{"success":true,"data":{"pressRelease":{"id":"181003","rtpr_id":"nBw5KVSQLa-20261027","ticker":"TONX","exchange":"NASDAQ","all_tickers":["TONX"],"title":"Kingsway Capital Writes Letter to TON Strategy’s Board","author":"Business Wire","published_at":"2026-10-27T12:00:01.956Z","article_body":"Kingsway Capital Writes Letter to TON Strategy’s Board\n\nHighlights Limited Share Repurchases and Inadequate Board Engagement\n\nKingsway Capital Partners Limited (together with its affiliates,\n“Kingsway”), which manages funds that together have an approximately 22%\neconomic interest in TON Strategy Company (“TON Strategy” or the\n“Company”) (Nasdaq: TONX), today announced that it wrote a letter to the\nTON Strategy Board of Directors.\n\nThe letter expresses multiple concerns, including, most notably, the limited\nshare repurchases undertaken by the Company over the past year. Kingsway and\nits Founder and Chief Executive Officer, Manuel Stotz (“Mr. Stotz”), who\nalso serves as Executive Chairman of TON Strategy, continue to believe that\nthe Company should be aggressively repurchasing shares given the current stock\nvaluation. The letter also expresses a preference for a Board that is more\naligned with shareholders.\n\nAs part of their ordinary-course discussions with the Board, Kingsway and Mr.\nStotz have attempted over the past year to address concerns regarding the\nCompany’s valuation and certain decisions. Unfortunately, those efforts have\nlargely been met with little or no substantive engagement from certain members\nof the Board.\n\nKingsway’s preferred approach remains constructive engagement with the Board\nto reach a timely resolution that serves the best interests of the Company’s\nshareholders.\n\nThe full text of the letter is included below:\n\nOctober 27, 2026\n\nBoard of Directors\n\nTON Strategy Company\n\n2300 W. Sahara Avenue, Suite 800\n\nLas Vegas, Nevada 89102\n\nDear Members of the Board of Directors of TON Strategy Company,\n\nTON Strategy Company (“TON Strategy” or the “Company”) was built\naround a compelling vision: to provide investors with a differentiated means\nof participating in the growth of The Open Network (“TON”) ecosystem while\nestablishing the leading publicly traded treasury reserve focused on Gram.\nTON’s integration with Telegram, its global reach and the ecosystem’s\nexpanding range of use cases create an attractive environment for the growth\nof TON Strategy and its ability to drive significant and lasting value for\nshareholders.\n\nAs you know, Kingsway Capital Partners Limited (“Kingsway” or “we”),\nthrough the funds we manage, is TON Strategy’s largest shareholder, owning\napproximately 22% of outstanding shares. We have not sold a single share since\nthe Company’s private placement transaction last year. Our position in TON\nStrategy reflects our confidence in the business’s potential and its vision\nfor a globally scaled, open financial network powered by blockchain\ninfrastructure.\n\nOur deep conviction in the long-term value of the business is why we are so\ndisappointed by the Company’s current valuation and recent performance, and,\nmore importantly, the Board’s response to these issues.\n\nTON Strategy currently trades at a 44% discount to Estimated Treasury Asset\nValue Per Share.(1) In our view, trading at such a discount is not acceptable,\nespecially in light of the limited share repurchases undertaken to date.\nKingsway has advocated for an aggressive repurchase program since the earliest\ndays of its relationship with the Company. TON Strategy itself explained the\nrationale for this approach when announcing its share repurchase authorization\nin 2025. As the Company stated, repurchases are intended to grow net asset\nvalue per share.(2) Each share retired at a price below its underlying asset\nvalue increases the Estimated Treasury Asset Value Per Share attributable to\nevery share that remains outstanding, pro rata.\n\nTo be clear, over the past year:\n\n\n * The Company’s largest shareholder has been advocating for larger share\nrepurchases;\n\n * The Board’s Executive Chairman has been advocating for larger share\nrepurchases in Board discussions; and\n\n * The Company’s own public statements have noted that repurchases are intended\nto grow net asset value per share.\n\nWhy, then, have share repurchases not been pursued more aggressively? Why is\nthe Board not being proactive while its stock trades at such a significant\ndiscount? And why has the Board not engaged more substantively on this matter?\n\nManuel Stotz has attempted to collaborate with the Board on these issues and\nothers.\n\nAs TON Strategy’s largest shareholder, we do not believe the Board is doing\nenough to promote shareholder value. We believe the path to maximizing\nshareholder value includes larger and more immediate repurchases, overseen by\na Board that is more aligned with shareholders. We trust other shareholders\nshare this view.\n\nOur sincere hope, with this letter, is that you will recognize that meaningful\nchange is needed to improve performance and will collaborate with us to reach\na resolution in the best interest of all shareholders.\n\nThe Company can, and should, do better for its shareholders. Let us work\ntogether to fulfill that potential.\n\nSincerely,\n\nManuel Stotz and the Kingsway Team\n\nForward-Looking Statements\n\nThis press release, including the letter set forth above, contains\n“forward-looking statements” within the meaning of Section 27A of the\nSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange\nAct of 1934, as amended. Forward-looking statements are statements that do not\nrelate strictly to historical or current facts. They include statements\nregarding Kingsway’s and Mr. Stotz’s beliefs, views and expectations\nconcerning TON Strategy, including its valuation, the Estimated Treasury Asset\nValue Per Share and the discount to it at which TON Strategy’s shares trade,\nthe potential effect of share repurchases on net asset value per share or the\ntrading price of TON Strategy’s shares, the composition, alignment and\nresponsiveness of the Board, and Kingsway’s and Mr. Stotz’s intentions\nregarding their engagement with the Board and their investment in TON\nStrategy. Words such as “believe,” “expect,” “anticipate,”\n“intend,” “plan,” “seek,” “hope,” “should,” “could,”\n“may,” “will,” “would” and similar expressions identify\nforward-looking statements, although not all forward-looking statements\ncontain these words.\n\nForward-looking statements are based on Kingsway’s and Mr. Stotz’s current\nexpectations, assumptions, estimates and beliefs. Kingsway and Mr. Stotz\nbelieve these are reasonable, but they are inherently uncertain and subject to\nrisks, many beyond Kingsway’s and Mr. Stotz’s control. Actual events or\nresults may differ materially from those expressed or implied. Relevant\nfactors include, without limitation: (i) whether, and to what extent, the\nBoard or TON Strategy repurchases shares or otherwise responds to the letter;\n(ii) TON Strategy’s liquidity and capital resources, and any legal or\ncontractual limits on repurchases; (iii) volatility in the price and liquidity\nof Gram and other digital assets, and regulatory developments affecting\ndigital assets; (iv) the methodology, inputs and accuracy of the Estimated\nTreasury Asset Value Per Share; (v) whether any repurchases would narrow the\ndiscount or increase net asset value per share; and (vi) general market and\neconomic conditions.\n\nThere can be no assurance that the Board will engage with Kingsway and Mr.\nStotz, that any repurchase program will be adopted or expanded, or that any of\nthe outcomes Kingsway and Mr. Stotz believe would benefit shareholders will be\nachieved.\n\nThe views expressed herein are as of the date of this release and may change\nat any time. They are not investment advice and are not a recommendation to\nbuy or sell any security. Kingsway, Mr. Stotz, Kingsway’s affiliates and the\nfunds Kingsway manages may buy, sell or otherwise change their positions in\nTON Strategy securities at any time, and Kingsway and Mr. Stotz reserve the\nright to change their views. Except as required by law, Kingsway and Mr. Stotz\nundertake no obligation to update or revise any forward-looking statement,\nwhether as a result of new information, future events or otherwise.\n _______________________ \n (1) Source: TON Strategy analytics \n (https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.tonstrat.com%2Fanalytics%2F&esheet=54629483&newsitemid=20261027829824&lan=en-US&anchor=TON+Strategy+analytics&index=1&md5=9e0788f6aa08c7383fdd87b4c38856e7) \n , as of October 26, 2026. \n (2) Source: TON Strategy Press Release \n (https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.businesswire.com%2Fnews%2Fhome%2F20250903021822%2Fen%2FTON-Strategy-Company-Approves-%2524250-Million-Stock-Repurchase-Program-After-Ticker-Change&esheet=54629483&newsitemid=20261027829824&lan=en-US&anchor=TON+Strategy+Press+Release&index=2&md5=9b9905db6b3e508037a3e28f5a74f255) \n dated September 3, 2025. \n\n\n \n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20261027829824/en/\n(https://www.businesswire.com/news/home/20261027829824/en/)\n\nMedia Contacts:\n\n\n\nVal Mack / Meghan Behr\n\nFTI Consulting\n\nkingswaycapital@fticonsulting.com (mailto:kingswaycapital@fticonsulting.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw5KVSQLa-20261027","title":"Kingsway Capital Writes Letter to TON Strategy’s Board","author":"Business Wire","ticker":"TONX","created":"2026-10-27T12:00:01.956Z","tickers":["TONX"],"exchange":"NASDAQ","article_body":"Kingsway Capital Writes Letter to TON Strategy’s Board\n\nHighlights Limited Share Repurchases and Inadequate Board Engagement\n\nKingsway Capital Partners Limited (together with its affiliates,\n“Kingsway”), which manages funds that together have an approximately 22%\neconomic interest in TON Strategy Company (“TON Strategy” or the\n“Company”) (Nasdaq: TONX), today announced that it wrote a letter to the\nTON Strategy Board of Directors.\n\nThe letter expresses multiple concerns, including, most notably, the limited\nshare repurchases undertaken by the Company over the past year. Kingsway and\nits Founder and Chief Executive Officer, Manuel Stotz (“Mr. Stotz”), who\nalso serves as Executive Chairman of TON Strategy, continue to believe that\nthe Company should be aggressively repurchasing shares given the current stock\nvaluation. The letter also expresses a preference for a Board that is more\naligned with shareholders.\n\nAs part of their ordinary-course discussions with the Board, Kingsway and Mr.\nStotz have attempted over the past year to address concerns regarding the\nCompany’s valuation and certain decisions. Unfortunately, those efforts have\nlargely been met with little or no substantive engagement from certain members\nof the Board.\n\nKingsway’s preferred approach remains constructive engagement with the Board\nto reach a timely resolution that serves the best interests of the Company’s\nshareholders.\n\nThe full text of the letter is included below:\n\nOctober 27, 2026\n\nBoard of Directors\n\nTON Strategy Company\n\n2300 W. Sahara Avenue, Suite 800\n\nLas Vegas, Nevada 89102\n\nDear Members of the Board of Directors of TON Strategy Company,\n\nTON Strategy Company (“TON Strategy” or the “Company”) was built\naround a compelling vision: to provide investors with a differentiated means\nof participating in the growth of The Open Network (“TON”) ecosystem while\nestablishing the leading publicly traded treasury reserve focused on Gram.\nTON’s integration with Telegram, its global reach and the ecosystem’s\nexpanding range of use cases create an attractive environment for the growth\nof TON Strategy and its ability to drive significant and lasting value for\nshareholders.\n\nAs you know, Kingsway Capital Partners Limited (“Kingsway” or “we”),\nthrough the funds we manage, is TON Strategy’s largest shareholder, owning\napproximately 22% of outstanding shares. We have not sold a single share since\nthe Company’s private placement transaction last year. Our position in TON\nStrategy reflects our confidence in the business’s potential and its vision\nfor a globally scaled, open financial network powered by blockchain\ninfrastructure.\n\nOur deep conviction in the long-term value of the business is why we are so\ndisappointed by the Company’s current valuation and recent performance, and,\nmore importantly, the Board’s response to these issues.\n\nTON Strategy currently trades at a 44% discount to Estimated Treasury Asset\nValue Per Share.(1) In our view, trading at such a discount is not acceptable,\nespecially in light of the limited share repurchases undertaken to date.\nKingsway has advocated for an aggressive repurchase program since the earliest\ndays of its relationship with the Company. TON Strategy itself explained the\nrationale for this approach when announcing its share repurchase authorization\nin 2025. As the Company stated, repurchases are intended to grow net asset\nvalue per share.(2) Each share retired at a price below its underlying asset\nvalue increases the Estimated Treasury Asset Value Per Share attributable to\nevery share that remains outstanding, pro rata.\n\nTo be clear, over the past year:\n\n\n * The Company’s largest shareholder has been advocating for larger share\nrepurchases;\n\n * The Board’s Executive Chairman has been advocating for larger share\nrepurchases in Board discussions; and\n\n * The Company’s own public statements have noted that repurchases are intended\nto grow net asset value per share.\n\nWhy, then, have share repurchases not been pursued more aggressively? Why is\nthe Board not being proactive while its stock trades at such a significant\ndiscount? And why has the Board not engaged more substantively on this matter?\n\nManuel Stotz has attempted to collaborate with the Board on these issues and\nothers.\n\nAs TON Strategy’s largest shareholder, we do not believe the Board is doing\nenough to promote shareholder value. We believe the path to maximizing\nshareholder value includes larger and more immediate repurchases, overseen by\na Board that is more aligned with shareholders. We trust other shareholders\nshare this view.\n\nOur sincere hope, with this letter, is that you will recognize that meaningful\nchange is needed to improve performance and will collaborate with us to reach\na resolution in the best interest of all shareholders.\n\nThe Company can, and should, do better for its shareholders. Let us work\ntogether to fulfill that potential.\n\nSincerely,\n\nManuel Stotz and the Kingsway Team\n\nForward-Looking Statements\n\nThis press release, including the letter set forth above, contains\n“forward-looking statements” within the meaning of Section 27A of the\nSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange\nAct of 1934, as amended. Forward-looking statements are statements that do not\nrelate strictly to historical or current facts. They include statements\nregarding Kingsway’s and Mr. Stotz’s beliefs, views and expectations\nconcerning TON Strategy, including its valuation, the Estimated Treasury Asset\nValue Per Share and the discount to it at which TON Strategy’s shares trade,\nthe potential effect of share repurchases on net asset value per share or the\ntrading price of TON Strategy’s shares, the composition, alignment and\nresponsiveness of the Board, and Kingsway’s and Mr. Stotz’s intentions\nregarding their engagement with the Board and their investment in TON\nStrategy. Words such as “believe,” “expect,” “anticipate,”\n“intend,” “plan,” “seek,” “hope,” “should,” “could,”\n“may,” “will,” “would” and similar expressions identify\nforward-looking statements, although not all forward-looking statements\ncontain these words.\n\nForward-looking statements are based on Kingsway’s and Mr. Stotz’s current\nexpectations, assumptions, estimates and beliefs. Kingsway and Mr. Stotz\nbelieve these are reasonable, but they are inherently uncertain and subject to\nrisks, many beyond Kingsway’s and Mr. Stotz’s control. Actual events or\nresults may differ materially from those expressed or implied. Relevant\nfactors include, without limitation: (i) whether, and to what extent, the\nBoard or TON Strategy repurchases shares or otherwise responds to the letter;\n(ii) TON Strategy’s liquidity and capital resources, and any legal or\ncontractual limits on repurchases; (iii) volatility in the price and liquidity\nof Gram and other digital assets, and regulatory developments affecting\ndigital assets; (iv) the methodology, inputs and accuracy of the Estimated\nTreasury Asset Value Per Share; (v) whether any repurchases would narrow the\ndiscount or increase net asset value per share; and (vi) general market and\neconomic conditions.\n\nThere can be no assurance that the Board will engage with Kingsway and Mr.\nStotz, that any repurchase program will be adopted or expanded, or that any of\nthe outcomes Kingsway and Mr. Stotz believe would benefit shareholders will be\nachieved.\n\nThe views expressed herein are as of the date of this release and may change\nat any time. They are not investment advice and are not a recommendation to\nbuy or sell any security. Kingsway, Mr. Stotz, Kingsway’s affiliates and the\nfunds Kingsway manages may buy, sell or otherwise change their positions in\nTON Strategy securities at any time, and Kingsway and Mr. Stotz reserve the\nright to change their views. Except as required by law, Kingsway and Mr. Stotz\nundertake no obligation to update or revise any forward-looking statement,\nwhether as a result of new information, future events or otherwise.\n _______________________ \n (1) Source: TON Strategy analytics \n (https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.tonstrat.com%2Fanalytics%2F&esheet=54629483&newsitemid=20261027829824&lan=en-US&anchor=TON+Strategy+analytics&index=1&md5=9e0788f6aa08c7383fdd87b4c38856e7) \n , as of October 26, 2026. \n (2) Source: TON Strategy Press Release \n (https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fwww.businesswire.com%2Fnews%2Fhome%2F20250903021822%2Fen%2FTON-Strategy-Company-Approves-%2524250-Million-Stock-Repurchase-Program-After-Ticker-Change&esheet=54629483&newsitemid=20261027829824&lan=en-US&anchor=TON+Strategy+Press+Release&index=2&md5=9b9905db6b3e508037a3e28f5a74f255) \n dated September 3, 2025. \n\n\n \n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20261027829824/en/\n(https://www.businesswire.com/news/home/20261027829824/en/)\n\nMedia Contacts:\n\n\n\nVal Mack / Meghan Behr\n\nFTI Consulting\n\nkingswaycapital@fticonsulting.com (mailto:kingswaycapital@fticonsulting.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-10-27T12:00:02.229693443Z","server_sent_at_ms":1793102402229},"received_at":"2026-10-27T12:00:02.295Z","source_url":"https://www.businesswire.com/news/home/20261027829824/en/"},"analysis":{"id":"168829","press_release_id":"181003","analysis_json":{"industry":{"label":"Asset Management","sector":"Financials"},"redFlags":["Public conflict between largest shareholder (~22%) and the board raises risk of proxy fight or board turnover","Shares trading at a 44% discount to Estimated Treasury Asset Value Per Share","Unusual dual role: Executive Chairman publicly criticizing the board he sits on","Digital-asset treasury exposure to volatile Gram/TON price and regulatory risk"],"eventType":"other","narrative":"Kingsway Capital Partners, holding an approximately 22% economic interest, published a letter to the TON Strategy board criticizing limited share repurchases and inadequate board engagement.\n\nKingsway and Manuel Stotz — who is both Kingsway's CEO and TON Strategy's Executive Chairman — argue the company should aggressively buy back stock while shares trade at a 44% discount to Estimated Treasury Asset Value Per Share.\n\nThe letter signals rising governance tension: Kingsway says it prefers constructive engagement but wants a board 'more aligned with shareholders,' leaving open the possibility of escalation including proxy action if the board does not respond.","sentiment":"mixed","agentHooks":{"shouldPost":true,"suggestedAngle":"22% activist holder (and board's own Executive Chairman) publicly pressures TON Strategy board to buy back stock at a 44% NAV discount — watch for governance escalation."},"keyFigures":{"customDimensions":{"economic_interest_pct":"22%","discount_to_estimated_treasury_asset_value":"44%"}},"quotedText":"We believe the path to maximizing shareholder value includes larger and more immediate repurchases, overseen by a Board that is more aligned with shareholders.","namedEntities":{"people":[{"name":"Manuel Stotz","role":"Founder and CEO of Kingsway Capital Partners; Executive Chairman of TON Strategy"}],"products":["Gram","TON ecosystem"],"companies":[{"name":"Kingsway Capital Partners Limited","relationship":"activist largest shareholder (~22% economic interest)"},{"name":"TON Strategy Company","ticker":"TONX","relationship":"filer / subject of activist letter"},{"name":"FTI Consulting","relationship":"media relations / PR advisor to Kingsway"},{"name":"The Open Network (TON)","relationship":"underlying blockchain ecosystem of the company's treasury strategy"},{"name":"Telegram","relationship":"ecosystem partner referenced as driver of TON adoption"}],"dollarAmounts":[]},"materialImpact":{"score":4,"reasoning":"A 22% activist shareholder (whose CEO is also the company's Executive Chairman) has publicly escalated against the board over limited buybacks and poor engagement, putting pressure on governance and potentially triggering proxy fights or board change. Activist campaigns at the largest-shareholder level are material, though no formal demand or proxy contest has yet been announced."},"tickerRelevance":{"others":[],"primary":"TONX"},"globalImportance":40,"audienceRelevance":45,"eventTypeSecondary":["board_change"],"importanceComponents":{"tickerTier":"small-cap digital asset treasury company","eventGravity":"activist letter from largest shareholder with insider dual role","issuerAuthored":false,"retailFavoriteBoost":"crypto-treasury vehicles attract retail attention"}},"event_type":"other","event_type_secondary":["board_change"],"sentiment":"mixed","material_impact_score":4,"narrative":"Kingsway Capital Partners, holding an approximately 22% economic interest, published a letter to the TON Strategy board criticizing limited share repurchases and inadequate board engagement.\n\nKingsway and Manuel Stotz — who is both Kingsway's CEO and TON Strategy's Executive Chairman — argue the company should aggressively buy back stock while shares trade at a 44% discount to Estimated Treasury Asset Value Per Share.\n\nThe letter signals rising governance tension: Kingsway says it prefers constructive engagement but wants a board 'more aligned with shareholders,' leaving open the possibility of escalation including proxy action if the board does not respond.","key_figures":{"customDimensions":{"economic_interest_pct":"22%","discount_to_estimated_treasury_asset_value":"44%"}},"named_entities":{"people":[{"name":"Manuel Stotz","role":"Founder and CEO of Kingsway Capital Partners; Executive Chairman of TON Strategy"}],"products":["Gram","TON ecosystem"],"companies":[{"name":"Kingsway Capital Partners Limited","relationship":"activist largest shareholder (~22% economic interest)"},{"name":"TON Strategy Company","ticker":"TONX","relationship":"filer / subject of activist letter"},{"name":"FTI Consulting","relationship":"media relations / PR advisor to Kingsway"},{"name":"The Open Network (TON)","relationship":"underlying blockchain ecosystem of the company's treasury strategy"},{"name":"Telegram","relationship":"ecosystem partner referenced as driver of TON adoption"}],"dollarAmounts":[]},"model_name":"glm-5.3-flashx","prompt_hash":"sha256:5c812bd9e28b810d","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-10-27T12:00:29.425Z","global_importance":40,"audience_relevance":45,"importance_components":{"tickerTier":"small-cap digital asset treasury company","eventGravity":"activist letter from largest shareholder with insider dual role","issuerAuthored":false,"retailFavoriteBoost":"crypto-treasury vehicles attract retail attention"}},"durationMs":7018,"modelName":"glm-5.3-flashx"}}