FG Nexus (FGNX) director Mitchell receives 3,812 RSUs as equity fee payment

Rhea-AI Filing Summary

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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mitchell Michael C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,812	$0.00	--
holding	8.00% Cumulative Preferred Stock, Series A, $25.00 par value	--	--	--

Holdings After Transaction: Common Stock — 26,128 shares (Direct); 8.00% Cumulative Preferred Stock, Series A, $25.00 par value — 13,064 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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 NC 28226

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/03/2026		A		3,812(1)	A	$0	26,128	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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.

	/s/ Michael C. Mitchell	02/04/2026
	** 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.

FAQ

What insider transaction did FG Nexus Inc. (FGNX) report for Michael C. Mitchell?

FG Nexus reported that director Michael C. Mitchell acquired 3,812 shares of common stock on 02/03/2026. The shares came from vested restricted stock units granted as director fee payment in lieu of cash under the 2021 Equity Incentive Plan.

How did Michael C. Mitchell receive the 3,812 FG Nexus (FGNX) shares?

Mitchell received 3,812 shares through restricted stock units granted as director compensation instead of cash. All RSUs vested on the grant date, and each unit represented a contingent right to receive one share of FG Nexus common stock.

What is Michael C. Mitchell’s FG Nexus (FGNX) common stock holding after this Form 4?

After the reported transaction, Mitchell beneficially owned 26,128 shares of FG Nexus common stock directly. This total includes the 3,812 shares acquired on 02/03/2026 through vested restricted stock units granted as director fee payment.

What preferred stock of FG Nexus Inc. (FGNX) does Michael C. Mitchell hold?

Mitchell directly holds 13,064 shares of FG Nexus 8.00% Cumulative Preferred Stock, Series A, with a $25.00 par value. This preferred stock position is reported as a holding, with no new preferred stock transaction disclosed in this Form 4.

Were the FG Nexus (FGNX) restricted stock units for Michael C. Mitchell subject to vesting?

The restricted stock units granted to Mitchell vested immediately on the grant date. Each RSU converted into one share of common stock, reflecting director fee payment in lieu of cash under the company’s 2021 Equity Incentive Plan.