TONX CEO reports 631,864-share RSU grant with staged vesting

Rhea-AI Filing Summary

TON Strategy Co (TONX)631,864 shares at $0 on October 7, 2025, reflecting a grant of restricted stock units (RSUs) under the TON Strategy Company 2019 Stock and Incentive Plan and the CEO’s August 7, 2025 employment agreement. Following the transaction, the CEO beneficially owns 631,864 shares directly.

The RSUs vest with 25% on August 7, 2026, and one thirty-sixth of the remaining RSUs vest monthly thereafter, contingent on continued employment.

10/09/2025 - 09:08 PM

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^*

Kapustina Veronika

(Last) (First) (Middle)

C/O TON STRATEGY COMPANY

3024 SIERRA JUNIPER COURT

(Street)

LAS VEGAS NV 89138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TON Strategy Co [ TONX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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	10/07/2025		A		631,864(1)	A	$0	631,864	D

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

Explanation of Responses:

1. The restricted stock units (the "RSUs") were granted to the Reporting Person on October 7, 2025 pursuant to the TON Strategy Company 2019 Stock and Incentive Plan, as amended, and the terms of the Reporting Person's Employment Agreement, dated August 7, 2025. Twenty-five percent of the RSUs will vest on August 7, 2026, and one thirty-sixth of the remaining RSUs will vest on each subsequent monthly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.

	/s/ Sarah Olsen, Attorney-in-Fact	10/09/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TONX disclose in this Form 4?

A grant of 631,864 RSUs to the CEO on October 7, 2025, reported as an acquisition at $0.

How many shares does the TONX CEO own after the transaction?

The CEO beneficially owns 631,864 shares directly after the reported transaction.

What is the vesting schedule for the TONX CEO’s RSUs?

25% vests on August 7, 2026; the remaining RSUs vest in 36 equal monthly installments thereafter, subject to continued employment.

Under which plan were the RSUs granted at TONX?

The RSUs were granted under the TON Strategy Company 2019 Stock and Incentive Plan, as amended.

What was the transaction price reported for the TONX RSU grant?

The acquisition was reported at $0, consistent with RSU grants.

Who is the reporting person in the TONX Form 4?

An officer serving as Chief Executive Officer filed the Form 4 as a single reporting person.