Director at TON Strategy (TONX) forfeits 12,146 unvested RSUs

Rhea-AI Filing Summary

TON Strategy Co director Evan Sohn reported a restructuring transaction involving restricted stock units. On April 29, 2026, he voluntarily forfeited 12,146 restricted stock units that had been granted on August 7, 2025. The award had not vested or settled at the time of forfeiture and carried no transaction price. After this event, Sohn directly holds 2,629 shares of TON Strategy Co common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sohn Evan

Role null

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

Holdings After Transaction: Common Stock — 2,629 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs forfeited: 12,146 units Transaction price per share: $0.0000 Shares held after transaction: 2,629 shares +1 more

4 metrics

RSUs forfeited 12,146 units Voluntary forfeiture of previously granted restricted stock units

Transaction price per share $0.0000 Reported price for the RSU forfeiture transaction

Shares held after transaction 2,629 shares Common stock directly owned by Evan Sohn following forfeiture

RSU grant date August 7, 2025 Original grant date of the forfeited restricted stock units

Key Terms

restricted stock units ("RSUs"), voluntary forfeiture, Other acquisition or disposition, non-derivative

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"

Other acquisition or disposition financial

"transaction_code_description": "Other acquisition or disposition""

non-derivative financial

""transaction_type": "non-derivative""

Form 4 Insider Transactions: What Each Field Means →

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^*

Sohn Evan

(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)	2,629	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/ Evan Sohn	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)

FAQ

What insider transaction did TON Strategy Co (TONX) director Evan Sohn report?

Director Evan Sohn reported a restructuring-type transaction, voluntarily forfeiting 12,146 restricted stock units. These RSUs were unvested and unsettled, so no cash changed hands. Following the forfeiture, he directly holds 2,629 shares of TON Strategy Co common stock.

How many restricted stock units did Evan Sohn forfeit at TON Strategy Co (TONX)?

Evan Sohn forfeited 12,146 restricted stock units in this Form 4 filing. The RSUs were originally granted on August 7, 2025 and had not vested or settled in any amount when they were voluntarily forfeited, making this a non-cash, administrative adjustment.

What are Evan Sohn’s TON Strategy Co (TONX) holdings after the reported transaction?

After the reported restructuring transaction, Evan Sohn directly holds 2,629 shares of TON Strategy Co common stock. This figure reflects his position following the voluntary forfeiture of 12,146 unvested and unsettled restricted stock units described in the Form 4 filing.

Was the TON Strategy Co (TONX) insider transaction a market buy or sell?

The transaction was not a market buy or sell. It is coded as an “other acquisition or disposition” and reflects voluntary forfeiture of 12,146 unvested restricted stock units, with a reported price of $0.0000 per unit and no open-market trading activity.

What does the Form 4 footnote reveal about TON Strategy Co (TONX) RSUs?

The footnote explains that the 12,146 restricted stock units were voluntarily forfeited and had been granted on August 7, 2025. At forfeiture, the RSU award was not vested or settled, meaning the change affected only potential future equity, not already issued shares.