TON Strategy Co CFO sells 25,420 shares to cover taxes

The sales covered tax withholding on vesting restricted stock units and were mandated by the issuer’s equity-plan election.

Available on EDGAR 11/04/2026 - 05:06 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

TON Strategy Co (TONX) CFO & COO Sarah Josephine Olsen sold 13,063 and 12,357 shares of Common Stock on November 3, 2026, at $2.87 per share, for 25,420 shares sold in total. The sales were required to cover tax withholding obligations tied to vesting restricted stock units under the issuer’s equity incentive plans; the footnote says they were mandated by the issuer’s election and were not discretionary trades.

Insider Trade Summary

Net Seller: 25,420 shares

Net Sell 2 txns

Insider Olsen Sarah Josephine

Role CFO & COO

Sold 25,420 shs ($73K)

Share of Position Sold 1.9%

Type	Security	Shares	Price	Value
Sale	Common Stock F1	13,063	$2.87	$37K
Sale	Common Stock F1	12,357	$2.87	$35K

Holdings After Transaction: Common Stock — 1,285,070 shares (Direct)

Holdings Before and After: Common Stock, 1,310,490 to 1,285,070 shares (Direct)

Footnotes (1)

1. F1. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

Key Figures

Shares sold: 25,420 shares Shares sold: 13,063 shares Shares sold: 12,357 shares +1 more

4 metrics

Shares sold 25,420 shares Total reported sales on November 3, 2026

Shares sold 13,063 shares Sale on November 3, 2026

Shares sold 12,357 shares Sale on November 3, 2026

Sale price per share $2.87 per share Both sales on November 3, 2026

Key Terms

sell to cover, restricted stock units, tax withholding obligations

3 terms

sell to cover financial

"funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"vesting of restricted stock units"

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.

tax withholding obligations financial

"cover tax withholding obligations"

FAQ

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

How many shares did TONX CFO & COO Sarah Josephine Olsen sell?

Sarah Josephine Olsen sold 25,420 shares of TON Strategy Co Common Stock on November 3, 2026, at $2.87 per share. The sales covered tax withholding obligations tied to vesting restricted stock units and were mandated by the issuer’s equity-plan election.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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)
11/03/2026

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	11/03/2026		S(1)		13,063	D	$2.87	1,297,427	D
Common Stock	11/03/2026		S(1)		12,357	D	$2.87	1,285,070	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 sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

	/s/ Sarah Olsen	11/04/2026
	** 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)