TONX 8-K
TON Strategy Co (TONX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 17, 2026, the Board of Directors (the “Board”) of TON Strategy Company (the “Company”) increased the size of the Board from five to six members and appointed Oscar Suarez to fill the resulting vacancy, effective August 17, 2026. Mr. Suarez will also serve on the Board’s audit committee as its chairman, succeeding Nicolas Cary in this role.
Mr. Suarez will serve as a director until the Company’s annual meeting of stockholders to be held in 2027 and until his successor has been duly elected and qualified or until the earlier of his death, resignation, or removal.
Mr. Suarez has over four decades of professional experience in the fields of accounting, taxation, and financial governance. Currently, he is an independent director and Chairman of the audit committee for Amerant Bancorp Inc. Mr. Suarez began his career at Arthur Andersen, where he focused on audit and tax services prior to cultivating a specialization in international banking taxation. Subsequently, Mr. Suarez occupied various senior executive capacities at KPMG LLP (“KPMG”) from 1989 to 2004, achieving the rank of partner in 1995. Throughout his time at the firm, he held roles as International Banking Tax Partner, Latin America Global Mobility Leader, and South Florida Tax Managing Partner. Following his tenure at KPMG, from 2004 to 2021, Mr. Suarez held significant leadership roles at Ernst & Young LLP (“EY”) and was elected to serve on the firm’s U.S. Partner/Principal Council and Global Governance Council, which represent two of EY’s primary governing entities. Mr. Suarez served as the chair of EY’s Finance Sub-Committee and was a member of its Americas Global Audit Committee. In his capacity as EY’s Markets Leader for Florida and Puerto Rico, he managed operations for seven regional offices and approximately 2,000 personnel, providing strategic counsel to both public and private entities during phases of expansion.
Mr. Suarez will also be eligible to receive compensation in accordance with the Company’s standard non-employee director compensation policies, which are described in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 30, 2026.
In connection with his appointment, Mr. Suarez will also enter into the Company’s standard form of indemnification agreement for directors and officers.
There are no transactions between the Company and Mr. Suarez that would be reportable under Item 404(a) of Regulation S-K. Mr. Suarez was not selected pursuant to any arrangement or understanding between himself and any other person.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits | Item | |
| 99.1 | Press release dated August 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TON STRATEGY COMPANY | ||
| Date: August 17, 2026 | By: | /s/ Kevin Wilson |
| Name: | Kevin Wilson | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
TON Strategy Company Appoints Oscar Suarez to Board of Directors and Names Him Audit Committee Chair
Accounting and financial services executive brings more than four decades of audit, tax, banking, and public-company governance experience
LAS VEGAS, Nev., Aug. 17, 2026 — TON Strategy Company (“TON Strategy” or the “Company”) (Nasdaq: TONX), a digital asset treasury company focused on supporting the TON ecosystem, today announced the appointment of Oscar Suarez to its Board of Directors (the “Board”) as an independent director, effective today, August 17, 2026. Suarez will also serve as Chair of the Company’s Audit Committee.
Suarez has more than 40 years of accounting, tax, and financial governance experience. He currently serves as an independent director and Chair of the Audit Committee of Amerant Bancorp Inc. He began his career at Arthur Andersen, where he specialized in audit and tax before developing expertise in international banking tax.
Suarez subsequently held senior leadership roles at KPMG, where he became a partner in 1995. During his tenure, he served as an International Banking Tax Partner, Latin America Global Mobility Leader, and South Florida Tax Managing Partner.
He later held enterprise-wide leadership positions at Ernst & Young LLP (EY) and was elected to the firm’s U.S. Partner/Principal Council and Global Governance Council, two of EY’s governing bodies. During his service on these councils, Suarez chaired the Finance Sub-Committee and served on the Global Audit Committee. As EY’s Markets Leader for Florida and Puerto Rico, Suarez oversaw operations across seven offices and approximately 2,000 professionals. In this role, he advised both public and private companies through periods of growth.
“On behalf of the entire TON Strategy team, I am pleased to welcome Oscar to our Board of Directors and to have him serve as Chair of our Audit Committee,” said Kevin Wilson, Chief Executive Officer of TON Strategy Company. “Oscar brings more than four decades of experience across accounting, audit, ICFR, tax and corporate governance—exactly the kind of experience we want around the Board table.”
“TON Strategy is doing something genuinely differentiated: providing U.S. public-market investors access to the growth of The Open Network through a scaled, productive position in the network and its currency,” said Suarez. “It’s an ambitious model, and one that should be matched by strong financial oversight and governance. I’m looking forward to bringing my experience to the Board as the Company continues to build.”
Suarez is an NACD Certified Director and remains active in corporate governance organizations, including the National Association of Corporate Directors and the Latino Corporate Directors Association, and has been a certified public accountant since 1982.
About TON Strategy Company
TON Strategy Company (Nasdaq: TONX) is focused on the accumulation of Gram, formerly known as Toncoin - the native cryptocurrency of Telegram’s billion-user platform - for long-term investment, whether acquired through deployment of proceeds from capital raising activity, staking rewards or via open market purchases. The Company aims to steadily expand its Gram holdings, stake Gram, and support the development of a tokenized economy inside Telegram.
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