Tonix (TNXP) CFO granted stock options with multi-year vesting

Rhea-AI Filing Summary

SAENGER BRADLEY reported acquisition or exercise transactions in this Form 4 filing.

Tonix Pharmaceuticals Holding Corp. reported that Chief Financial Officer Bradley Saenger received two grants of stock options on February 24, 2026, covering 39,012 and 39,011 underlying shares. The options were issued under the company’s Amended and Restated 2020 Stock Incentive Plan.

According to the vesting terms, one-third of each option grant vests on the first anniversary of issuance, with the remaining portion vesting in equal monthly installments of 1/48 each month over the following 36 months. These awards increase the CFO’s directly held derivative securities in the company.

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^*

SAENGER BRADLEY

(Last) (First) (Middle)

C/O TONIX PHARMACEUTICALS HOLDING CORP

200 CONNEL DRIVE, SUITE 3100

(Street)

BERKLEY HEIGHTS NJ 07922

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tonix Pharmaceuticals Holding Corp. [ TNXP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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

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	$14.29	02/24/2026		A		39,012		02/24/2027(1)	02/24/2036	Common Stock	39,012	$0.00(2)	39,012	D
Stock Option	$17.8625	02/24/2026		A		39,011		02/24/2027(1)	02/24/2036	Common Stock	39,011	$0.00(2)	39,011	D

Explanation of Responses:

1. One-third of the option vests on the first anniversary of issuance and 1/48th each month thereafter for 36 months.

2. The option was granted pursuant to the Issuer's Amended and Restated 2020 Stock Incentive Plan, as amended.

	/s/ Bradley Saenger	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Tonix Pharmaceuticals (TNXP) report for its CFO?

Tonix Pharmaceuticals reported that Chief Financial Officer Bradley Saenger received two stock option grants on February 24, 2026. The options cover 39,012 and 39,011 underlying shares and were issued as equity compensation under the company’s Amended and Restated 2020 Stock Incentive Plan.

How many Tonix (TNXP) stock options were granted to the CFO on February 24, 2026?

The CFO received two separate stock option grants covering 39,012 and 39,011 underlying shares. These derivative awards are reported as directly owned and represent equity-based compensation rather than open-market share purchases, aligning the executive’s interests more closely with long-term shareholder value.

What is the vesting schedule for the new Tonix (TNXP) CFO stock options?

Each stock option grant vests one-third on the first anniversary of issuance. The remaining two-thirds vests in 1/48 increments each month over the next 36 months, creating a multi-year vesting schedule that encourages continued service and longer-term performance alignment by the CFO.

Under which equity plan were the Tonix (TNXP) CFO stock options granted?

The options granted to the CFO were issued under Tonix Pharmaceuticals’ Amended and Restated 2020 Stock Incentive Plan, as amended. This plan provides the framework for equity-based awards such as stock options, supporting the company’s approach to executive compensation and retention incentives.

Do the reported Tonix (TNXP) CFO stock option grants involve open-market share purchases or sales?

The reported transactions are classified as stock option grants, not open-market purchases or sales. They are coded as awards or other acquisitions, reflecting compensation granted by the company to the CFO rather than trading activity in Tonix Pharmaceuticals shares on the public market.