[Form 4] Fluent, Inc. Insider Trading Activity

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(Low)

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Form Type

07/03/2025 - 08:57 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schulke Ryan

(Last)

(First)

(Middle)

C/O FLUENT, INC.

300 VESEY STREET, 9TH FLOOR

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2025		M		259,156	A	$0.0005	3,200,320	D
Common Stock	06/24/2025		J⁽¹⁾		69	D	$0.0005	3,200,251	D
Common Stock	06/24/2025		M		551,977	A	$0.0005	3,752,228	D
Common Stock	06/24/2025		J⁽¹⁾		146	D	$0.0005	3,752,082	D
Common Stock	06/24/2025		M		229,990	A	$0.0005	333,017	I	Held by The Schulke Inn Family Foundation Trust⁽²⁾
Common Stock	06/24/2025		J⁽¹⁾		60	D	$0.0005	332,957	I	Held by The Schulke Inn Family Foundation Trust⁽²⁾
Common Stock								333,334	I	Held by RSMC Partners, LLC⁽³⁾
Common Stock								20,208	I	Held by The Ryan Schulke 2020 Grantor Retained Annuity Trust⁽⁴⁾
Common Stock								149,690	I	Held by 2022 Ryan Schulke Grantor Retained Annuity Trust⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Pre-Funded Warrant	$0.0005	06/24/2025		M			259,156	06/18/2025⁽⁶⁾	⁽⁷⁾	Common Stock	259,156	$0	0	D
Pre-Funded Warrant	$0.0005	06/24/2025		M			551,977	06/18/2025⁽⁶⁾	⁽⁷⁾	Common Stock	551,977	$0	0	D
Pre-Funded Warrant	$0.0005	06/24/2025		M			229,990	06/18/2025⁽⁶⁾	⁽⁷⁾	Common Stock	229,990	$0	0	I	Held by The Schulke Inn Family Foundation Trust⁽²⁾

Explanation of Responses:

1. The Reporting Person exercised the pre-funded warrants on a cashless basis.

2. The Reporting Person is the co-trustee of the Schulke Inn Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust.

3. The Reporting Person is a Member of RSMC Partners, LLC.

4. The Reporting Person is the Trustee of The Ryan Schulke 2020 Grantor Retained Annuity Trust.

5. The Reporting Person is the Trustee of the 2022 Ryan Schulke Grantor Retained Annuity Trust.

6. The Pre-Funded Warrants became exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants, which approval was obtained on June 18, 2025.

7. The Pre-Funded Warrants terminated when exercised in full. The Pre-Funded Warrants were exercised on June 24, 2025.

	/s/ Ryan Schulke	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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