STOCK TITAN

TON Strategy Co (TONX) grants 312,500 RSUs to its general counsel

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Marbach Mary reported acquisition or exercise transactions in this Form 4 filing.

TON Strategy Co reported that its General Counsel and Corporate Secretary, Mary Marbach, received a grant of 312,500 restricted stock units under the TON Strategy Company 2026 Equity Incentive Plan. Twenty-five percent vest on September 29, 2026, with the remainder vesting in equal monthly installments of one thirty-sixth of the balance, contingent on continued employment.

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Insider Marbach Mary
Role General Counsel/Corp Secretary
Type Security Shares Price Value
Grant/Award Common Stock F1 312,500 $0.00 $0.00
Holdings After Transaction: Common Stock — 314,100 shares (Direct)
Footnotes (1)
  1. F1. The restricted stock units (the "RSUs") were granted to the Reporting Person on July 21, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and the terms of the Reporting Person's Employment Agreement, dated September 16, 2025. Twenty-five percent of the RSUs will vest on September 29, 2026, and one thirty-sixth of the remaining RSUs will vest on each subsequent monthly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.
RSUs granted 312,500 shares Restricted stock units granted to Mary Marbach on July 21, 2026
Grant price per share $0.0000 Reported transaction price per share for the RSU grant
Shares held after transaction 314,100 shares Total direct common stock holdings following the award
Initial vesting date September 29, 2026 Date when 25% of the RSUs will vest
Cliff vesting portion 25 % Portion of RSUs that vest on September 29, 2026
Ongoing vesting rate 1/36 of remaining RSUs Amount vesting on each monthly anniversary after the initial vesting
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"
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.
vesting financial
"Twenty-five percent of the RSUs will vest on September 29, 2026"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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FAQ

What equity award did TONX grant to executive Mary Marbach?

TON Strategy Co granted 312,500 restricted stock units to General Counsel and Corporate Secretary Mary Marbach. The award was made under the 2026 Equity Incentive Plan pursuant to the terms of her Employment Agreement dated September 16, 2025.

How do Mary Marbach’s new TONX restricted stock units vest?

The RSUs vest with 25% on September 29, 2026, and the remainder in monthly installments. Specifically, one thirty-sixth of the remaining RSUs vests on each subsequent monthly anniversary, subject to Marbach’s continued employment with TON Strategy Co.

What is Mary Marbach’s TONX shareholding after this Form 4 transaction?

After the reported award, Mary Marbach directly holds 314,100 shares of TON Strategy Co common stock. This figure reflects her total direct ownership following the grant of 312,500 restricted stock units reported in the filing.

Did Mary Marbach pay a purchase price for the TONX RSU grant?

No cash purchase price was reported; the RSUs were granted at $0.0000 per share. This reflects a typical equity compensation award structure, where value is delivered through future vesting rather than an upfront share purchase.

Is Mary Marbach’s TONX equity grant tied to a Rule 10b5-1 plan?

The Form 4 does not indicate that this award was made under a Rule 10b5-1 trading plan. It is described as a grant pursuant to the company’s 2026 Equity Incentive Plan and her Employment Agreement.
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel/Corp Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/21/2026A312,500(1)A$0314,100D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The restricted stock units (the "RSUs") were granted to the Reporting Person on July 21, 2026, pursuant to the TON Strategy Company 2026 Equity Incentive Plan and the terms of the Reporting Person's Employment Agreement, dated September 16, 2025. Twenty-five percent of the RSUs will vest on September 29, 2026, and one thirty-sixth of the remaining RSUs will vest on each subsequent monthly anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer.
/s/ Mary Marbach07/22/2026
** Signature of Reporting PersonDate
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)