FG Nexus (FGNX) pays director with 1,871 vested RSUs as board fee

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Form Type

Rhea-AI Filing Summary

Mitchell Michael C reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Michael C. Mitchell reported an equity compensation grant of 1,871 shares of common stock on July 10, 2026, issued as RSUs in lieu of cash director fees that vested immediately. Following the grant he holds 18,390 common shares, 10,373 unvested RSUs, and 13,064 shares of 8.00% Series A cumulative preferred stock.

Filing Explained

The filing adds a vested, non-cash RSU award to the director’s disclosed common-stock position while other reported RSUs remain contingent on service.

The July 10, 2026 Form 4 reports that director Michael C. Mitchell was granted 1,871 common-stock RSUs as director fee payment in lieu of cash, with all of those RSUs vested on the grant date.

The filing shows 18,390 units under the Common Stock line after the transaction, including 10,373 unvested RSUs that vest in five equal annual installments beginning on the first anniversary of their April 8, 2026 grant, subject to continued service. Form 4 code A identifies a grant or award, so this filing records an insider award and related holdings mechanics rather than an open-market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mitchell Michael C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,871	$0.00	--
holding	8.00% Cumulative Preferred Stock, Series A, $25.00 par value	--	--	--

Holdings After Transaction: Common Stock — 18,390 shares (Direct); 8.00% Cumulative Preferred Stock, Series A, $25.00 par value — 13,064 shares (Direct)

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. Includes 10,373 unvested RSUs granted on April 8, 2026 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.

Key Figures

Common shares granted: 1,871 shares Common shares held after grant: 18,390 shares Unvested RSUs outstanding: 10,373 units +3 more

6 metrics

Common shares granted 1,871 shares Grant/award acquisition on July 10, 2026 as RSUs in lieu of cash director fees

Common shares held after grant 18,390 shares Direct common stock ownership following the July 10, 2026 award

Unvested RSUs outstanding 10,373 units Granted April 8, 2026; vest in five equal annual instalments, subject to continued service

Series A preferred shares held 13,064 shares 8.00% Cumulative Preferred Stock, Series A, $25.00 par value, directly held

Preferred dividend rate 8.00% Cumulative dividend rate on Series A preferred stock

Preferred par value $25.00 per share Par value of 8.00% Cumulative Preferred Stock, Series A

Key Terms

restricted stock units ("RSUs"), 2021 Equity Incentive Plan, 8.00% Cumulative Preferred Stock, Series A

3 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") granted as director fee payment"

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

"Granted under the 2021 Equity Incentive Plan as director compensation"

8.00% Cumulative Preferred Stock, Series A financial

"8.00% Cumulative Preferred Stock, Series A, $25.00 par value"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/13/2026 - 05:00 PM Accepted by SEC EDGAR 07/13/2026 - 05:00 PM

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^*

Mitchell Michael C

(Last)

(First)

(Middle)

C/O FG NEXUS INC

6408 BANNIGTON RD

(Street)

CHARLOTTE

NORTH CAROLINA

28226

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2026		A		1,871⁽¹⁾	A	$0	18,390⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Includes 10,373 unvested RSUs granted on April 8, 2026 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.

	/s/ Michael C. Mitchell	07/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR