TON Strategy Co (TONX) grants 1,302,500 and 218,000 RSUs to its CFO

Rhea-AI Filing Summary

Olsen Sarah Josephine reported acquisition or exercise transactions in this Form 4 filing.

TON Strategy Co granted equity awards to its CFO & COO, Sarah Josephine Olsen. She received 1,302,500 restricted stock units and an additional 218,000 RSUs on July 21, 2026 under the 2026 Equity Incentive Plan. For the larger grant, 25% vests on August 7, 2026 and one thirty-sixth of the remaining RSUs vests on each monthly anniversary thereafter, subject to continued employment. The second grant vests in full on August 7, 2026.

Insider Trade Summary

Net Buyer: 1,520,500 shares

Net Buy 2 txns

Insider Olsen Sarah Josephine

Role CFO & COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	1,302,500	$0.00	$0.00
Grant/Award	Common Stock F2	218,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,527,940 shares (Direct)

Footnotes (2)

1. F1. The restricted stock units (the "RSUs") were granted to the Reporting Person on July 21, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and the terms of the Reporting Person's Employment Agreement, dated August 7, 2026. 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.
2. F2. The restricted stock units (the "RSUs") were granted to the Reporting Person on July 21, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and will vest on August 7, 2026.

Key Figures

RSU grant size (F1): 1,302,500 RSUs RSU grant size (F2): 218,000 RSUs Initial vesting portion: 25% +3 more

6 metrics

RSU grant size (F1) 1,302,500 RSUs Restricted stock units granted on July 21, 2026 under the 2026 Equity Incentive Plan

RSU grant size (F2) 218,000 RSUs Additional restricted stock units granted on July 21, 2026 under the 2026 Equity Incentive Plan

Initial vesting portion 25% Portion of the 1,302,500 RSU grant vesting on August 7, 2026

Monthly vesting fraction 1/36 Fraction of remaining RSUs vesting each monthly anniversary after August 7, 2026

RSU grant date July 21, 2026 Grant date for both RSU awards to the CFO & COO

Key vesting date August 7, 2026 Date when 25% of the large grant and all 218,000 RSUs vest

Key Terms

restricted stock units (the "RSUs"), TON Strategy Company 2026 Equity Incentive Plan, vest, monthly anniversary

4 terms

restricted stock units (the "RSUs") financial

"The restricted stock units (the "RSUs") were granted to the Reporting Person"

TON Strategy Company 2026 Equity Incentive Plan financial

"pursuant to the TON Strategy Company 2026 Equity Incentive Plan"

vest financial

"Twenty-five percent of the RSUs will vest on August 7, 2026"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

monthly anniversary financial

"one thirty-sixth of the remaining RSUs will vest on each subsequent monthly anniversary"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/22/2026 - 04:14 PM Accepted by SEC EDGAR 07/22/2026 - 04:14 PM Learn about SEC filing dates

FAQ

What insider equity awards did TONX grant to CFO Sarah Josephine Olsen?

TON Strategy Co granted CFO & COO Sarah Josephine Olsen 1,302,500 and 218,000 restricted stock units on July 21, 2026. These RSUs were issued under the 2026 Equity Incentive Plan as part of her employment compensation package.

How do the TONX RSU grants to Sarah Josephine Olsen vest?

For the 1,302,500 RSU grant, 25% vests on August 7, 2026, with one thirty-sixth of the remainder vesting monthly thereafter. The separate 218,000 RSU grant vests entirely on August 7, 2026, assuming continued employment.

Were TONX shares purchased on the market in this Form 4 for Sarah Olsen?

No market purchases occurred; both TONX transactions are RSU grants at a reported price of $0.00 per share. They represent compensation awards that will settle in common stock as they vest, rather than open-market buying.

Under what plan were the TONX RSUs to Sarah Olsen granted?

Both RSU awards to Sarah Josephine Olsen were granted under the TON Strategy Company 2026 Equity Incentive Plan. One grant also references her Employment Agreement dated August 7, 2026 as part of the governing terms.

When do Sarah Olsen’s TONX RSUs start vesting and what is the key date?

The initial vesting date for both TONX RSU grants is August 7, 2026. On that date, 25% of the larger 1,302,500 RSU award and all 218,000 RSUs from the second grant are scheduled to vest, assuming continued employment.

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 CO

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)
07/21/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/21/2026		A		1,302,500(1)	A	$0	1,309,940	D
Common Stock	07/21/2026		A		218,000(2)	A	$0	1,527,940	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 July 21, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and the terms of the Reporting Person's Employment Agreement, dated August 7, 2026. 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.

2. The restricted stock units (the "RSUs") were granted to the Reporting Person on July 21, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and will vest on August 7, 2026.

	/s/ Sarah Olsen	07/22/2026
	** 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)