FG Nexus Inc. (FGNX) director reports 3,098 RSU grant for fees

Rhea-AI Filing Summary

FG Nexus Inc. director Michael C. Mitchell reported receiving 3,098 restricted stock units (RSUs) on 12/11/2025 as payment of director fees in lieu of cash. The RSUs were granted under the company’s 2021 Equity Incentive Plan, vested in full on the grant date, and each RSU represents a contingent right to receive one share of FG Nexus common stock. Following this award, he beneficially owns 22,316 shares of common stock directly, as well as 13,064 shares of the company’s 8.00% Cumulative Preferred Stock, Series A.

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^*

Mitchell Michael C

(Last) (First) (Middle)

C/O FG NEXUS INC

6408 BANNIGTON 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		3,098(1)	A	$0	22,316	D
8.00% Cumulative Preferred Stock, Series A, $25.00 par value								13,064	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/ Michael C. Mitchell	12/12/2025
	** 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).
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FAQ

What equity award did FG Nexus Inc. (FGNX) director Michael C. Mitchell receive?

Director Michael C. Mitchell received 3,098 restricted stock units (RSUs) as payment of director fees in lieu of cash.

When were the 3,098 RSUs for FG Nexus Inc. (FGNX) granted and vested?

The 3,098 RSUs were granted on 12/11/2025, and all RSUs vested on the grant date.

What does each RSU granted to the FG Nexus (FGNX) director represent?

Each RSU represents a contingent right to receive one share of FG Nexus common stock.

How many FG Nexus (FGNX) common shares does Michael C. Mitchell own after this award?

After the reported transaction, he beneficially owns 22,316 shares of FG Nexus common stock directly.

What preferred stock does the FG Nexus (FGNX) director hold in addition to common shares?

He also holds 13,064 shares of FG Nexus’s 8.00% Cumulative Preferred Stock, Series A, with a stated par value of $25.00 per share.

Under which plan were the RSUs granted to the FG Nexus (FGNX) director?

The RSUs were granted under FG Nexus’s 2021 Equity Incentive Plan as director fee payment in lieu of cash.