FG Nexus Inc. (FGNX) CEO Kyle Cerminara reports new RSU grant and warrant holdings

Rhea-AI Filing Summary

FG Nexus Inc. director, CEO and Chairman Kyle Cerminara, a 10% owner, reported receiving 6,794 restricted stock units on 12/11/2025 as director fee payment in lieu of cash at a price of $0 per share. The RSUs vested on the grant date, and each RSU represents a right to one share of common stock, bringing his directly held stake to 153,321 shares of FG Nexus common stock.

He also reports indirect holdings of common stock through a 401(k) plan, his spouse, minor children, Cerminara Capital LLC, FG Financial Holdings LLC and Fundamental Global Holdings LLC. In addition, Cerminara Capital LLC holds 225,000 common stock purchase warrants with a $5 exercise price expiring on 09/05/2035. Pre-funded common stock purchase warrants described in the filing were automatically exercised on 09/05/2025 upon the effectiveness of amendments to the company’s articles of incorporation.

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

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		6,794(1)	A	$0	153,321	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
Pre - Funded Common Stock Purchase Warrant	$0.001	09/05/2025	09/05/2025	X(3)			200,000	09/05/2025	09/05/2025	Common Stock	200,000	$4.99	0	I	By Cerminara Capital LLC
Pre - Funded Common Stock Purchase Warrant	$0.001	09/05/2025	09/05/2025	X(3)			100,000	09/05/2025	09/05/2025	Common Stock	100,000	$4.99	0	D
Pre - Funded Common Stock Purchase Warrant	$0.001	09/05/2025	09/05/2025	X(3)			100,000	09/05/2025	09/05/2025	Common Stock	100,000	$4.99	0	I	Fundamental Global Holdings LLC
Pre - Funded Common Stock Purchase Warrant	$0.001	09/05/2025	09/05/2025	X(3)			200,000	09/05/2025	09/05/2025	Common Stock	200,000	$4.99	0	I	FG Financial Holdings, 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.

3. The Pre-Funded Common Stock Purchase Warrants were exercised automatically on September 5, 2025 upon the effectiveness of articles of amendment to the Company's amended and restated articles of incorporation.

	/s/ Kyle Cerminara	12/12/2025
	By: /s/ Cerminara Capital LLC	12/12/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did FG Nexus (FGNX) report for Kyle Cerminara?

Kyle Cerminara reported acquiring 6,794 restricted stock units (RSUs) of FG Nexus Inc. on 12/11/2025. The RSUs were granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash and were priced at $0 per share.

How many FG Nexus (FGNX) shares does Kyle Cerminara own after the reported transaction?

Following the reported transaction, Kyle Cerminara directly owns 153,321 shares of FG Nexus common stock. He also reports indirect ownership of additional common shares held through a 401(k) plan (301 shares), his spouse (450 shares), minor children (167 shares), Cerminara Capital LLC (200,000 shares), FG Financial Holdings LLC (529,965 shares) and Fundamental Global Holdings LLC (100,000 shares).

What roles does Kyle Cerminara hold at FG Nexus Inc. (FGNX)?

According to the filing, Kyle Cerminara is a Director, a 10% Owner, and an Officer of FG Nexus Inc., serving as CEO and Chairman.

What warrants on FG Nexus (FGNX) stock are reported as beneficially owned?

The filing shows Cerminara Capital LLC holding 225,000 common stock purchase warrants with an exercise price of $5 per share, exercisable and expiring on 09/05/2035. These warrants are reported as indirectly beneficially owned by Kyle Cerminara through Cerminara Capital LLC.

What happened to the pre-funded common stock purchase warrants related to FG Nexus (FGNX)?

The pre-funded common stock purchase warrants with a $0.001 exercise price were reported with transaction code X. Footnote 3 states they were automatically exercised on 09/05/2025 upon the effectiveness of articles of amendment to the company’s amended and restated articles of incorporation, leaving 0 derivative securities outstanding for each such warrant line.

What does it mean that the FG Nexus RSUs vested on the grant date?

The filing notes that all RSUs vested on the grant date. This means that on 12/11/2025, Kyle Cerminara’s right to receive the related FG Nexus common shares became fully earned, with each RSU representing a contingent right to one share of the company’s common stock.

How is beneficial ownership of FG Nexus (FGNX) shares described for affiliated entities?

Footnote 2 states that FG Financial Holdings LLC and Fundamental Global Holdings LLC beneficially own 529,965 and 100,000 FG Nexus common shares, respectively. Fundamental Global GP LLC, as an affiliate, may be deemed a beneficial owner of these securities, and due to his position with these entities, Kyle Cerminara may be deemed a beneficial owner, while he disclaims beneficial ownership except to the extent of his pecuniary interest.