 2025 and Apr 1/3, 2026 — the filing appears late relative to the typical 2-business-day Form 4 deadline.

Context

• Phantom stock units are cash-settled awards (you don’t receive shares; you receive cash equal to the share value at settlement). RSUs convert into actual shares on vesting (subject to service conditions).
• The April 1, 2026 action was a cash settlement (not an open-market sale of newly issued shares). Grants (RSUs/phantom units) are compensation awards and don’t by themselves indicate a purchase signal.
• Late filing reduces prompt transparency for investors but does not itself explain the insider’s motivations.