Director at FG Nexus (FGNX) receives 3,478 RSUs as fee payment

Rhea-AI Filing Summary

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.

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

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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^*

Roschman Robert J

(Last) (First) (Middle)

C/O FG NEXUS INC

6400 BANNINGTON 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		3,478(1)	A	$0	20,285	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/ Robert J. Roschman	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 Robert J. Roschman?

FG Nexus Inc. reported that director Robert J. Roschman received 3,478 shares of common stock on February 3, 2026. The shares arose from restricted stock units granted as director fee payment in lieu of cash and vested immediately on the grant date.

How many FG Nexus (FGNX) shares does director Robert J. Roschman now beneficially own?

After the February 3, 2026 transaction, director Robert J. Roschman beneficially owns 20,285 FG Nexus common shares. This reflects his holdings following the grant and vesting of 3,478 restricted stock units that converted into common stock as director compensation.

What was the nature of the 3,478-share grant to the FG Nexus (FGNX) director?

The 3,478 shares resulted from restricted stock units granted under the 2021 Equity Incentive Plan. They were issued as director fee payment instead of cash, with each RSU representing a right to receive one FG Nexus common share upon vesting on the grant date.

Did the FG Nexus (FGNX) director pay anything for the 3,478 granted shares?

The transaction was recorded at a price of $0 per share for the 3,478 common shares. The shares were issued as compensation through vested restricted stock units, rather than purchased for cash, under the company’s 2021 Equity Incentive Plan for directors.

Under which plan were the FG Nexus (FGNX) restricted stock units granted to the director?

The restricted stock units granted to the FG Nexus director came under the 2021 Equity Incentive Plan. These RSUs were provided as director fee payment in lieu of cash and fully vested on the grant date, each converting into one share of common stock.