TON Strategy director granted 80,000 RSUs

TON Strategy Co (TONX) reported that director Cary Nicolas Claude received a grant of 80,000 shares of common stock on August 27, 2026, recorded as a grant/award acquisition at a stated price of $0.00 per share.

Rhea-AI Filing Summary

TON Strategy Co (TONX) reported that director Cary Nicolas Claude received a grant of 80,000 shares of common stock on August 27, 2026, recorded as a grant/award acquisition at a stated price of $0.00 per share. A footnote explains that these are restricted stock units (RSUs) granted under the TON Strategy Company 2026 Equity Incentive Plan, which will vest on August 7, 2027. Following this award, Claude directly owns 152,500 shares of TON Strategy Co common stock. The filing indicates the Rule 10b5-1 trading plan checkbox was not marked.

Insider Trade Summary

Grant/Award: 80,000 shares

Grant/Award 1 txn

Insider Cary Nicolas Claude

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	80,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 152,500 shares (Direct)

Footnotes (1)

1. F1. The restricted stock units (the "RSUs") were granted to the Reporting Person on August 27, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and will vest on August 7, 2027.

Key Figures

Shares granted: 80,000 shares of Common Stock / RSUs Stated transaction price per share: $0.00 per share Shares owned after transaction: 152,500 shares +1 more

4 metrics

Shares granted 80,000 shares of Common Stock / RSUs Grant/award acquisition on August 27, 2026

Stated transaction price per share $0.00 per share Recorded price for the 80,000-share grant

Shares owned after transaction 152,500 shares Direct holdings of TON Strategy Co common stock following the grant

RSU vesting date August 7, 2027 Vesting date for RSUs granted on August 27, 2026

Key Terms

restricted stock units, Equity Incentive Plan, grant, award, or other acquisition

3 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 and will vest"

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.

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition"

FAQ

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

What insider transaction did TONX director Cary Nicolas Claude report?

Cary Nicolas Claude reported a grant of 80,000 RSUs/common shares of TON Strategy Co common stock on August 27, 2026, received as a grant or award with a stated price of $0.00 per share under the company’s 2026 Equity Incentive Plan.

How many TONX shares does Cary Nicolas Claude own after this grant?

After the reported grant, Cary Nicolas Claude directly owns 152,500 shares of TON Strategy Co common stock, as stated in the Form 4’s post-transaction holdings field.

When do the TONX RSUs granted to Cary Nicolas Claude vest?

The footnote states that the restricted stock units will vest on August 7, 2027. They were granted on August 27, 2026, under the TON Strategy Company 2026 Equity Incentive Plan.

What plan was used for the 2026 equity grant reported by TONX?

The RSUs granted to Cary Nicolas Claude on August 27, 2026 were issued under the TON Strategy Company 2026 Equity Incentive Plan, according to the footnote tied to the reported transaction.

Was the TONX insider transaction made under a Rule 10b5-1 trading plan?

The Form 4’s Rule 10b5-1 checkbox is not checked, and no footnote states that the transaction was made pursuant to a Rule 10b5-1 trading plan.

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

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Available on EDGAR 08/28/2026 - 09:15 AM EDT Accepted by SEC EDGAR 08/28/2026 - 09:14 AM EDT 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^*

Cary Nicolas Claude

(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)
08/27/2026

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	08/27/2026		A(1)		80,000	A	$0	152,500	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 August 27, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and will vest on August 7, 2027.

	/s/ Nicolas Claude Cary	08/28/2026
	** 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)