FG Nexus Inc. filings document material-event disclosures for a Nevada issuer with common stock and 8.00% Cumulative Preferred Stock, Series A listed on Nasdaq. Recent Form 8-K reports cover preferred-stock dividends, share repurchase activity, reverse stock split and authorized-share changes, bylaw amendments affecting stockholder meeting quorum, and shareholder voting or governance matters.
The company’s regulatory record also includes disclosures about its digital asset treasury and real-world asset tokenization strategy, capital structure, operating and financial results, and completed asset-disposition activity involving its former reinsurance division. Regulation FD exhibits and other 8-K items provide formal records of press releases, security-rights modifications, and board-approved corporate actions.
FG Nexus Inc. is implementing a 1-for-5 reverse stock split of its common stock, effective at 9:30 a.m. Eastern Time on February 13, 2026. Every five existing shares will be automatically exchanged for one new share, and the stock will continue trading on Nasdaq under the symbol FGNX.
The reverse split will reduce common shares outstanding from 32,776,218 shares to approximately 6,555,243 shares on a pro forma basis and is expected to potentially increase the per-share trading price. Authorized common shares will be proportionally reduced from 900 billion to 180 billion. Ownership percentages, par value, preferred shares, and rights of common holders remain essentially unchanged except for cash paid in lieu of fractional shares, and related options and warrants will be adjusted proportionately.
FG Nexus Inc. director Ndamukong Suh received equity compensation in the form of restricted stock units. On 02/03/2026, he was granted 3,478 shares of common stock at a price of $0 as a director fee payment in lieu of cash under the 2021 Equity Incentive Plan.
The filing notes these awards were RSUs that fully vested on the grant date, with each RSU delivering one share of FG Nexus common stock. Following this grant, Suh directly beneficially owns 16,877 shares of the company’s common stock.
FG Nexus Inc. CEO and Chairman Kyle Cerminara reported an equity compensation grant and updated holdings. On 02/03/2026 he received 8,359 restricted stock units as director fee payment in lieu of cash at a stated price of $0 per share, bringing his directly held common stock to 161,680 shares.
The filing also lists additional common shares and a warrant position indirectly held through a 401(k) plan, family accounts, Cerminara Capital LLC, FG Financial Holdings LLC, and Fundamental Global Holdings LLC, including a warrant for 225,000 common shares at a $5 exercise price held by Cerminara Capital LLC. A footnote states he may be deemed a beneficial owner of certain entity-held shares but disclaims beneficial ownership beyond his pecuniary interest.
FG Nexus Inc. director awarded stock-based fees
FG Nexus Inc. director Robert J. Roschman received 3,478 shares of common stock on February 3, 2026, recorded at a transaction price of $0 per share. These shares come from restricted stock units granted as director fee payment instead of cash.
All RSUs vested on the grant date, with each unit converting into one share of FG Nexus common stock. After this grant, Roschman beneficially owns 20,285 shares of FG Nexus common stock, held directly.
FG Nexus Inc. director Michael C. Mitchell reported receiving equity compensation in the form of restricted stock units. On 02/03/2026, he acquired 3,812 shares of common stock at a price of $0 as a grant under the 2021 Equity Incentive Plan, issued as director fee payment instead of cash. All of these RSUs vested on the grant date, with each unit converting into one share of common stock.
Following this grant, Mitchell beneficially owned 26,128 shares of FG Nexus common stock and 13,064 shares of the company’s 8.00% Cumulative Preferred Stock, Series A, $25.00 par value, all held directly.
FG Nexus Inc. director Rita Hayes received 3,612 shares of common stock on February 3, 2026 as a stock-based fee. The Form 4 shows these were restricted stock units granted under the 2021 Equity Incentive Plan as payment for director fees instead of cash.
All of the RSUs vested immediately on the grant date, and each unit converts into one share of FG Nexus common stock. After this award, Hayes beneficially owns 16,241 shares of the company’s common stock in direct ownership.
FG Nexus Inc. director Richard Edward Govignon JR reported receiving 3,678 shares of common stock on February 3, 2026. These shares were delivered at a price of $0 as restricted stock units granted under the company’s 2021 Equity Incentive Plan as payment of director fees in lieu of cash.
All of these RSUs vested on the grant date, and each RSU converts into one share of FG Nexus common stock. After this award, Govignon beneficially owns 16,833 shares of FG Nexus Inc. common stock in direct ownership.
FG Nexus Inc. director Scott D. Wollney received 4,480 shares of common stock on 02/03/2026 through a restricted stock unit grant under the company’s 2021 Equity Incentive Plan. The award was paid in lieu of cash director fees at a price of $0 per share.
All RSUs vested on the grant date, and each unit converts into one share of common stock. Following this equity compensation transaction, Wollney beneficially owned 16,697 shares of FG Nexus Inc. common stock in direct ownership.
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.