THOMSON TODD S 4

4 · ACTUATE THERAPEUTICS, INC. · Filed May 22, 2026

AI-generated summary of this filing

Updated May 22, 2026

Actuate (ACTU) 10% Owner Todd Thomson Receives 15,000-Share Award

What Happened

Todd S. Thomson, a 10% owner of Actuate Therapeutics (ACTU) who serves on the company's board (as a representative of Kairos-managed funds), received a derivative equity award of 15,000 shares on 2026-05-21. The grant is reported at $0.00 per share (derivative instrument), and no cash changed hands on the grant date. The award vests in full on the one‑year anniversary of the grant.

Key Details

Transaction date: 2026-05-21; Form 4 filed: 2026-05-22.
Transaction type: Grant/Award (derivative security) — 15,000 shares @ $0.00.
Vesting: Options/award will vest in full on the anniversary of the grant date (Footnote F1).
Shares owned after transaction: Not specified in the provided excerpt of the filing.
Related-party note: Thomson is CFO/COO of Kairos Venture Investments, LLC (KVI) and serves on Actuate’s board as a representative of certain Kairos-managed funds; those funds have an indirect pecuniary interest in the securities granted (Footnote F2).
Filing timeliness: Reported the next day (no late filing indicated).

Context

This was an award/grant of derivative securities (likely stock options or similar), not an open‑market purchase or sale — there was no immediate sale or cash proceeds. Such grants are commonly used for director compensation and do not by themselves indicate buying or selling sentiment.

Form 4

Period: 2026-05-21

Director10% Owner

Transactions

Award
Stock Options
[F2][F1]
2026-05-21+15,000→ 15,000 total
Exercise: $2.42Exp: 2036-05-21→ Common Stock (15,000 underlying)

Footnotes (2)

[F1]Options will vest in full on the anniversary of the grant date.
[F2]Todd Thomson serves as Chief Financial Officer/Chief Operating Officer of Kairos Venture Investments, LLC ("KVI"), and serves on the board of directors (the "Board") of Actuate Therapeutics, Inc. ("Actuate"). Mr. Thomson has advised Actuate that he serves on the Board as a representative of certain funds managed and controlled by KVI (the "Kairos Funds") and because Mr. Thomson serves on the Board as a representative of the Kairos Funds, certain of the Kairos Funds have a right to an economic interest in the securities of Actuate granted to Mr. Thomson in respect of his Board position and such Kairos Funds are entitled to an indirect pecuniary interest in such securities, including the Stock Options reported on this Form 4.

Signature

/s/ Paul Lytle, Attorney-in-Fact|2026-05-22

1 file