Tonix Pharmaceuticals (TNXP) CMO granted two new stock option awards

Rhea-AI Filing Summary

SULLIVAN GREGORY M reported acquisition or exercise transactions in this Form 4 filing.

Tonix Pharmaceuticals Holding Corp. Chief Medical Officer Gregory M. Sullivan reported receiving two grants of stock options covering 39,012 and 39,011 shares on February 24, 2026. One-third of each option grant vests on the first anniversary of issuance, with the remaining portion vesting monthly 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^*

SULLIVAN GREGORY M

(Last) (First) (Middle)

C/O TONIX PHARMACEUTICALS HOLDINGS 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 Medical 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/ Gregory Sullivan	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Tonix Pharmaceuticals (TNXP) report for Gregory M. Sullivan?

Tonix Pharmaceuticals reported that Chief Medical Officer Gregory M. Sullivan received two stock option grants for 39,012 and 39,011 shares. These derivative awards were recorded as acquisitions on February 24, 2026, increasing his directly held stock option positions in the company.

How many Tonix Pharmaceuticals (TNXP) stock options were granted to the CMO?

Gregory M. Sullivan was granted stock options covering 39,012 shares in one award and 39,011 shares in a second award. Both grants are reported as derivative securities and increase his total directly owned stock option holdings as disclosed in the Form 4.

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

The CMO’s stock options vest over time. One-third of each 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 total vesting period tied to continued service.

Under which plan were the Tonix Pharmaceuticals (TNXP) options to Gregory Sullivan granted?

The stock options granted to Chief Medical Officer Gregory M. Sullivan were issued under Tonix Pharmaceuticals’ Amended and Restated 2020 Stock Incentive Plan, as amended. This plan governs equity awards such as stock options to company officers, employees, and other eligible participants.

Does the Form 4 show Gregory Sullivan buying or selling Tonix Pharmaceuticals (TNXP) stock?

The Form 4 does not show open-market buying or selling of Tonix stock. Instead, it reports the grant or award acquisition of two derivative securities, specifically stock options, which are equity incentives rather than immediate share purchases or sales.

What ownership type is reported for Gregory Sullivan’s new Tonix Pharmaceuticals (TNXP) options?

The new stock options for Gregory M. Sullivan are reported as directly owned. The Form 4 lists the ownership code as “D” for direct, with no footnote indicating that the options are held through a separate entity, trust, or other indirect structure.