SCHMITT DANIEL M 4
4 · ACTUATE THERAPEUTICS, INC. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
ACTU CEO Daniel Schmitt Receives 272,055 RSUs; 121,874 Withheld
What Happened
Daniel M. Schmitt, President, CEO and Director of Actuate Therapeutics (ACTU), had 272,055 restricted stock units (RSUs) settle on February 13, 2026. The RSUs converted to 272,055 shares of common stock (no exercise price). To satisfy federal and state tax withholding, the issuer withheld 121,874 shares at the closing price of $4.33 (totaling about $527,714). Net shares delivered to Schmitt after withholding were 150,181.
Key Details
- Transaction date: February 13, 2026.
- Principal actions: settlement of 272,055 RSUs (derivative conversion, code M) and withholding of 121,874 shares to pay taxes (code F).
- Price used for withholding: $4.33 per share (closing price on 2/13/2026); total value withheld ≈ $527,714.
- Net shares received: 272,055 issued − 121,874 withheld = 150,181 shares.
- Exercise/issuance had no out‑of‑pocket exercise price ($0.00 reported).
- Filing timeliness: report covers the 2/13/2026 settlement and was filed with the SEC on 2026-02-13 (no late filing indicated).
- Notable footnotes: the 272,055 RSUs were from a grant of 544,111 RSUs tied to the company’s 2024 IPO (half vested Aug 14, 2025 and settled Feb 13, 2026; remaining 272,056 vest Aug 14, 2026). Several trust holdings (Schmitt Family, Andrew, Anna, Edward trusts) are referenced as entities holding shares for which he is trustee.
- Shares owned after the transaction: not specified in the provided filing.
Context
This was a routine RSU settlement with shares withheld to cover tax obligations (a common cashless withholding), not an open‑market sale. Such withholding is standard and does not necessarily indicate a buy or sell signal about the insider's view of the stock.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F3][F4]2026-02-13+272,055→ 272,055 total - Tax Payment
Common Stock
[F1][F2]2026-02-13$4.33/sh−121,874$527,714→ 150,181 total - Exercise/Conversion
Restricted Stock Units
[F4][F5]2026-02-13−272,055→ 272,056 total→ Common Stock (272,055 underlying)
- 564,071(indirect: By Trust)
Common Stock
[F6] - 22,223(indirect: By Trust)
Common Stock
[F7] - 22,223(indirect: By Trust)
Common Stock
[F8] - 22,223(indirect: By Trust)
Common Stock
[F9]
Footnotes (9)
- [F1]Represents 121,874 shares of common stock withheld by Issuer to satisfy federal and state withholding taxes owed by holder upon the settlement of restricted stock units ("RSUs").
- [F2]Represents the closing price of Issuer's common stock on February 13, 2026.
- [F3]Represents the issuance of 272,055 shares of common stock from the vesting and settlement of 272,055 RSUs, which number excludes the withholding of 121,874 shares by Issuer to satisfy federal and state withholding taxes due at settlement (see Note 1).
- [F4]Each restricted stock unit represents a contingent right to receive one share of common stock.
- [F5]544,111 restricted stock units were granted upon the closing of the issuer's initial public offering on August 14, 2024, of which, 272,055 vested on August 14, 2025 (and settled on February 13, 2026) and 272,056 vest on August 14, 2026.
- [F6]Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust").
- [F7]Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
- [F8]Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.
- [F9]Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee.