Schulke Ryan 4

What Happened

• Ryan Schulke, a reported 10% owner of Fluent, exercised pre-funded warrants on June 23, 2026 in a cashless conversion. The filing shows two primary exercises for 227,324 and 428,571 shares (total 655,895 shares) at $0.00 per share (reported cash amounts $114 and $214). Corresponding derivative entries show the pre-funded warrants were surrendered/terminated for the same amounts. The filing also reports two small “other” dispositions of 33 and 63 shares (likely administrative/fees).

Key Details

• Transaction date: June 23, 2026; Form 4 filed June 25, 2026 (timely).
• Transaction codes: M = exercise/conversion of derivative (warrants); J = other acquisition/disposition.
• Shares acquired via exercise: 227,324 and 428,571 (total 655,895). Reported cash amounts associated with the acquired lots: $114 and $214.
• Derivative disposition: matching terminations of the pre‑funded warrants for 227,324 and 428,571 shares.
• Minor disposals: 33 and 63 shares (code J).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Relevant footnotes: (F1) cashless exercise; (F6) warrants became exercisable after shareholder approval on June 17, 2026; (F7) pre‑funded warrants terminated when exercised in full. Reporting person roles: co‑trustee and trustee positions and membership in RSMC Partners, LLC (see F2–F5).

Context

• Cashless exercise means the warrants were converted into net shares rather than paying cash exercise price; the derivative entries reflect the warrants being surrendered/terminated on conversion. As a 10% owner (rather than an executive title), this is an ownership-level transaction and should be viewed accordingly. The small J-code disposals are minor and typically administrative; the main item is the substantial acquisition of shares via exercise.