TON Strategy Co (TONX) CEO awarded 1,137,500 RSUs in equity grant

Rhea-AI Filing Summary

Wilson Kevin Mark reported acquisition or exercise transactions in this Form 4 filing.

TON Strategy Co Chief Executive Officer Kevin Mark Wilson received a grant of 1,137,500 restricted stock units of common stock at no cash cost under the 2026 Equity Incentive Plan and his Employment Agreement. 25% vest on May 4, 2027, with the remainder vesting in equal monthly installments thereafter, contingent on continued employment, bringing his holdings to 1,145,520 shares.

Insider Trade Summary

Net Buyer: 1,137,500 shares

Net Buy 1 txn

Insider Wilson Kevin Mark

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	1,137,500	$0.00	$0.00

Holdings After Transaction: Common Stock — 1,145,520 shares (Direct)

Footnotes (1)

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 April 16, 2026. Twenty-five percent of the RSUs will vest on May 4, 2027, 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.

Key Figures

RSUs granted: 1,137,500 units Grant price per share: $0.0000 Shares following transaction: 1,145,520 shares +3 more

6 metrics

RSUs granted 1,137,500 units Restricted stock units granted to CEO on July 21, 2026

Grant price per share $0.0000 RSUs granted at no cash cost per share

Shares following transaction 1,145,520 shares Total TON Strategy Co common shares held by CEO after grant

Initial vesting portion 25% Portion of RSUs vesting on May 4, 2027

Ongoing vesting rate one thirty-sixth of remaining RSUs Vests on each monthly anniversary after May 4, 2027

Rule 10b5-1 checkbox false Grant not reported under a Rule 10b5-1 trading plan

Key Terms

restricted stock units, Equity Incentive Plan, vesting, Employment Agreement

4 terms

restricted stock units financial

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

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.

Equity Incentive Plan financial

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

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

vesting financial

"Twenty-five percent of the RSUs will vest on May 4, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Employment Agreement financial

"the Reporting Person's Employment Agreement, dated April 16, 2026"

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 - 04:21 PM Accepted by SEC EDGAR 07/22/2026 - 04:20 PM Learn about SEC filing dates

FAQ

What transaction involving TONX did CEO Kevin Mark Wilson report?

Kevin Mark Wilson reported receiving 1,137,500 restricted stock units of TON Strategy Co common stock at $0.0000 per share. The units were granted under the TON Strategy Company 2026 Equity Incentive Plan and his Employment Agreement dated April 16, 2026.

What is the vesting schedule for the 1,137,500 RSUs at TON Strategy Co (TONX)?

The grant vests with 25% of the RSUs on May 4, 2027. The remaining RSUs vest in one thirty-sixth increments on each subsequent monthly anniversary, subject to Kevin Mark Wilson’s continued employment with TON Strategy Co.

How many TON Strategy Co (TONX) shares does the CEO hold after this grant?

After the reported grant, Kevin Mark Wilson holds 1,145,520 shares of TON Strategy Co common stock in total. This figure reflects his position following the issuance of 1,137,500 restricted stock units reported in the Form 4.

Were the TON Strategy Co (TONX) RSUs granted under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked, and the footnote states the RSUs were granted under the 2026 Equity Incentive Plan and his Employment Agreement, not pursuant to a Rule 10b5-1 trading plan.

What conditions affect vesting of the TONX RSUs granted to the CEO?

Vesting is explicitly subject to continued employment with TON Strategy Co. If Kevin Mark Wilson remains employed, 25% of the RSUs vest on May 4, 2027, and one thirty-sixth of the remaining units vests on each monthly anniversary thereafter.

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^*

Wilson Kevin Mark

(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)
	Chief Executive Officer

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		1,137,500(1)	A	$0	1,145,520	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 April 16, 2026. Twenty-five percent of the RSUs will vest on May 4, 2027, 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/ Kevin Wilson	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)