TON Strategy Co Mary Marbach sells 28,015 shares

The sales funded tax withholding tied to restricted stock unit vesting and were mandated under the issuer’s equity incentive plans.

Available on EDGAR 11/04/2026 - 05:08 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:07 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

TON Strategy Co (TONX) General Counsel/Corp Secretary Mary Marbach sold 28,015 shares of Common Stock in two reported transactions of 1,827 and 26,188 shares at $2.87 per share on November 3, 2026. The sales were required sell-to-cover transactions to fund tax withholding obligations tied to restricted stock unit vesting under the issuer’s equity incentive plans; they were not discretionary trades. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Seller: 28,015 shares

Net Sell 2 txns

Insider Marbach Mary

Role General Counsel/Corp Secretary

Sold 28,015 shs ($80K)

Share of Position Sold 8.9%

Type	Security	Shares	Price	Value
Sale	Common Stock F1	1,827	$2.87	$5K
Sale	Common Stock F1	26,188	$2.87	$75K

Holdings After Transaction: Common Stock — 286,085 shares (Direct)

Holdings Before and After: Common Stock, 314,100 to 286,085 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

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: 28,015 shares First sale: 1,827 shares Second sale: 26,188 shares +1 more

4 metrics

Shares sold 28,015 shares Two reported sales on November 3, 2026

First sale 1,827 shares November 3, 2026

Second sale 26,188 shares November 3, 2026

Sale price $2.87 per share Both reported sales

Key Terms

sell to cover, restricted stock units ("RSUs"), 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 ("RSUs") financial

"vesting of restricted stock units ("RSUs")"

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.

tax withholding obligations financial

"cover tax withholding obligations"

FAQ

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

How many TONX shares did Mary Marbach sell, and at what price?

Mary Marbach sold 28,015 shares across two transactions—1,827 shares and 26,188 shares—at $2.87 per share on November 3, 2026. The sales were required to fund tax withholding obligations connected to restricted stock unit vesting and were not discretionary trades.

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

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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^*

Marbach Mary

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel/Corp Secretary

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)		1,827	D	$2.87	312,273	D
Common Stock	11/03/2026		S(1)		26,188	D	$2.87	286,085	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/ Mary Marbach	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)