Form 4: Rory Cutaia Receives 12,146 RSUs, Vesting in One Year

Rhea-AI Filing Summary

Rory J. Cutaia reported a grant of 12,146 restricted stock units (RSUs) on 08/07/2025 under the company's 2019 Stock Incentive Plan. The RSUs were issued at a $0 price and will vest on the one-year anniversary of the grant. Following the reported transaction, the reporting person beneficially owns 899,870 shares. The filing identifies the issuer as TON Strategy Co [TONX] and states the RSUs were issued pursuant to Verb Technology Company, Inc.'s 2019 Stock Incentive Plan, as amended.

Positive

• 12,146 RSUs granted to the reporting person, reinforcing alignment with shareholders
• RSUs vest in one year, providing a clear time‑based retention mechanism
• Beneficial ownership reported as 899,870 shares after the transaction, providing ownership transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received time‑based RSUs increasing beneficial ownership; impact is routine and likely modest.

The 12,146 RSUs granted at no purchase price represent a standard equity compensation award that vests one year after grant, aligning the reporting person’s interests with shareholders over a medium‑term horizon. The filing shows total beneficial ownership of 899,870 shares after the grant, which provides context for the director’s stake but does not by itself indicate material dilution or a change to company control. This disclosure is consistent with routine director compensation and Section 16 reporting requirements.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for the grant; vesting schedule is time‑based and standard for retention.

The Form 4 documents a time‑based retention award (RSUs) that vests on the one‑year anniversary of the effective date. The report is signed and dated, meeting reporting formalities. The use of the company’s stock incentive plan is typical for director compensation. The filing does not disclose accelerated vesting, performance conditions, or transfer restrictions, so governance implications appear routine from the information provided.

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

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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 STRATEGY 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)
08/07/2025

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	08/07/2025		A		12,146(1)	A	$0	899,870	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") granted to the Reporting Person on August 7, 2025 (the "Effective Date") were issued pursuant to the Verb Technology Company, Inc. 2019 Stock Incentive Plan, as amended. The RSUs will vest on the one-year anniversary of the Effective Date.

	/s/ Rory Cutaia	09/04/2025
	** 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.

FAQ

What transaction did Rory J. Cutaia report on Form 4?

The Form 4 reports a grant of 12,146 restricted stock units (RSUs) on 08/07/2025.

When do the RSUs granted to Rory J. Cutaia vest?

The RSUs will vest on the one‑year anniversary of the effective date (08/07/2025).

What was the price of the RSUs reported on the Form 4?

The RSUs were issued at a reported price of $0.

How many shares does Rory J. Cutaia beneficially own after the reported transaction?

The filing reports 899,870 shares beneficially owned following the transaction.

Which issuer is identified in the Form 4?

The Form 4 identifies the issuer as TON Strategy Co [TONX] and references the Verb Technology Company, Inc. 2019 Stock Incentive Plan for the RSUs.