Tenax Therapeutics, Inc. (TENX) CMO reports stock buys, options holdings

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. director and Chief Medical Officer reported recent open-market purchases of the company’s common stock and detailed his equity holdings. On December 2, 2025, he bought 1,000 shares at a weighted average price of $9.0059, followed by 1,500 shares at $9.0786 on December 3 and 2,500 shares at $9.1992 on December 4.

After these transactions he directly owns 2,766 common shares and has additional indirect holdings of 2,500, 1,194, and 1,194 shares through specified family trusts, for which he disclaims beneficial ownership beyond his pecuniary interest. He also beneficially owns stock options over 157, 63, 119, 500,000, and 625,000 shares at stated exercise prices, with vesting tied to time-based schedules and milestones such as a Phase 3 clinical trial, FDA-related steps, and continued employment.

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^*

Rich Stuart

(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)
	Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2025

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	12/02/2025		P		1,000	A	$9.0059(1)	1,266	D
Common Stock	12/03/2025		P		1,500	A	$9.0786(2)	2,766	D
Common Stock	12/04/2025		P		2,500(3)	A	$9.1992	2,500	I	By Stuart Rich Revocable Trust DTD 11/18/1996(4)
Common Stock								1,194	I	By Stuart Rich 2022 Irrevocable Trust(5)
Common Stock								1,194	I	By Andrea Rich 2021 Irrevocable Trust(6)

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)	$2,848							(7)	01/15/2031	Common Stock	157		157	D
Stock Option (right to buy)	$992							(8)	06/09/2032	Common Stock	63		63	D
Stock Option (right to buy)	$3.549							(9)	05/17/2034	Common Stock	119		119	D
Stock Option (right to buy)	$5.94							12/10/2025	12/10/2034	Common Stock	500,000		500,000	D
Stock Option (right to buy)	$5.89							(10)	05/16/2035	Common Stock	625,000		625,000	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $8.89 to $9.06. 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 $8.88 to $9.22. 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 $9.00 to $9.46. 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 Reporting Person is trustee of the Stuart Rich Revocable Trust DTD 11/18/1996 and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. The Reporting Person is special asset advisor to the Stuart Rich 2022 Irrevocable Trust, a Spousal Lifetime Access Trust (the "Trust"). As such, the Reporting Person has voting and dispositive power over the reported securities held in the Trust, however disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. The Reporting Person is co-trustee of the Andrea Rich 2021 Irrevocable Trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. The options vest and become exercisable in four equal installments, with 25% vesting after the start of a Phase 3 clinical trial, 25% vesting after the database lock with respect to the trial, 25% vesting after the opening of an Investigational New Drug Application with the U.S. Food and Drug Administration ("FDA"), and 25% vesting after the approval from the FDA, subject to the Reporting Person's continued employment.

8. 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.

9. 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.

10. 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	12/05/2025
	** 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 insider stock purchases were reported for Tenax Therapeutics, Inc. (TENX)?

The reporting person, a director and Chief Medical Officer of Tenax Therapeutics, Inc., reported open-market purchases of 1,000, 1,500, and 2,500 common shares on December 2, 3, and 4, 2025 at weighted average prices of $9.0059, $9.0786, and $9.1992, respectively.

How many Tenax Therapeutics (TENX) shares does the reporting person hold directly and indirectly?

Following the reported transactions, the reporting person directly owns 2,766 Tenax Therapeutics common shares and has indirect holdings of 2,500, 1,194, and 1,194 shares through the Stuart Rich Revocable Trust, the Stuart Rich 2022 Irrevocable Trust, and the Andrea Rich 2021 Irrevocable Trust.

How does the reporting person characterize his beneficial ownership of Tenax Therapeutics shares held in trusts?

For each of the three trusts, the reporting person notes his role (trustee or advisor) and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest in those shares.

What stock options related to Tenax Therapeutics (TENX) does the reporting person hold?

He beneficially owns several stock options to buy Tenax Therapeutics common stock covering 157, 63, 119, 500,000, and 625,000 shares at stated exercise prices, with expirations ranging from January 15, 2031 to May 16, 2035.

How do some of the Tenax Therapeutics stock options vest for the reporting person?

One option grant vests in four equal installments tied to milestones: the start of a Phase 3 clinical trial, database lock for the trial, opening of an Investigational New Drug Application with the FDA, and FDA approval, each subject to the reporting person’s continued employment.

What is the reporting person’s role at Tenax Therapeutics, Inc. (TENX)?

The reporting person is both a director and an officer of Tenax Therapeutics, Inc., serving as the company’s Chief Medical Officer, and the Form 4 is filed for one reporting person.