[Form 4] Onfolio Holdings Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Mark N. Schwartz, a director of Onfolio Holdings, Inc. (ticker: ONFOW), was granted a stock option on 03/25/2025 to purchase 30,000 shares of the company’s common stock at a $1.10 exercise price. The option expires 03/24/2035. Per the filing, 15,000 of the options vested immediately and the remaining 15,000 vest on December 31, 2025, subject to continued service and possible forfeiture. Following the reported transaction the filing shows beneficial ownership of 45,000 shares (derivative), reported as direct ownership.

Positive

• Alignment with shareholders: Director equity grant ties compensation to long‑term stock performance via a ten‑year option.
• Retention design: Split vesting (15,000 vested immediately; 15,000 vest 12/31/2025) supports both immediate alignment and ongoing service incentive.

Negative

• Immediate vesting of half the award: Reduces future retention incentive compared with fully time‑based vesting.
• Potential dilution: Grant increases outstanding options that could dilute existing shareholders if exercised.

Insights

Securities Analyst

TL;DR: Director received a time‑based option grant for 30,000 shares at $1.10, with half vesting now and half by year‑end 2025.

The grant is a standard equity‑incentive award under the company’s 2020 Equity Incentive Plan and aligns management compensation with shareholder value via long‑dated exercise (2035). Immediate vesting of 15,000 options provides current economic alignment while the remaining 15,000 continue to vest contingent on service through December 31, 2025. The exercise price of $1.10 and ten‑year life are typical for private or newly public companies seeking retention. No cash proceeds, sales, or dispositions were reported.

Corporate Governance Expert

TL;DR: This is a routine director equity grant with mixed retention and immediate alignment features; no governance red flags in the filing.

The disclosure indicates the award is subject to the company’s existing equity plan and standard forfeiture conditions tied to continued service. Immediate vesting of half the grant can be used to reward prior service or onboarding; the remainder vesting by a specified date supports retention. The filing is complete for Section 16 purposes and is signed by the reporting person, satisfying procedural requirements.

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
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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^*

SCHWARTZ MARK N

(Last) (First) (Middle)

1007 NORTH ORANGE STREET, 4TH FLOOR

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Onfolio Holdings, Inc [ ONFO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2025

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.1	03/25/2025		A		30,000(1)		(1)	03/24/2035	Common Stock	30,000	$0	45,000	D

Explanation of Responses:

1. Represents an option award pursuant to the Company's 2020 Equity Incentive Plan. 15,000 options vested immediately and the remaining 15,000 vest on December 31, 2025. Subject to continued service with the Company through the applicable vesting dates. This award is subject to forfeiture.

	/s/ Mark Schwartz	08/15/2025
	** 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.

FAQ

What transaction did Mark N. Schwartz report on the Form 4 for ONFOW?

He reported an option award on 03/25/2025 to purchase 30,000 shares at a $1.10 exercise price, expiring 03/24/2035.

How many options vested immediately and when do the remaining options vest?

15,000 options vested immediately; the remaining 15,000 vest on December 31, 2025, subject to continued service and forfeiture conditions.

What is the total number of shares beneficially owned following the reported transaction?

The filing reports beneficial ownership of 45,000 derivative shares following the transaction.

Under what plan was the option award granted?

The award was granted pursuant to the Company’s 2020 Equity Incentive Plan, per the filing.

Does the Form 4 show any sales or dispositions by the reporting person?

No dispositions or sales are reported; the Form 4 records an acquisition (option grant) only.