FG Nexus director receives new RSU awards

Suh Ndamukong reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Suh Ndamukong reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Suh Ndamukong received stock-based compensation instead of cash fees and for ongoing service. On April 8, 2026, Ndamukong was granted 1,754 restricted stock units (RSUs) as director fee payment in lieu of cash, which fully vested on the grant date.

An additional 10,373 RSUs were granted the same day as director compensation, vesting in five equal annual installments, subject to continued service. Each RSU represents the right to receive one share of FG Nexus common stock, bringing reported holdings to 15,502 shares after these awards.

Insider Trade Summary

Grant/Award: 12,127 shares

Grant/Award 2 txns

Insider Suh Ndamukong

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,754	$0.00	$0.00
Grant/Award	Common Stock	10,373	$0.00	$0.00

Holdings After Transaction: Common Stock — 15,502 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. Includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as director compensation.

Key Figures

RSUs in lieu of cash fees: 1,754 shares Multi-year RSU grant: 10,373 shares Total shares after awards: 15,502 shares +1 more

4 metrics

RSUs in lieu of cash fees 1,754 shares Restricted stock units granted as director fee payment on April 8, 2026

Multi-year RSU grant 10,373 shares Director compensation RSUs vesting over five annual installments starting first anniversary of April 8, 2026

Total shares after awards 15,502 shares Director’s reported common stock holdings following the April 8, 2026 grants

Unvested RSUs included in holdings 10,373 shares Unvested RSUs from April 8, 2026 grant under 2021 Equity Incentive Plan

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"

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

"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"

contingent right to receive one share financial

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

FAQ

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

What did FG Nexus (FGNX) director Suh Ndamukong receive in this Form 4?

Suh Ndamukong received stock-based director compensation through restricted stock units. One grant of 1,754 RSUs replaced cash director fees, while another grant of 10,373 RSUs was awarded as multi‑year director compensation, each RSU representing one share of FG Nexus common stock.

How many FG Nexus RSUs vested immediately for the director in this filing?

1,754 restricted stock units vested immediately on the grant date. These RSUs were issued under the 2021 Equity Incentive Plan as director fee payment in lieu of cash, meaning the director received equity instead of cash compensation for board service.

How do the 10,373 FG Nexus RSUs granted to the director vest over time?

The 10,373 RSUs vest in five equal annual installments. Vesting begins on the first anniversary of the April 8, 2026 grant date and continues yearly, subject to the director’s continued service with FG Nexus throughout the vesting period.

What is the director’s total FG Nexus share position after these RSU grants?

After the reported RSU grants, the director’s total reported holdings are 15,502 shares of common stock. This figure includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as part of director compensation.

Are the RSUs granted to the FG Nexus director tied to continued service?

Yes. The 10,373 RSUs granted as director compensation vest in five annual installments, subject to continued service. If the director remains with FG Nexus through each anniversary date, another portion of the award becomes fully earned and deliverable as common shares.

Were any open-market purchases or sales reported for FG Nexus stock here?

No open‑market purchases or sales were reported. Both transactions are coded as awards (code A), representing restricted stock units granted as director fee payment and compensation under the 2021 Equity Incentive Plan, rather than market trading activity in FG Nexus shares.

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

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Accepted by SEC EDGAR 04/09/2026 - 05:00 PM Learn about SEC filing dates

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^*

Suh Ndamukong

(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		1,754(1)	A	$0	5,129	D
Common Stock	04/08/2026		A		10,373(2)	A	$0	15,502(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/ Ndamukong Suh	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)