FLNT Insider Ryan Schulke Converts 1.04 M Warrants into Shares

Q: How many shares did Ryan Schulke acquire in the latest Form 4 for FLNT?

He acquired 1,041,123 common shares via cashless warrant exercises on 06/24/2025.

Q: What is Schulke鈥檚 total beneficial ownership in Fluent, Inc. after the transaction?

The Form 4 lists 4,588,271 common shares held directly and indirectly.

Q: Were any shares sold in this Form 4 filing for FLNT?

Only 275 shares were dispositioned under code 鈥淛鈥�, an immaterial amount relative to acquisitions.

Q: What was the exercise price of the pre-funded warrants converted?

Each warrant was exercisable at a nominal $0.0005 per share price on a cashless basis.

Q: When did the warrants become exercisable?

They became exercisable after shareholder approval on 06/18/2025 and were exercised on 06/24/2025.

[Form 4] Sun Country Airlines Holdings, Inc. Insider Trading Activity

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(Low)

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Form Type

Rhea-AI Filing Summary

Fluent, Inc. (FLNT) 鈥� Form 4 insider transaction filing dated 07/03/2025

Chief Strategy Officer, Director and 鈮�10% shareholder Ryan Schulke reported the cashless exercise of three tranches of pre-funded warrants on 06/24/2025 following shareholder approval obtained on 06/18/2025. The warrants, each carrying a de-minimis exercise price of $0.0005, converted into 1,041,123 common shares (259,156 + 551,977 + 229,990). Immediately after conversion the warrants terminated.

Minor share deductions (total 275 shares) were recorded under transaction code 鈥淛,鈥� leaving Schulke鈥檚 direct ownership at 3,752,082 common shares. Indirect holdings include:

332,957 shares 鈥� Schulke Inn Family Foundation Trust
333,334 shares 鈥� RSMC Partners, LLC
20,208 shares 鈥� Ryan Schulke 2020 GRAT
149,690 shares 鈥� 2022 Ryan Schulke GRAT

Total reported beneficial ownership equals 4,588,271 shares after the transactions.

The cashless exercise increases the public share count but does not generate material cash proceeds for the company. Nevertheless, the filing signals continued insider exposure to the issuer鈥檚 equity and removes warrant overhang created by the outstanding pre-funded instruments.

Positive

Insider ownership increases by 1,041,123 shares, indicating continued alignment of the Chief Strategy Officer with shareholders.
Pre-funded warrants terminated upon exercise, removing an overhang of low-priced derivative securities from the capital structure.
Timely disclosure provides transparency into executive equity movements and trust-held positions.

Negative

Issuance of 1.0 M new shares is dilutive to existing shareholders, with no meaningful cash inflow due to the $0.0005 exercise price.

Insights

TL;DR: Insider converted 1.0 M pre-funded warrants, boosting share count yet keeping skin in the game.

The transaction converts low-priced pre-funded warrants into common equity, an event already anticipated once shareholder approval was granted on 06/18/2025. Although the move is technically dilutive, the outstanding warrants were previously reflected in fully-diluted counts, so market impact should be limited. Importantly, Schulke neither sold meaningful stock nor reduced exposure; his total ownership exceeds 4.5 M shares, maintaining alignment with outside investors. No cash hits Fluent鈥檚 balance sheet given the nominal $0.0005 exercise price, so the company鈥檚 liquidity position is unaffected. Overall, this appears as housekeeping rather than a signal of new fundamental information.

TL;DR: Executive increases equity stake, eliminating warrant overhang鈥攕hareholder-friendly.

From a governance perspective, converting pre-funded warrants into common stock simplifies the capital structure and removes preferential securities. Schulke鈥檚 larger outright shareholding鈥攏ow 8.6% of the reported 53 M outstanding shares (based solely on this filing鈥檚 numbers)鈥攔einforces accountability through ownership. The absence of open-market sales underscores confidence. While dilution exists, it was foreseeable; transparency through timely Form 4 filing is positive. I view the net effect as modestly beneficial for minority shareholders.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gyurci John

(Last)

(First)

(Middle)

C/O SUN COUNTRY AIRLINES HOLDINGS, INC.

2005 CARGO RD.

(Street)

MINNEAPOLIS

55450

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sun Country Airlines Holdings, Inc. [ SNCY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Acct. Off. & VP, Finance

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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, par value $0.01 per share	07/01/2025		S		309⁽¹⁾	D	$11.714	25,813	D

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)

Explanation of Responses:

1. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated to satisfy the tax withholding obligations which are funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

	/s/ Rose Neale, as attorney-in-fact for John Gyurci	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.

Source:

FAQ

How many shares did Ryan Schulke acquire in the latest Form 4 for FLNT?

He acquired 1,041,123 common shares via cashless warrant exercises on 06/24/2025.

What is Schulke鈥檚 total beneficial ownership in Fluent, Inc. after the transaction?

The Form 4 lists 4,588,271 common shares held directly and indirectly.

Were any shares sold in this Form 4 filing for FLNT?

Only 275 shares were dispositioned under code 鈥淛鈥�, an immaterial amount relative to acquisitions.

What was the exercise price of the pre-funded warrants converted?

Each warrant was exercisable at a nominal $0.0005 per share price on a cashless basis.

Do the warrant exercises provide cash to Fluent, Inc.?

No. The warrants were exercised on a cashless basis at $0.0005, generating no significant cash proceeds for the company.

When did the warrants become exercisable?

They became exercisable after shareholder approval on 06/18/2025 and were exercised on 06/24/2025.

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[Form 4] Sun Country Airlines Holdings, Inc. Insider Trading Activity

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FAQ

How many shares did Ryan Schulke acquire in the latest Form 4 for FLNT?

What is Schulke鈥檚 total beneficial ownership in Fluent, Inc. after the transaction?

Were any shares sold in this Form 4 filing for FLNT?

What was the exercise price of the pre-funded warrants converted?

Do the warrant exercises provide cash to Fluent, Inc.?

When did the warrants become exercisable?

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[Form 4] Sun Country Airlines Holdings, Inc. Insider Trading Activity

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FAQ

How many shares did Ryan Schulke acquire in the latest Form 4 for FLNT?

What is Schulke鈥檚 total beneficial ownership in Fluent, Inc. after the transaction?

Were any shares sold in this Form 4 filing for FLNT?

What was the exercise price of the pre-funded warrants converted?

Do the warrant exercises provide cash to Fluent, Inc.?

When did the warrants become exercisable?

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