[Form 4] TENAX THERAPEUTICS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. (TENX)11/18/2025, the insider purchased 1,612 shares at a weighted average price of $7.7546, followed by 455 shares at $7.5091 on 11/19/2025 and 538 shares at $7.5887 on 11/20/2025. After these open‑market purchases, the insider beneficially owned 2,605 shares of Tenax common stock directly.

The filing also lists existing stock options held by the insider. These include options exercisable for 157 shares of common stock expiring on 07/06/2031, 125 shares expiring on 06/09/2032, and 437 shares expiring on 05/17/2034, along with larger grants for 1,250,000 shares at an exercise price of $5.94 expiring on 12/10/2034 and 1,400,000 shares at $5.89 expiring on 05/16/2035. The vesting of these options is tied to continued employment and follows specified annual or monthly schedules.

11/20/2025 - 06:38 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^*

Giordano Christopher Thomas

(Last) (First) (Middle)

101 GLEN LENNOX DRIVE, SUITE 300

(Street)

CHAPEL HILL NC 27517

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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
Common Stock	11/18/2025		P		1,612	A	$7.7546(1)	1,612	D
Common Stock	11/19/2025		P		455	A	$7.5091(2)	2,067	D
Common Stock	11/20/2025		P		538	A	$7.5887(3)	2,605	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$3,152							(4)	07/06/2031	Common Stock	157		157	D
Stock Option (right to buy)	$992							(5)	06/09/2032	Common Stock	125		125	D
Stock Option (right to buy)	$3.549							(6)	05/17/2034	Common Stock	437		437	D
Stock Option (right to buy)	$5.94							12/10/2025	12/10/2034	Common Stock	1,250,000		1,250,000	D
Stock Option (right to buy)	$5.89							(7)	05/16/2035	Common Stock	1,400,000		1,400,000	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $7.47 to $7.68. The price reported in Column 4 is a weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

2. This transaction was executed in multiple trades at prices ranging from $7.35 to $7.62. The price reported in Column 4 is a weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

3. This transaction was executed in multiple trades at prices ranging from $7.54 to $7.73. The price reported in Column 4 is a weighted average price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

4. The options vested and became exercisable as follows: 25% of the underlying shares of common stock vested and became exercisable on each of July 6, 2022, July 6, 2023, July 6, 2024, and July 6, 2025, subject to the Reporting Person's continued employment.

5. The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of June 9, 2023, June 9, 2024, June 9, 2025, and June 9, 2026, subject to the Reporting Person's continued employment.

6. The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on each of May 17, 2025, May 17, 2026, May 17, 2027, and May 17, 2028, subject to the Reporting Person's continued employment.

7. The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on May 16, 2026, and thereafter 1/36th of the remaining shares will vest on the last day of each following month for a period of 36 months, subject to the Reporting Person's continued employment.

	/s/ S. Halle Vakani, as Attorney-in-Fact	11/20/2025
	** 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.
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FAQ

What insider transaction is disclosed for TENAX THERAPEUTICS (TENX)?

The filing reports that the CEO and director of Tenax Therapeutics, Inc. (TENX) bought company common stock in open‑market transactions on three days in November 2025 and now directly holds 2,605 shares.

How many TENX shares did the CEO buy and at what prices?

The insider purchased 1,612 Tenax common shares at a weighted average price of $7.7546 on 11/18/2025, 455 shares at $7.5091 on 11/19/2025, and 538 shares at $7.5887 on 11/20/2025.

What is the CEO’s total direct ownership of TENX common stock after these trades?

After the reported transactions, the CEO and director beneficially owns 2,605 shares of Tenax Therapeutics common stock in direct ownership form.

What stock options on TENX shares does the CEO hold?

The filing lists several stock options, including grants exercisable for 157 shares expiring on 07/06/2031, 125 shares expiring on 06/09/2032, 437 shares expiring on 05/17/2034, 1,250,000 shares at $5.94 expiring on 12/10/2034, and 1,400,000 shares at $5.89 expiring on 05/16/2035.

How do the TENX stock options vest for the CEO?

For the smaller grants, 25% of the underlying shares vest and become exercisable each year on specified dates from 2022 through 2028, subject to continued employment. For the larger grant tied to 05/16/2035, 25% vests on 05/16/2026, and the remaining shares vest in equal monthly installments over the following 36 months, also subject to continued employment.

What do the weighted average prices in the TENX Form 4 mean?

The reported prices of $7.7546, $7.5091, and $7.5887 are weighted average prices for trades executed in multiple lots within price ranges disclosed in the notes. The insider has undertaken to provide full trade details upon request to the SEC staff, the issuer, or its security holders.