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

Rhea-AI Filing Summary

Onfolio Holdings, Inc. (ticker: ONFOW) reported an insider equity grant to director David Christopher McKeegan. The Form 4 discloses a stock option award dated 03/25/2025 covering 30,000 options with an exercise price of $1.10 that expire on 03/24/2035. Of those options, 15,000 vested immediately and 15,000 vest on December 31, 2025, subject to continued service and possible forfeiture. The filing shows 45,000 derivative securities beneficially owned by Mr. McKeegan following the transaction. The Form is signed by the reporting person on 08/15/2025 and lists his address in Wilmington, DE.

Insights

Financial Analyst

TL;DR: Director received a 30,000-option award (half immediately vested), increasing his direct holdings to 45,000 derivative securities.

The grant is a typical equity-based compensation event that aligns the director's incentives with shareholder value without providing cash compensation details. The option exercise price is stated at $1.10 and the options expire in 2035, giving a long runway for potential value realization. Immediate vesting of 15,000 options provides near-term alignment while the remaining tranche vests on 12/31/2025 subject to continued service. The filing does not disclose prior holdings in common stock, total outstanding shares, or the potential dilutive impact as a percentage of the company; those figures would be required to quantify materiality for investors.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard option award with partial immediate vesting and service-based forfeiture conditions.

The award follows common practice of using options to retain and incentivize directors. The disclosure clearly states vesting terms and forfeiture conditions, which supports transparency. The Form 4 does not indicate any affiliated-party transaction beyond the director status, nor does it reference a Rule 10b5-1 plan. Absent additional context on the company’s overall equity comp practices or comparator peer grants, this single filing appears routine rather than extraordinary.

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^*

McKeegan David Christopher

(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/ David McKeegan	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).
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