TON Strategy (TONX) CFO restructures 669,820 unvested RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

TON Strategy Co CFO & COO Sarah Josephine Olsen reported two compensation-related restructuring transactions involving restricted stock units (RSUs). On April 29, she voluntarily forfeited 631,864 RSUs from an award granted on August 7, 2025 and 37,956 RSUs from an award granted on October 7, 2025, for a total of 669,820 RSUs. The RSUs were unvested and unsettled at the time of forfeiture and carried a price of $0.00, so these are non‑market events rather than open‑market share sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Olsen Sarah Josephine

Role CFO & COO

Type	Security	Shares	Price	Value
Other	Common Stock	37,956	$0.00	--
Other	Common Stock	631,864	$0.00	--

Holdings After Transaction: Common Stock — 631,864 shares (Direct, null)

Footnotes (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. Reflects a voluntary forfeiture by the Reporting Person of RSUs that were previously granted on October 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

Key Figures

RSUs forfeited (grant 1): 631,864 RSUs RSUs forfeited (grant 2): 37,956 RSUs Total RSUs restructured: 669,820 RSUs +1 more

4 metrics

RSUs forfeited (grant 1) 631,864 RSUs Voluntary forfeiture from August 7, 2025 RSU grant

RSUs forfeited (grant 2) 37,956 RSUs Voluntary forfeiture from October 7, 2025 RSU grant

Total RSUs restructured 669,820 RSUs Sum of RSUs in J-code restructuring transactions

Shares after second transaction 631,864 shares Common stock held directly following second J-code entry

Key Terms

restricted stock units ("RSUs"), voluntary forfeiture, unvested, Form 4, +1 more

5 terms

restricted stock units ("RSUs") financial

"Reflects a voluntary forfeiture by the Reporting Person of restricted stock units ("RSUs") that were previously granted"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

voluntary forfeiture financial

"Reflects a voluntary forfeiture by the Reporting Person of restricted stock units"

unvested financial

"At the time of forfeiture, the RSU award was not vested or settled, in full or in part"

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 →

05/01/2026 - 07:36 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

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^*

Olsen Sarah Josephine

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		J⁽¹⁾		37,956	D	⁽¹⁾	631,864	D
Common Stock	04/29/2026		J⁽²⁾		631,864	D	⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. Reflects a voluntary forfeiture by the Reporting Person of RSUs that were previously granted on October 7, 2025. At the time of forfeiture, the RSU award was not vested or settled, in full or in part.

	/s/ Sarah Olsen	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TONX executive Sarah Olsen report on this Form 4?

Sarah Josephine Olsen, CFO & COO of TON Strategy Co, reported two restructuring transactions. She voluntarily forfeited unvested restricted stock units totaling 669,820 RSUs, rather than buying or selling common shares in the open market.

How many TONX restricted stock units did the CFO forfeit in this filing?

The filing shows voluntary forfeiture of 631,864 RSUs from one grant and 37,956 RSUs from another, totaling 669,820 restricted stock units. Both awards were unvested and unsettled when they were forfeited.

Were TONX shares bought or sold for cash in Sarah Olsen’s reported transactions?

No cash-based share trades occurred. The transactions involved voluntary forfeiture of unvested RSUs at a stated price of $0.00 per unit, so they are non-market compensation adjustments rather than open-market purchases or sales of TON Strategy common stock.

What does transaction code J mean in the TONX Form 4 for Sarah Olsen?

Transaction code J in this Form 4 is described as “Other acquisition or disposition.” In this case, it reflects voluntary forfeitures of unvested RSU awards, categorized as restructuring activity rather than standard buys, sells, or option exercises.

What were the original grant dates of the forfeited TONX RSU awards?

The forfeited RSUs came from two prior equity awards. One RSU grant was originally made on August 7, 2025, and the other on October 7, 2025. Both awards were still unvested and unsettled when the voluntary forfeitures occurred.