TON Strategy director forfeits 12,146 RSUs

TON Strategy Co director Highfield Tucker Montana reported a restructuring-related change in equity compensation.

Rhea-AI Filing Summary

TON Strategy Co director Highfield Tucker Montana reported a restructuring-related change in equity compensation. On April 29, 2026, the director voluntarily forfeited 12,146 restricted stock units that had been granted on August 7, 2025.

The footnote explains that the RSU award was not vested or settled, in full or in part, at the time of forfeiture. Because the RSUs had not vested into common shares, this was a non-cash, non-market transaction rather than an open-market stock sale or purchase. Following the transaction, the Form 4 shows zero shares of common stock held directly.

Insider Trade Summary

Other: 12,146 shares

Other 1 txn

Insider Highfield Tucker Montana

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	12,146	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSUs forfeited: 12,146 units Transaction price per share: $0.00 Shares held after transaction: 0 shares +1 more

4 metrics

RSUs forfeited 12,146 units Voluntary forfeiture of unvested RSUs granted August 7, 2025

Transaction price per share $0.00 Reported for the 12,146 RSUs forfeited

Shares held after transaction 0 shares Common stock directly held by director following Form 4 event

Transaction date April 29, 2026 Date of RSU forfeiture reported on Form 4

Key Terms

restricted stock units ("RSUs"), voluntary forfeiture, vested or settled, Form 4

4 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"

vested or settled 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TON Strategy Co (TONX) report on this Form 4?

TON Strategy Co reported that director Highfield Tucker Montana voluntarily forfeited 12,146 restricted stock units. These RSUs were previously granted on August 7, 2025 and had not vested or settled at the time of forfeiture, making it a compensation-related restructuring rather than a market trade.

Did the TONX director buy or sell common stock in this Form 4 filing?

No, the TONX director did not buy or sell common stock. The filing shows a voluntary forfeiture of 12,146 unvested restricted stock units, with a reported price per share of $0.00, indicating no open-market transaction or cash proceeds were involved in this event.

How many TON Strategy Co restricted stock units were forfeited by the director?

The director forfeited 12,146 restricted stock units in TON Strategy Co. According to the footnote, these RSUs came from an award granted on August 7, 2025 that had not vested or been settled, so no common shares were delivered or sold as part of this change.

What does the RSU forfeiture mean for the TONX director’s reported holdings?

After the forfeiture, the Form 4 reports zero shares of TON Strategy Co common stock held directly by the director. Because the 12,146 forfeited units were unvested RSUs, the adjustment affected only potential future equity compensation, not existing outstanding common shares in the market.

Was the TON Strategy Co RSU forfeiture a cash transaction for the director?

No, the RSU forfeiture was not a cash transaction. The Form 4 lists a transaction price per share of $0.00 for the 12,146 restricted stock units and clarifies they were unvested and unsettled, so this reflects a non-cash, compensation-related adjustment rather than a sale generating proceeds.

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

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Accepted by SEC EDGAR 05/01/2026 - 07:28 PM Learn about SEC filing dates

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^*

Highfield Tucker Montana

(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)

X	Director		10% 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)

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	04/29/2026		J(1)		12,146	D	(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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/ Sarah Olsen, as attorney-in-fact	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)