Tenax Therapeutics (TENX) CMO granted 250,000 stock options at $13.3

Rhea-AI Filing Summary

Tenax Therapeutics, Inc. reported a new equity award to its chief medical officer and director, Stuart Rich. On January 9, 2026, he received a grant of stock options to buy 250,000 shares of common stock at an exercise price of $13.3 per share. These options vest over time, with 25% becoming exercisable on January 9, 2027 and the remaining shares vesting in equal monthly installments over the following 36 months, conditioned on his continued employment.

After this grant, he holds 5,266 shares of common stock directly, plus additional shares held indirectly through several family trusts. The filing states that he has voting or trustee roles with these trusts but disclaims beneficial ownership of their shares except to the extent of any pecuniary interest.

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

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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)
01/09/2026

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								5,266	D
Common Stock								1,194	I	By Stuart Rich 2022 Irrevocable Trust(1)
Common Stock								1,194	I	By Andrea Rich 2021 Irrevocable Trust(2)
Common Stock								5,000	I	By Stuart Rich Revocable Trust DTD 11/18/1996(3)

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)	$13.3	01/09/2026		A		250,000		(4)	01/09/2036	Common Stock	250,000	$0	250,000	D
Stock Option (right to buy)	$2,848							(5)	01/15/2031	Common Stock	157		157	D
Stock Option (right to buy)	$992							(6)	06/09/2032	Common Stock	63		63	D
Stock Option (right to buy)	$3.549							(7)	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							(8)	05/16/2035	Common Stock	625,000		625,000	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. The options vest and become exercisable as follows: 25% of the underlying shares of common stock vest and become exercisable on January 9, 2027, 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.

5. 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.

6. 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.

7. 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.

8. 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	01/13/2026
	** 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).
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FAQ

What did TENX disclose in this Form 4 filing?

The filing reports that chief medical officer and director Stuart Rich received a grant of stock options and lists his direct and indirect holdings of Tenax Therapeutics common stock.

How many Tenax Therapeutics (TENX) options were granted to Stuart Rich?

He was granted stock options for 250,000 shares of Tenax Therapeutics common stock on January 9, 2026.

What is the exercise price and vesting schedule of the new TENX stock options?

The options have an exercise price of $13.3 per share. 25% vest on January 9, 2027, and the remaining shares vest in equal monthly installments over the next 36 months, subject to his continued employment.

How many TENX common shares does Stuart Rich own directly after this transaction?

After the reported transactions, he directly holds 5,266 shares of Tenax Therapeutics common stock.

What indirect holdings of TENX stock are reported for Stuart Rich?

Indirect holdings include 1,194 shares held by the Stuart Rich 2022 Irrevocable Trust, 1,194 shares held by the Andrea Rich 2021 Irrevocable Trust, and 5,000 shares held by the Stuart Rich Revocable Trust DTD 11/18/1996.

How does Stuart Rich treat beneficial ownership of TENX shares held in the family trusts?

The filing states that he has voting or trustee roles with these trusts but disclaims beneficial ownership of their shares except to the extent of his pecuniary interest.

Are there other TENX stock options held by Stuart Rich besides the new grant?

Yes. The filing lists additional stock options covering 157, 63, 119, 500,000, and 625,000 underlying shares, each with separate exercise prices and vesting schedules.