Tonix Pharmaceuticals (TNXP) CEO awarded new multi-year stock option grants

Rhea-AI Filing Summary

Tonix Pharmaceuticals Holding Corp. reported that Chief Executive Officer Seth Lederman received two grants of stock options. Each grant is for stock options at an exercise price of $0.00 per share, dated February 24, 2026, and held directly by him.

One option grant covers 134,504 stock options and the other covers 134,503 stock options. According to the filing, one-third of each option vests on the first anniversary of issuance, with the remaining portion vesting in equal monthly installments over the following 36 months. The options were granted under the company’s Amended and Restated 2020 Stock Incentive Plan.

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

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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^*

LEDERMAN SETH

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		134,504		02/24/2027(1)	02/24/2036	Common Stock	134,504	$0.00(2)	134,504	D
Stock Option	$17.8625	02/24/2026		A		134,503		02/24/2027(1)	02/24/2036	Common Stock	134,503	$0.00(2)	134,503	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/ Seth Lederman	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Tonix Pharmaceuticals (TNXP) report for Seth Lederman?

Tonix Pharmaceuticals reported that CEO Seth Lederman received two grants of stock options. Both grants were awarded on February 24, 2026, as part of his compensation and are held directly, rather than representing any open-market stock purchases or sales.

How many stock options did the Tonix Pharmaceuticals (TNXP) CEO receive?

The CEO received two separate stock option grants, one for 134,504 options and another for 134,503 options. These derivative securities provide the right to acquire common shares, subject to the vesting schedule described in the filing’s footnotes.

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

The vesting schedule states that one-third of each option grant vests on the first anniversary of issuance. The remaining two-thirds then vest in equal monthly installments over the subsequent 36 months, creating a multi-year incentive structure for the CEO.

At what price were the Tonix Pharmaceuticals (TNXP) stock options granted to the CEO?

The stock options were granted with an exercise price of $0.00 per share according to the transaction data. This means the CEO can acquire the underlying shares without paying additional cash upon exercise, once the options have vested.

Under which plan were the Tonix Pharmaceuticals (TNXP) CEO’s options granted?

The options were granted under Tonix Pharmaceuticals’ Amended and Restated 2020 Stock Incentive Plan, as amended. This plan governs equity-based awards to executives and other participants, aligning compensation with long-term company performance through stock-linked incentives.

Do the reported Tonix Pharmaceuticals (TNXP) transactions involve any stock sales by the CEO?

The reported transactions do not involve any stock sales by the CEO. They reflect grants of stock options categorized as derivative securities, which increase his potential equity exposure rather than reducing an existing share position.