FG Nexus (FGNX) CEO awarded RSUs and reports sizable indirect holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FG Nexus Inc. director, CEO and Chairman Kyle Cerminara reported stock-based compensation awards rather than market trades. He was granted 4,214 restricted stock units (RSUs) under the 2021 Equity Incentive Plan as director fee payment in lieu of cash; these RSUs vested in full on the grant date and each converts into one share of common stock.
He also received 10,373 additional RSUs as director compensation that vest in five equal annual instalments, subject to continued service. Following these awards, he directly holds 46,923 shares of common stock, including the 10,373 unvested RSUs. The filing also lists indirect holdings, including a warrant held by Cerminara Capital LLC covering 45,000 shares at a $5.00 exercise price expiring in 2035 and common stock positions held through several affiliated and related entities, for which he disclaims beneficial ownership except for his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Cerminara Kyle
Role
CEO and Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 4,214 | $0.00 | -- |
| Grant/Award | Common Stock | 10,373 | $0.00 | -- |
| holding | Common Stock Purchase Warrant | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 36,550 shares (Direct);
Common Stock Purchase Warrant — 45,000 shares (Indirect, By Cerminara Capital LLC);
Common Stock — 60 shares (Indirect, By 401(k) Plan)
Footnotes (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. 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. Includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as director compensation. FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGH") beneficially own in the aggregate 105,993 and 20,000 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.
Key Figures
Director fee RSU grant: 4,214 RSUs
Director compensation RSU grant: 10,373 RSUs
Direct common stock holdings: 46,923 shares
+5 more
8 metrics
Director fee RSU grant
4,214 RSUs
Granted as director fee in lieu of cash; fully vested on grant
Director compensation RSU grant
10,373 RSUs
Granted April 8, 2026; vests in five equal annual instalments
Direct common stock holdings
46,923 shares
Total common stock directly held after reported RSU grants
Unvested RSUs included
10,373 RSUs
Unvested portion from April 8, 2026 grant included in direct holdings
Warrant exercise price
$5.0000 per share
Exercise price on common stock purchase warrant held indirectly
Warrant underlying shares
45,000 shares
Underlying FG Nexus common stock for warrant expiring in 2035
FG Financial Holdings LLC shares
105,993 shares
Common stock beneficially owned in aggregate by FG Financial Holdings LLC
Fundamental Global Holdings LLC shares
20,000 shares
Common stock beneficially owned in aggregate by Fundamental Global Holdings LLC
Key Terms
restricted stock units ("RSUs"), 2021 Equity Incentive Plan, beneficially own, beneficial owner, +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 in lieu of cash."
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
"Represents RSUs granted under the 2021 Equity Incentive Plan as director compensation."
beneficially own financial
"FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGH") beneficially own in the aggregate 105,993 and 20,000 shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
beneficial owner financial
"Fundamental Global GP LLC ("FGGP") ... may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH and FGH."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"Mr. Cerminara disclaims beneficial ownership ... except to the extent of his pecuniary interest therein."
FAQ
What did FG Nexus (FGNX) CEO Kyle Cerminara report in this Form 4?
He reported stock-based compensation grants, not market trades. Cerminara received 4,214 RSUs as director fee in lieu of cash and 10,373 RSUs as additional director compensation, all under the 2021 Equity Incentive Plan, each convertible into one common share.
What are the terms of the new FG Nexus RSU awards to Cerminara?
One grant of 4,214 RSUs vested in full on the grant date as director fee in lieu of cash. A second grant of 10,373 RSUs vests in five equal annual instalments, beginning on the first anniversary of the grant date, subject to continued service with FG Nexus.
What warrant position tied to FG Nexus stock is associated with Cerminara?
An indirect holding shows a common stock purchase warrant held by Cerminara Capital LLC. It relates to 45,000 FG Nexus common shares, carries a $5.00 per share exercise price, and has an expiration date in 2035, providing potential future equity exposure.
Are these FG Nexus Form 4 transactions open-market buys or sells?
No, they are not open-market trades. The reported transactions are coded as awards (A) representing RSU grants for director fees and compensation. There are no codes indicating open-market purchases (P) or sales (S) in the reported transactions for this filing.