FG Nexus (FGNX) CEO awarded 8,359 RSUs for director fees

Rhea-AI Filing Summary

FG Nexus Inc. CEO and Chairman Kyle Cerminara reported an equity compensation grant and updated holdings. On 02/03/2026 he received 8,359 restricted stock units as director fee payment in lieu of cash at a stated price of $0 per share, bringing his directly held common stock to 161,680 shares.

The filing also lists additional common shares and a warrant position indirectly held through a 401(k) plan, family accounts, Cerminara Capital LLC, FG Financial Holdings LLC, and Fundamental Global Holdings LLC, including a warrant for 225,000 common shares at a $5 exercise price held by Cerminara Capital LLC. A footnote states he may be deemed a beneficial owner of certain entity-held shares but disclaims beneficial ownership beyond his pecuniary interest.

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^*

Cerminara Kyle

(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
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		8,359(1)	A	$0	161,680	D
Common Stock								301	I	By 401(k) Plan
Common Stock								450	I	By Spouse
Common Stock								167	I	By Minor Children
Common Stock								200,000	I	Cerminara Capital LLC
Common Stock								529,965(2)	I	FG Financial Holdings, LLC
Common Stock								100,000(2)	I	Fundamental Global Holdings LLC

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
Common Stock Purchase Warrant	$5							09/05/2025	09/05/2035	Common Stock	225,000		225,000	I	By Cerminara Capital LLC

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. FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGH") beneficially own in the aggregate 529,965 and 100,000 shares of FG Nexus Common Stock, respectively. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH and FGH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH and FGH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH and FGH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH, FGH, and FGGP except to the extent of his pecuniary interest therein.

	/s/ Kyle Cerminara	02/04/2026
	By: /s/ Cerminara Capital LLC	02/04/2026
	** 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 FGNX CEO Kyle Cerminara report on this Form 4?

Kyle Cerminara reported receiving 8,359 restricted stock units as director fee payment in lieu of cash. These RSUs vested on the grant date and each represents the right to receive one share of FG Nexus common stock, increasing his directly held stake to 161,680 shares.

How are the 8,359 RSUs for FGNX structured and when did they vest?

The 8,359 RSUs were granted under the 2021 Equity Incentive Plan as director fees instead of cash and all vested on the grant date. Each RSU entitles the holder to receive one share of FG Nexus common stock, aligning compensation with company equity.

What warrant position related to FGNX common stock is disclosed in this Form 4?

The filing lists a common stock purchase warrant for 225,000 FG Nexus shares at a $5 exercise price, indirectly held by Cerminara Capital LLC. The warrant is exercisable starting 09/05/2025 and expires on 09/05/2035, reflecting a long-dated equity-linked position.

What indirect FGNX share holdings are associated with Kyle Cerminara and related entities?

Indirect holdings include FG Nexus common stock held via a 401(k) plan, spouse and minor children accounts, Cerminara Capital LLC, FG Financial Holdings LLC, and Fundamental Global Holdings LLC. A footnote explains he may be deemed a beneficial owner through affiliates but disclaims ownership beyond his pecuniary interest.

What roles does Kyle Cerminara hold at FG Nexus Inc. as disclosed in the Form 4?

Kyle Cerminara is identified as both a director and an officer of FG Nexus Inc., serving as CEO and Chairman. This dual role means his reported equity grants and holdings reflect both executive and board-level alignment with the company’s common stock performance.