FG Nexus (FGNX) director reports 2,826-share RSU grant for board fees

Rhea-AI Filing Summary

FG Nexus Inc. director Ndamukong Suh reported receiving 2,826 shares of common stock on 12/11/2025 through restricted stock units granted as director fee payment in lieu of cash under the 2021 Equity Incentive Plan. The transaction was recorded at a price of $0 per share.

All of the restricted stock units vested on the grant date, and each unit represents a right to receive one share of FG Nexus common stock. After this equity compensation transaction, Suh beneficially owns 13,399 shares directly.

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 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		2,826(1)	A	$0	13,399	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/ Ndamukong Suh	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).
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.

FAQ

Who is the reporting person in the FG Nexus (FGNX) Form 4?

The reporting person is Ndamukong Suh, who serves as a director of FG Nexus Inc..

What transaction did Ndamukong Suh report for FG Nexus (FGNX)?

Ndamukong Suh reported acquiring 2,826 shares of common stock on 12/11/2025 through restricted stock units granted as director fee payment in lieu of cash.

How many FG Nexus (FGNX) shares does Ndamukong Suh beneficially own after this transaction?

Following the reported transaction, Ndamukong Suh beneficially owns 13,399 shares of FG Nexus common stock directly.

What are the terms of the restricted stock units granted to Ndamukong Suh by FG Nexus (FGNX)?

The grant consists of restricted stock units (RSUs) under the 2021 Equity Incentive Plan, issued as director fee payment in lieu of cash. All RSUs vested on the grant date, and each RSU represents a contingent right to receive one share of FG Nexus common stock.

On what date did FG Nexus (FGNX) grant the RSUs to Ndamukong Suh?

The restricted stock units were granted on 12/11/2025.

Was there any cash consideration paid for the FG Nexus (FGNX) shares reported by Ndamukong Suh?

No cash was paid in the reported transaction; the table shows a price of $0 per share, reflecting that the shares were issued as equity compensation in lieu of cash fees.