FG Nexus (FGNX) director reports 2,935-share restricted stock grant

Rhea-AI Filing Summary

FG Nexus Inc. reported an insider equity grant for director Rita Hayes. On 12/11/2025, she acquired 2,935 shares of common stock in the form of restricted stock units granted under the company’s 2021 Equity Incentive Plan as payment of director fees in lieu of cash, at a reported price of $0 per share.

All of these restricted stock units vested on the grant date, and each unit represents the right to receive one share of FG Nexus common stock. Following this transaction, Rita Hayes beneficially owns 12,629 shares of the company’s common stock in direct ownership, and no derivative securities were reported.

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^*

Hayes Rita

(Last) (First) (Middle)

C/O FG NEXUS INC

6408 BANNINGTON RD

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

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

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)
12/11/2025

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	12/11/2025		A		2,935(1)	A	$0	12,629	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. Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash. All RSUs vested on grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.

	/s/ Rita Hayes	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FG Nexus Inc. (FGNX) report for Rita Hayes?

FG Nexus Inc. reported that director Rita Hayes acquired 2,935 shares of common stock on 12/11/2025 through a grant of restricted stock units as director compensation.

How many FG Nexus (FGNX) shares does Rita Hayes own after the grant?

After the reported transaction, director Rita Hayes beneficially owns 12,629 shares of FG Nexus Inc. common stock in direct ownership.

What type of equity compensation did Rita Hayes receive from FG Nexus?

Rita Hayes received restricted stock units (RSUs), with each unit representing a contingent right to receive one share of FG Nexus common stock.

When was the director stock grant at FG Nexus made to Rita Hayes?

The restricted stock unit grant to director Rita Hayes was made on 12/11/2025, with the form signed on 12/12/2025.

Was the FG Nexus stock grant to Rita Hayes made under an equity incentive plan?

Yes. The 2,935 restricted stock units were granted to Rita Hayes under FG Nexus Inc.’s 2021 Equity Incentive Plan as director fee payment in lieu of cash.

Did the restricted stock units granted to Rita Hayes vest immediately?

Yes. All of the restricted stock units granted to Rita Hayes vested on the grant date, according to the disclosure.