Sec Form 4 Filing - SCHMITT DANIEL M @ ACTUATE THERAPEUTICS, INC. - 2026-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCHMITT DANIEL M
2. Issuer Name and Ticker or Trading Symbol
ACTUATE THERAPEUTICS, INC. [ ACTU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO and Director
(Last) (First) (Middle)
C/O ACTUATE THERAPEUTICS, INC., 1751 RIVER RUN, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2026
(Street)
FORT WORTH, TX76107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 08/14/2026 M 272,056 ( 3 ) A $ 0 ( 4 ) 422,237 ( 3 ) D
Common Stock 08/14/2026 F 120,521 ( 1 ) D $ 1.01 ( 2 ) 301,716 ( 1 ) D
Common Stock 564,071 I By The Schmitt Family Irrevocable Trust, dated December 31, 2019 ( 6 )
Common Stock 22,223 I By The Andrew Schmitt Irrevocable Trust, dated December 31, 2019 ( 7 )
Common Stock 22,223 I By The Anna Schmitt Irrevocable Trust, dated December 31, 2019 ( 8 )
Common Stock 22,223 I By The Edward Schmitt Irrevocable Trust, dated December 31, 2019 ( 9 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 08/14/2026 M 272,056 ( 5 ) ( 5 ) Common Stock 272,056 $ 0 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHMITT DANIEL M
C/O ACTUATE THERAPEUTICS, INC.
1751 RIVER RUN, SUITE 400
FORT WORTH, TX76107
X President, CEO and Director
Signatures
/s/ Paul Lytle, Attorney-in-Fact 08/14/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 120,521 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 August 14, 2026.
( 3 )Represents the issuance of 272,056 shares of common stock from the vesting and settlement of 272,056 RSUs, which number excludes the withholding of 120,521 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 vested 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.

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).

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