Tonix Pharmaceuticals (TNXP) CTO receives two new stock option grants

Rhea-AI Filing Summary

Fogarty Siobhan reported acquisition or exercise transactions in this Form 4 filing.

Tonix Pharmaceuticals Holding Corp. reported that Chief Technology Officer Siobhan Fogarty received two grants of stock options. One option covers 39,012 shares and the other covers 39,011 shares, both recorded as awards with no cash paid per option at grant.

According to the terms, one-third of each option vests on the first anniversary of issuance, and the remaining portion vests in equal monthly installments over the following 36 months. The options were granted under the company’s Amended and Restated 2020 Stock Incentive Plan, providing long-term, equity-based compensation tied to the company’s share performance.

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^*

Fogarty Siobhan

(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 Technology 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/ Siobhan Fogarty	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 Siobhan Fogarty?

Tonix Pharmaceuticals reported that Chief Technology Officer Siobhan Fogarty received two grants of stock options. One grant covers 39,012 shares and the other 39,011 shares, awarded with no cash price per option at the time of grant.

How many stock options did the Tonix Pharmaceuticals CTO acquire in this Form 4?

The CTO acquired two stock option awards totaling 78,023 optioned shares. One option grant covers 39,012 shares, and the second covers 39,011 shares, each recorded as a grant or award rather than an open-market purchase of Tonix Pharmaceuticals stock.

What is the vesting schedule for the Tonix Pharmaceuticals CTO stock options?

The stock options vest over a multi-year period. One-third of each option grant vests on the first anniversary of issuance, and the remaining two-thirds vest in equal monthly installments over the next 36 months, creating a four-year overall vesting horizon.

Under which plan were Siobhan Fogarty’s Tonix Pharmaceuticals options granted?

The options were granted under Tonix Pharmaceuticals’ Amended and Restated 2020 Stock Incentive Plan, as amended. This plan governs equity-based awards for eligible participants, aligning executive compensation with long-term company performance and shareholder interests through stock options and related incentives.

Did the Tonix Pharmaceuticals CTO buy or sell common shares in this Form 4?

The Form 4 reports awards of stock options, not open-market trades in common shares. Both transactions are coded as grants or other acquisitions, indicating new option awards rather than purchases or sales of Tonix Pharmaceuticals common stock in the market.