Tenax Therapeutics (TENX) interim CFO reports 50,000-share option holding

Rhea-AI Filing Summary

Tenax Therapeutics, Inc.’s interim CFO, Thomas McGauley, reported a stock option covering 50,000 shares of common stock at an exercise price of $12.51 per share. The option is listed as exercisable until January 30, 2029.

According to the footnote, the option vests with 50% on January 30, 2026 and 50% on May 31, 2026, subject to McGauley’s continuous service with the company. After the reported transactions, he holds 2,000 common shares directly, 1,000 shares indirectly through a child, and 5,000 shares indirectly through a spouse.

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^*

MCGAULEY 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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								2,000	D
Common Stock								1,000	I	By Child
Common Stock								5,000	I	By Spouse

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)	$12.51	01/30/2026		M		50,000		(1)	01/30/2029	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. The options vest and become exercisable with 50% vesting January 30, 2026 and 50% vesting on May 31, 2026, subject to the Reporting Person's continuous service to the Issuer.

	/s/ S. Halle Vakani, as Attorney-in-Fact	02/03/2026
	** 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 insider transaction did TENAX THERAPEUTICS (TENX) report for its interim CFO?

Tenax Therapeutics’ interim CFO, Thomas McGauley, reported a stock option over 50,000 common shares at an exercise price of $12.51 per share, with an expiration date of January 30, 2029, according to the Form 4 insider filing.

How does the 50,000-share stock option for TENX’s interim CFO vest?

The 50,000-share stock option vests in two equal tranches: 50% on January 30, 2026 and 50% on May 31, 2026. Vesting is conditioned on the reporting person’s continuous service with Tenax Therapeutics during this period.

What direct common stock holdings does TENX interim CFO Thomas McGauley report?

Following the reported transactions, interim CFO Thomas McGauley reports direct ownership of 2,000 shares of Tenax Therapeutics common stock. This figure reflects his directly held position and is separate from additional shares reported as indirectly owned through immediate family members.

What indirect TENX shareholdings are reported by the interim CFO’s family?

The filing shows 1,000 Tenax Therapeutics common shares indirectly owned through a child and 5,000 common shares indirectly owned through a spouse. These positions are reported as indirect beneficial ownership associated with interim CFO Thomas McGauley on the Form 4.

What is the exercise price and expiration date of the TENX interim CFO’s option?

The stock option reported by Tenax Therapeutics’ interim CFO carries an exercise price of $12.51 per share. The option is shown with an expiration date of January 30, 2029, providing a defined window during which the option may be exercised.

What role does Thomas McGauley hold at Tenax Therapeutics (TENX)?

Thomas McGauley is identified as the Interim Chief Financial Officer of Tenax Therapeutics. His status as an officer is why his transactions in company securities, including options and common shares, are reported publicly on Form 4 under Section 16 requirements.