SCHMITT DANIEL M 4

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.