TONX awards 631,864 restricted stock units to Sarah Olsen, increasing ownership

Rhea-AI Filing Summary

SARAH JOSEPHINE OLSEN, the Chief Financial Officer & Chief Operating Officer, received a grant of 631,864 restricted stock units (RSUs) on 10/07/2025 under the company’s equity plan and her employment agreement.

The RSUs carry no cash purchase price and increase her reported beneficial ownership to 669,820 shares. The award vests 25% on 08/07/2026, with the remaining RSUs vesting in equal monthly installments of one thirty-sixth thereafter, contingent on continued employment.

Positive

• Substantial equity grant of 631,864 RSUs aligns CFO/COO interests with shareholders
• Multi-year vesting (25% on 08/07/2026, then monthly) supports retention
• Issued under existing plan, indicating procedural approval and plan availability

Negative

• Potential dilution from 631,864 RSUs will increase outstanding share count when vested
• Vesting contingent on continued employment, so near-term value depends on tenure
• No exercise price or performance conditions disclosed, so upside isn't tied to specific performance metrics

Insights

Compensation Analyst

Grant is a typical retention-heavy equity award with multi-year vesting.

The award of 631,864 RSUs aligns pay with long-term employment by using a one-year cliff then monthly vesting over three additional years. That structure ties the executive’s realized pay to continued service rather than immediate cash, supporting retention.

Key dependencies include continued employment through the cliff on 08/07/2026 and post-cliff monthly service. Watch for future filings showing actual vesting, accelerated vesting provisions, or additional grants over the next 08/07/2026–08/07/2029 period.

Corporate Governance Advisor

Grant increases insider ownership but may dilute shareholders; governance disclosure is standard.

The report shows the officer’s beneficial ownership rising to 669,820 shares after the grant, which can signal alignment with shareholders. The zero-price grant and formulaic vesting are common for executive hire packages and were issued under the existing equity plan.

Material items to monitor include total outstanding shares to quantify dilution and any related-party voting disclosures in future reports; check subsequent Forms 4 or proxy materials for broader executive compensation context within the next 12 months.

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

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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^*

Olsen Sarah Josephine

(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)
	CFO & COO

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	669,820	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	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 TON Strategy Co (TONX) report on Form 4 for Sarah Olsen?

The filing reports a grant of 631,864 RSUs to Sarah Olsen on 10/07/2025, increasing her beneficial ownership to 669,820 shares.

When do the RSUs to Sarah Olsen vest?

Twenty-five percent vest on 08/07/2026, then one thirty-sixth of the remaining RSUs vest each subsequent monthly anniversary, subject to continued employment.

Was there a purchase price for the RSUs?

No. The reported transaction shows a price of $0, indicating these are a service-based equity grant.

How many shares does Sarah Olsen beneficially own after the grant?

Following the reported transaction, her beneficial ownership is reported as 669,820 shares.

Under what authority were the RSUs granted?

The RSUs were granted under the TON Strategy Company 2019 Stock and Incentive Plan, as amended, and pursuant to her Employment Agreement dated 08/07/2025.

What should investors monitor after this Form 4?

Look for future Forms 4 or proxy disclosures that report actual vesting, any acceleration, total outstanding shares to assess dilution, and additional executive compensation details.