THOMSON TODD S 4

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.