FG Nexus Inc SEC Filings

The Vanguard Group reported beneficial ownership of 2,460,321 FG Nexus Inc common shares, representing 6.21% of the class as of December 31, 2025. Vanguard has shared voting power over 262,487 shares and shared dispositive power over 2,460,321 shares, with no sole voting or dispositive authority.

The filing states that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of FG Nexus Inc. Vanguard’s clients, including registered investment companies and other managed accounts, have the right to receive dividends and sale proceeds from these securities.

Nexus Inc. filed a current report to share news from a recent industry study. According to research by EarlyBirdCapital, the company was recognized as the top-performing SPAC sponsor based on median returns and the second-ranked sponsor based on average returns across its SPAC activities.

The company communicated this recognition through a press release dated January 29, 2026, which is attached as an exhibit to the report and furnished under Regulation FD, meaning it is provided for informational purposes rather than as a formally filed statement under securities laws.

FG Nexus Inc. filed a current report to share information it furnished through a press release about the status of its common stock and preferred stock buyback programs and its ETH holdings. The company stated that this press release, dated January 21, 2026, is provided under Regulation FD to keep the market informed in a fair and broad manner.

The press release is attached as an exhibit to the report and is incorporated by reference into the Regulation FD disclosure section, but it is treated as "furnished" rather than "filed" under securities law, which affects how liability and future incorporation by reference apply. FG Nexus Inc. lists its common stock and 8.00% Cumulative Preferred Stock, Series A, on The Nasdaq Stock Market LLC.

FG Nexus Inc. completed the first closing of a transaction to sell 100% of the equity of its FG Reinsurance Division (FG Reinsurance Ltd. and FG Solutions Ltd.) to Devondale Holdings, LLC. At this initial closing, the company received consideration consisting of the release of $3.3 million of collateral previously posted for certain reinsurance contracts and 40% of the Class A voting units of Devondale.

Under the agreement, FG Reinsurance Holdings, LLC also left $1.25 million in cash in FG Re in exchange for a promissory note of the same amount, bearing 6% annual interest and maturing on June 30, 2027. A second closing is expected in January 2026, in which Saltire Capital Ltd. (or a subsidiary) is expected to advance $1.0 million to Devondale; Devondale would then pay $1.0 million in cash to FG Reinsurance Holdings, and Saltire would receive a $1.0 million promissory note and 40% of Devondale’s Class A voting units, although there is no assurance this second closing will occur.

FG Nexus Inc. attempted to hold its annual stockholder meeting on December 17, 2025, but the meeting was not called to order because not enough shares were represented to reach a quorum. As a result, the chairman adjourned the meeting to 11:00 a.m. Eastern Time on December 19, 2025, when it will be held virtually at www.virtualshareholdermeeting.com/FGNX2025.

Stockholders can vote on the proposals described in the October 31, 2025 proxy statement either by attending the virtual adjourned meeting or by submitting votes over the Internet at www.ProxyVote.com by 11:59 p.m. Eastern Time on December 18, 2025.

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.

FG Nexus Inc. director Scott D. Wollney reported receiving 3,642 restricted stock units on 12/11/2025 as director fee payment in lieu of cash under the company’s 2021 Equity Incentive Plan.

All of these RSUs vested on the grant date, and each unit represents a right to receive one share of the company’s common stock. Following this award, Wollney beneficially owned 12,217 shares of FG Nexus common stock directly.

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.

FG Nexus Inc. director Robert J. Roschman reported receiving 2,826 shares of common stock on 12/11/2025 through restricted stock units granted under the 2021 Equity Incentive Plan as director fee payment in lieu of cash. The RSUs were granted at a price of $0 and all vested on the grant date, with each RSU corresponding to one share of common stock.

Following this award, Roschman beneficially owns 16,807 shares of FG Nexus common stock in direct ownership.