Stock grants to FG Nexus (FGNX) director replace cash fees

Rhea-AI Filing Summary

FG Nexus Inc. director Rita Hayes reported receiving equity-based compensation in the form of restricted stock units (RSUs) tied to the company’s common stock. On April 8, 2026, she acquired 1,821 RSUs granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash, with all of these RSUs vesting immediately on the grant date.

She also received an additional 10,373 RSUs as director compensation under the same plan. These RSUs vest in five equal annual installments, beginning on the first anniversary of the grant date, contingent on continued service. Each RSU represents the right to receive one share of FG Nexus common stock, and following these grants she holds 15,442 shares, including 10,373 unvested RSUs.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hayes Rita

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,821	$0.00	--
Grant/Award	Common Stock	10,373	$0.00	--

Holdings After Transaction: Common Stock — 5,069 shares (Direct)

Footnotes (1)

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. Represents RSUs granted under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company. Includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as director compensation.

Key Figures

Immediately vested RSUs: 1,821 RSUs Time-vested RSUs: 10,373 RSUs Post‑grant holdings: 15,442 shares +2 more

5 metrics

Immediately vested RSUs 1,821 RSUs Director fee payment in lieu of cash, granted April 8, 2026

Time-vested RSUs 10,373 RSUs Director compensation vesting in five equal annual installments

Post‑grant holdings 15,442 shares Common stock holdings after reported RSU grants, including unvested RSUs

Vesting schedule 5 annual installments For 10,373 RSUs, starting on first anniversary of April 8, 2026

Director fee RSU price $0.00 per share Non-cash grant; RSUs issued with no cash paid by director

Key Terms

restricted stock units ("RSUs"), 2021 Equity Incentive Plan, director fee payment in lieu of cash, vest in five annual equal instalments, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2021 Equity Incentive Plan financial

"Represents RSUs granted under the 2021 Equity Incentive Plan as director compensation."

director fee payment in lieu of cash financial

"granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash."

vest in five annual equal instalments financial

"RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date."

contingent right to receive one share financial

"Each RSU represents a contingent right to receive one share of common stock of the Company."

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 NORTH CAROLINA 28226

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

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

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

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

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	04/08/2026		A		1,821(1)	A	$0	5,069	D
Common Stock	04/08/2026		A		10,373(2)	A	$0	15,442(3)	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.

2. Represents RSUs granted under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.

3. Includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as director compensation.

	/s/ Rita Hayes	04/09/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did FG Nexus (FGNX) disclose for director Rita Hayes?

FG Nexus reported that director Rita Hayes received restricted stock unit awards instead of cash fees and as ongoing compensation. She acquired 1,821 immediately vested RSUs and 10,373 RSUs vesting over five years, all tied to FG Nexus common stock.

How many FG Nexus (FGNX) restricted stock units did the director receive?

Rita Hayes received 1,821 RSUs as director fee payment in lieu of cash and 10,373 RSUs as director compensation. The 10,373 RSUs vest in five equal annual installments, giving her long-term equity exposure to FG Nexus common stock.

What are the vesting terms of Rita Hayes’ new FG Nexus (FGNX) RSUs?

The 1,821 RSUs granted as fee payment vested in full on the grant date. The 10,373 RSUs granted as director compensation vest in five equal annual installments, beginning on the first anniversary of the April 8, 2026 grant date, subject to continued service.

How many FG Nexus (FGNX) shares does Rita Hayes hold after these RSU grants?

After the reported RSU grants, Rita Hayes holds 15,442 shares of FG Nexus common stock. This figure includes 10,373 unvested restricted stock units granted on April 8, 2026 under the company’s 2021 Equity Incentive Plan as director compensation.

Are the FG Nexus (FGNX) RSU grants to Rita Hayes cash transactions?

No, these RSU grants are non-cash equity awards. The 1,821 RSUs replace director fees that could have been paid in cash, while the 10,373 RSUs represent stock-based director compensation, delivering value in company shares rather than immediate cash payments.