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Tenax Therapeutics (NASDAQ: TENX) awards CFO 10K shares and 450K options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tenax Therapeutics reported a Form 4 showing its Chief Financial Officer, Thomas R. Staab II, receiving new equity compensation. He was granted 10,000 shares of common stock as a restricted stock award and 450,000 stock options with an exercise price of $11.95 per share.

The restricted stock vests 25% ten days after the grant date of May 11, 2026, with the remaining 75% vesting in three equal installments on the four-month, eight-month and twelve-month anniversaries, contingent on continued employment. The options expire on May 11, 2036 and vest 25% on May 11, 2027, with the balance vesting in substantially equal monthly installments over the following 36 months, also subject to continued employment.

Positive

  • None.

Negative

  • None.
Insider STAAB THOMAS R II
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) 450,000 $0.00 --
Grant/Award Common Stock 10,000 $0.00 --
Holdings After Transaction: Stock Option (right to buy) — 450,000 shares (Direct, null); Common Stock — 10,000 shares (Direct, null)
Footnotes (1)
  1. Represents a restricted stock award which vests 25% ten days after the grant date, with the remainder vesting in three equal installments on the four-month, eight-month and twelve-month anniversaries of the grant date, subject to the Reporting Person's continued employment. The options vest and become exercisable as follows: 25% vest on May 11, 2027, and thereafter, the remainder vest in substantially equal installments on each monthly anniversary of the grant date for a period of 36 months, subject to the Reporting Person's continued employment.
Restricted stock award 10,000 shares Common stock granted to CFO on May 11, 2026
Stock options granted 450,000 options Right to buy Tenax common stock
Option exercise price $11.95 per share Strike price for 450,000 options
Options expiration May 11, 2036 Final date to exercise options
Post-grant share holdings 10,000 shares CFO common stock directly held after grant
restricted stock award financial
"Represents a restricted stock award which vests 25% ten days after the grant date"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
stock option financial
"The options vest and become exercisable as follows: 25% vest on May 11, 2027"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
exercise price financial
"conversion_or_exercise_price": "11.9500""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vesting financial
"the remainder vesting in three equal installments on the four-month, eight-month and twelve-month anniversaries"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
expiration date financial
"expiration_date": "2036-05-11T00:00:00.000Z""
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.
SEC Form 4
FORM 4UNITED 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*
STAAB THOMAS R II

(Last)(First)(Middle)
101 GLEN LENNOX DRIVE SUITE 300

(Street)
CHAPEL HILL NORTH CAROLINA 27517

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
TENAX THERAPEUTICS, INC. [ TENX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/11/2026A10,000(1)A$010,000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$11.9505/11/2026A450,000 (2)05/11/2036Common Stock450,000$0450,000D
Explanation of Responses:
1. Represents a restricted stock award which vests 25% ten days after the grant date, with the remainder vesting in three equal installments on the four-month, eight-month and twelve-month anniversaries of the grant date, subject to the Reporting Person's continued employment.
2. The options vest and become exercisable as follows: 25% vest on May 11, 2027, and thereafter, the remainder vest in substantially equal installments on each monthly anniversary of the grant date for a period of 36 months, subject to the Reporting Person's continued employment.
/s/ S. Halle Vakani, as Attorney-in-Fact05/13/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity compensation did Tenax Therapeutics (TENX) CFO receive?

The CFO received 10,000 shares of common stock as a restricted stock award and 450,000 stock options. The options carry an exercise price of $11.95 per share and expire on May 11, 2036, forming part of his long-term incentive package.

How do the Tenax (TENX) CFO’s restricted stock awards vest?

The 10,000-share restricted stock award vests 25% ten days after the May 11, 2026 grant date. The remaining 75% vests in three equal installments on the four-month, eight-month, and twelve-month anniversaries, conditioned on the CFO’s continued employment with Tenax Therapeutics.

What is the vesting schedule for the Tenax (TENX) CFO’s stock options?

The 450,000 stock options vest 25% on May 11, 2027. The remaining options then vest in substantially equal installments on each monthly anniversary of the grant date for 36 months, subject to the CFO’s continued employment, providing long-term equity exposure.

What is the exercise price and expiration date of the Tenax (TENX) CFO options?

The stock options granted to the CFO have an exercise price of $11.95 per share. They expire on May 11, 2036, giving a long-dated right to purchase Tenax Therapeutics common stock if vesting and employment conditions are satisfied.

Did the Tenax (TENX) CFO buy or sell shares in the open market?

No open-market buy or sell is reported. The filing shows equity grants: a 10,000-share restricted stock award and 450,000 stock options. These are compensation-related awards rather than discretionary market purchases or sales of Tenax Therapeutics common stock.

How many Tenax (TENX) shares does the CFO hold after these grants?

Following the restricted stock grant, the CFO holds 10,000 shares of Tenax Therapeutics common stock directly. He also holds 450,000 stock options exercisable at $11.95 per share, which vest over time according to the disclosed vesting schedule.