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Director at TON Strategy (NASDAQ: TONX) forfeits 14,803 unvested RSUs in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TON Strategy Co director reports voluntary forfeiture of unvested RSUs. Director Cary Nicolas Claude surrendered 14,803 restricted stock units that had been granted on August 7, 2025. The RSUs were not vested or settled at the time, involved no cash consideration, and left the director with zero shares reported after this transaction.

Positive

  • None.

Negative

  • None.
Insider Cary Nicolas Claude
Role null
Type Security Shares Price Value
Other Common Stock 14,803 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSUs forfeited 14,803 units Voluntary forfeiture of unvested RSUs granted August 7, 2025
Transaction price per unit $0.00 Price per restricted stock unit in forfeiture transaction
Shares following transaction 0 shares Total shares reported after RSU forfeiture
restricted stock units financial
"Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
voluntary forfeiture financial
"Reflects a voluntary forfeiture by the Reporting Person of restricted stock units"
Form 4 regulatory
"INSIDER FILING DATA (Form 4):"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
other acquisition or disposition financial
"transaction_code_description": "Other acquisition or disposition""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Cary Nicolas Claude
(Last)(First)(Middle)
C/O TON STRATEGY COMPANY
2300 W. SAHARA AVENUE, SUITE 800
(Street)
LAS VEGAS NEVADA 89102
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
TON Strategy Co [ TONX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/29/2026J(1)14,803D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted on August 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.
/s/ Nicolas Claude Cary05/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TONX director Cary Nicolas Claude report on this Form 4?

Cary Nicolas Claude reported a voluntary forfeiture of 14,803 restricted stock units. These RSUs were previously granted as equity compensation and had not vested or been settled. The event reflects a non-cash adjustment to compensation, not an open-market stock purchase or sale.

How many TONX restricted stock units were affected in this TON Strategy Co Form 4?

The filing shows 14,803 restricted stock units were voluntarily forfeited. According to the disclosure, these RSUs had been granted on August 7, 2025 and were still unvested and unsettled. As a result, they did not convert into common shares before being forfeited.

Was there a purchase or sale of TONX common stock in this insider filing?

No, the Form 4 does not report an open-market purchase or sale. It records a J-code “other” transaction, specifically a voluntary forfeiture of unvested restricted stock units at a price of $0.00 per unit. No cash proceeds or trading in TONX common stock are described.

What was the impact of the RSU forfeiture on Cary Nicolas Claude’s TONX holdings?

Following the forfeiture of 14,803 RSUs, the Form 4 lists total shares owned after the transaction as zero. Because the RSUs were unvested and never settled into stock, the change reflects the removal of a potential equity award rather than a sale of existing shares.

What does the J transaction code mean in TON Strategy Co’s Form 4 for TONX?

The J code in this Form 4 indicates an “other acquisition or disposition” rather than a standard buy or sell. Here it represents a voluntary forfeiture of unvested restricted stock units, treated as a restructuring-type change in equity compensation instead of an open-market transaction.