FG Nexus major holders report indirect share stakes

FG Nexus Inc. reported initial insider holdings showing that entities associated with Joseph H. Moglia are indirect major shareholders.

Rhea-AI Filing Summary

FG Nexus Inc. reported initial insider holdings showing that entities associated with Joseph H. Moglia are indirect major shareholders. As of May 7, 2026, Moglia Capital LLC holds 397,500 shares of FG Nexus common stock, with Moglia serving as managing member and having voting and dispositive power over those shares. Moglia Trust 1 holds 203,000 shares and Moglia Trust 2 holds 30,000 shares, with trustee Robert C. Weeks holding voting and dispositive power for both trusts. Moglia and Weeks each disclaim beneficial ownership of the trust-held shares, and Moglia also disclaims beneficial ownership of the LLC-held shares, in each case except to the extent of their pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MOGLIA JOSEPH H, Moglia Capital LLC, Moglia Trust 1, Moglia Trust 2

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 630,500 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. The 397,500 shares of Common Stock, $0.001 par value per share (the "Common Stock") are held by Moglia Capital LLC, a Delaware limited liability company, for which Joseph H. Moglia serves as the managing member and has voting and dispositive power over the shares beneficially owned by Moglia Capital LLC. Mr. Moglia disclaims any beneficial ownership of the securities held by Moglia Capital LLC, except to the extent of his pecuniary interest therein.
2. F2. The 203,000 shares of Common Stock are held by Moglia Trust 1 for which Robert C. Weeks is the trustee and has voting and dispositive power over the shares beneficially owned by Moglia Trust 1. Both Mr. Weeks and Mr. Moglia disclaim any beneficial ownership of the shares held by Moglia Trust 1, except to the extent of their pecuniary interest therein.
3. F3. The 30,000 shares of Common Stock are held by Moglia Trust 2 for which Robert C. Weeks is the trustee and has voting and dispositive power over the shares beneficially owned by Moglia Trust 2. Both Mr. Weeks and Mr. Moglia disclaim any beneficial ownership of the shares held by Moglia Trust 2, except to the extent of their pecuniary interest therein.

Key Figures

Indirect holdings - Moglia Capital LLC: 397,500 shares Indirect holdings - Moglia Trust 1: 203,000 shares Indirect holdings - Moglia Trust 2: 30,000 shares

3 metrics

Indirect holdings - Moglia Capital LLC 397,500 shares FG Nexus common stock held indirectly via Moglia Capital LLC as of May 7, 2026

Indirect holdings - Moglia Trust 1 203,000 shares FG Nexus common stock held indirectly via Moglia Trust 1 as of May 7, 2026

Indirect holdings - Moglia Trust 2 30,000 shares FG Nexus common stock held indirectly via Moglia Trust 2 as of May 7, 2026

Key Terms

ten percent owner, indirect ownership, beneficial ownership, voting and dispositive power

4 terms

ten percent owner regulatory

"each reporting person is identified as a ten percent owner"

indirect ownership financial

"the holdings are reported as indirect ownership through an LLC and trusts"

beneficial ownership regulatory

"Mr. Moglia disclaims any beneficial ownership of the securities held"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

voting and dispositive power financial

"has voting and dispositive power over the shares beneficially owned"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the FGNX Form 3 filing by Moglia-related entities show?

The Form 3 shows initial indirect ownership of FG Nexus common stock by Moglia Capital LLC and two Moglia trusts. It establishes them as significant holders and clarifies voting control and beneficial ownership disclaimers tied to Joseph H. Moglia and trustee Robert C. Weeks.

How many FGNX shares does Moglia Capital LLC report on Form 3?

Moglia Capital LLC reports indirect ownership of 397,500 shares of FG Nexus common stock. Joseph H. Moglia is the managing member and has voting and dispositive power over these shares, while disclaiming beneficial ownership except for any pecuniary interest he holds.

What FGNX holdings are reported for Moglia Trust 1 and Moglia Trust 2?

Moglia Trust 1 reports 203,000 shares and Moglia Trust 2 reports 30,000 shares of FG Nexus common stock. Trustee Robert C. Weeks holds voting and dispositive power, and both Weeks and Joseph H. Moglia disclaim beneficial ownership beyond their pecuniary interests.

Does Joseph H. Moglia directly own FGNX shares in this Form 3?

The Form 3 reflects indirect holdings through Moglia Capital LLC and two trusts, not direct personal ownership. Moglia is associated with these entities but explicitly disclaims beneficial ownership of their FG Nexus shares except to the extent of his pecuniary interest.

Why are Moglia Capital LLC and the trusts treated as ten percent owners of FGNX?

Each reporting person is flagged as a ten percent owner, indicating significant stakes relative to FG Nexus’s equity. The filing aggregates indirect holdings across Moglia Capital LLC and the two Moglia trusts, formally identifying them as major shareholders for securities law reporting purposes.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:30 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MOGLIA JOSEPH H

(Last) (First) (Middle)

C/O 505 CORNHUSKER RD. STE 105

(Street)

#393 BELLEVUE NEBRASKA 68002

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2026

3. Issuer Name and Ticker or Trading Symbol
FG Nexus Inc. [ FGNX ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	397,500	I	See Footnote(1)
Common Stock	203,000	I	See Footnote(2)
Common Stock	30,000	I	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MOGLIA JOSEPH H

(Last) (First) (Middle)

C/O 505 CORNHUSKER RD. STE 105

(Street)

#393 BELLEVUE NEBRASKA 68002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Moglia Capital LLC

(Last) (First) (Middle)

C/O 505 CORNHUSKER RD. STE 105

(Street)

#393 BELLEVUE, NEBRASKA 68002

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Moglia Trust 1

(Last) (First) (Middle)

1660 SCHOOL ST. SUITE 105B

(Street)

MORAGA CALIFORNIA 94556

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Moglia Trust 2

(Last) (First) (Middle)

1660 SCHOOL ST. SUITE 105B

(Street)

MORAGA CALIFORNIA 94556

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The 397,500 shares of Common Stock, $0.001 par value per share (the "Common Stock") are held by Moglia Capital LLC, a Delaware limited liability company, for which Joseph H. Moglia serves as the managing member and has voting and dispositive power over the shares beneficially owned by Moglia Capital LLC. Mr. Moglia disclaims any beneficial ownership of the securities held by Moglia Capital LLC, except to the extent of his pecuniary interest therein.

2. The 203,000 shares of Common Stock are held by Moglia Trust 1 for which Robert C. Weeks is the trustee and has voting and dispositive power over the shares beneficially owned by Moglia Trust 1. Both Mr. Weeks and Mr. Moglia disclaim any beneficial ownership of the shares held by Moglia Trust 1, except to the extent of their pecuniary interest therein.

3. The 30,000 shares of Common Stock are held by Moglia Trust 2 for which Robert C. Weeks is the trustee and has voting and dispositive power over the shares beneficially owned by Moglia Trust 2. Both Mr. Weeks and Mr. Moglia disclaim any beneficial ownership of the shares held by Moglia Trust 2, except to the extent of their pecuniary interest therein.

Remarks:

See Exhibit 99.1 to this Form 3 for the joint filing agreement by and among each Reporting Person, which joint filing agreement is incorporated herein by reference.

	Joseph H. Moglia /s/ Joseph H. Moglia	05/15/2026
	Moglia Capital LLC /s/ Joseph H. Moglia, Manager	05/15/2026
	Moglia Trust 1 /s/ Robert C. Weeks, Trustee	05/15/2026
	Moglia Trust 2 /s/ Robert C. Weeks, Trustee	05/15/2026
	** 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 5 (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 3: SEC 1473 (03-26)