02/13/2026 | Press release | Distributed by Public on 02/13/2026 17:10
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 02/13/2026 | M | 272,055 | (5) | (5) | Common Stock | 272,055 | $ 0 (4) | 272,056 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SCHMITT DANIEL M C/O ACTUATE THERAPEUTICS, INC. 1751 RIVER RUN, SUITE 400 FORT WORTH, TX 76107 |
X | President, CEO and Director | ||
| /s/ Paul Lytle, Attorney-in-Fact | 02/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents 121,874 shares of common stock withheld by Issuer to satisfy federal and state withholding taxes owed by holder upon the settlement of restricted stock units ("RSUs"). |
| (2) | Represents the closing price of Issuer's common stock on February 13, 2026. |
| (3) | Represents the issuance of 272,055 shares of common stock from the vesting and settlement of 272,055 RSUs, which number excludes the withholding of 121,874 shares by Issuer to satisfy federal and state withholding taxes due at settlement (see Note 1). |
| (4) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
| (5) | 544,111 restricted stock units were granted upon the closing of the issuer's initial public offering on August 14, 2024, of which, 272,055 vested on August 14, 2025 (and settled on February 13, 2026) and 272,056 vest on August 14, 2026. |
| (6) | Represents shares held by The Schmitt Family Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee (the "Schmitt Family Trust"). |
| (7) | Represents shares held by The Andrew Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee. |
| (8) | Represents shares held by The Anna Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee. |
| (9) | Represents shares held by The Edward Schmitt Irrevocable Trust, dated December 31, 2019, of which the reporting person is trustee. |