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. 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.
FG Nexus Inc. reported that director Richard E. Govignon acquired 2,988 shares of common stock on December 11, 2025 through a restricted stock unit grant. The RSUs were issued under the company's 2021 Equity Incentive Plan as payment of director fees in lieu of cash and vested in full on the grant date.
Each RSU represents a right to receive one share of common stock, and following this award Govignon directly beneficially owns 13,155 shares of FG Nexus Inc. common stock.
FG Nexus Inc. reported an insider equity grant for director Rita Hayes. On 12/11/2025, she acquired 2,935 shares of common stock in the form of restricted stock units granted under the company’s 2021 Equity Incentive Plan as payment of director fees in lieu of cash, at a reported price of $0 per share.
All of these restricted stock units vested on the grant date, and each unit represents the right to receive one share of FG Nexus common stock. Following this transaction, Rita Hayes beneficially owns 12,629 shares of the company’s common stock in direct ownership, and no derivative securities were reported.
FG Nexus Inc. director Ndamukong Suh reported receiving 2,826 shares of common stock on 12/11/2025 through restricted stock units granted as director fee payment in lieu of cash under the 2021 Equity Incentive Plan. The transaction was recorded at a price of $0 per share.
All of the restricted stock units vested on the grant date, and each unit represents a right to receive one share of FG Nexus common stock. After this equity compensation transaction, Suh beneficially owns 13,399 shares directly.