TON Strategy Company

Item Departure 5.02. 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.