[Form 4] TON Strategy Co Insider Trading Activity

TON Strategy Co director Rory J. Cutaia reported two sales of the company’s common stock in mid-December 2025.

Rhea-AI Filing Summary

TON Strategy Co director Rory J. Cutaia reported two sales of the company’s common stock in mid-December 2025. On December 15, 2025, he sold 34,132 shares of common stock at a price of $2.628 per share, after which he beneficially owned 67,000 shares directly. On December 16, 2025, he sold an additional 54,494 shares at $2.53 per share, leaving him with 12,506 TON Strategy Co common shares held directly following the reported transactions.

Insider Trade Summary

Net Seller: 88,626 shares

Net Sell 2 txns

Insider CUTAIA RORY J.

Role Director

Sold 88,626 shs ($228K)

Type	Security	Shares	Price	Value
Sale	Common Stock	54,494	$2.53	$138K
Sale	Common Stock	34,132	$2.628	$90K

Holdings After Transaction: Common Stock — 12,506 shares (Direct)

FAQ

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

What insider transaction did TON Strategy Co (TONX) disclose?

TON Strategy Co disclosed that director Rory J. Cutaia reported two sales of the company’s common stock on December 15 and 16, 2025.

How many TON Strategy Co shares did Rory J. Cutaia sell?

He reported selling 34,132 shares of common stock on December 15, 2025 and 54,494 shares on December 16, 2025, as reflected in the filing tables.

At what prices were the TON Strategy Co shares sold?

The reported sales were made at per-share prices of $2.628 on December 15, 2025 and $2.53 on December 16, 2025.

How many TON Strategy Co shares does Rory J. Cutaia own after these transactions?

Following the second reported sale on December 16, 2025, Rory J. Cutaia beneficially owned 12,506 shares of TON Strategy Co common stock directly.

What is Rory J. Cutaia’s role at TON Strategy Co?

The filing identifies Rory J. Cutaia as a director of TON Strategy Co, and the Form 4 is filed by one reporting person in that capacity.

What type of security was involved in these TON Strategy Co transactions?

The transactions involved TON Strategy Co common stock as shown in Table I for non-derivative securities.

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

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Accepted by SEC EDGAR 12/16/2025 - 09:30 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^*

CUTAIA RORY J.

(Last) (First) (Middle)

C/O TON STRAGEGY 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		S		34,132	D	$2.628	67,000	D
Common Stock	12/16/2025		S		54,494	D	$2.53	12,506	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:

	/s/ Rory J. Cutaia	12/16/2025
	** 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.