FG Nexus Inc. (FGNX) CEO adds 4,103 RSUs, details indirect holdings

Rhea-AI Filing Summary

Cerminara Kyle reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. CEO and Chairman Kyle Cerminara reported an award of 4,103 shares of common stock, issued at $0.00 per share as restricted stock units under the 2021 Equity Incentive Plan in lieu of cash director fees, all of which vested on the grant date. Following this award, he holds 51,026 shares directly, including 10,373 unvested RSUs granted on April 8, 2026 that vest in five equal annual instalments, and various indirect positions such as 105,993 shares via FG Financial Holdings LLC and 20,000 shares via Fundamental Global Holdings LLC. He is also associated with a warrant over 45,000 shares of common stock held indirectly through Cerminara Capital LLC, exercisable at $25.00 per share until September 5, 2035, while he disclaims beneficial ownership of certain affiliate-held shares except to the extent of his pecuniary interest.

Filing Explained

This is a fully vested, $0 director-fee RSU award, increasing the reporting person’s disclosed direct position by 4,103 contingent common-share rights.

On July 10, 2026, FG Nexus CEO and Chairman Kyle Cerminara received 4,103 restricted stock units as director-fee payment in lieu of cash; the award vested on the grant date and was recorded at $0.

Each unit is a contingent right to receive one common share, so the filing records equity compensation and a change in the reporting person’s disclosed direct beneficial-ownership position rather than a cash purchase or sale.

Form 4 transaction code A denotes a grant or award; following the transaction, the filing reports 51,026 shares directly beneficially owned and separately lists 45,000 common-stock purchase warrants held indirectly through Cerminara Capital LLC.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Cerminara Kyle

Role CEO and Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,103	$0.00	--
holding	Common Stock Purchase Warrant	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 51,026 shares (Direct); Common Stock Purchase Warrant — 45,000 shares (Indirect, By Cerminara Capital LLC); Common Stock — 60 shares (Indirect, By 401(k) Plan)

Footnotes (1)

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. Includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company. FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGH") beneficially own in the aggregate 105,993 and 20,000 shares of FG Nexus Common Stock, respectively. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH and FGH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH and FGH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH and FGH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH, FGH, and FGGP except to the extent of his pecuniary interest therein.

Key Figures

RSUs granted as director fee: 4,103 shares Direct holdings after award: 51,026 shares Unvested RSUs: 10,373 shares +5 more

8 metrics

RSUs granted as director fee 4,103 shares Restricted stock units granted under the 2021 Equity Incentive Plan in lieu of cash director fees; all vested on grant date.

Direct holdings after award 51,026 shares Total FG Nexus common stock held directly by Kyle Cerminara following the 4,103-share award.

Unvested RSUs 10,373 shares Unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan, vesting in five equal annual instalments.

Indirect holdings via FG Financial Holdings LLC 105,993 shares FG Financial Holdings LLC beneficially owns 105,993 FG Nexus common shares; Cerminara may be deemed a beneficial owner via affiliates.

Indirect holdings via Fundamental Global Holdings LLC 20,000 shares Fundamental Global Holdings LLC beneficially owns 20,000 FG Nexus common shares; Cerminara may be deemed a beneficial owner via affiliates.

Warrant exercise price $25.0000 per share Exercise price of the Common Stock Purchase Warrant held indirectly through Cerminara Capital LLC.

Underlying warrant shares 45,000 shares Common Stock underlying the Common Stock Purchase Warrant expiring September 5, 2035, held indirectly.

Warrant expiration date 2035-09-05 Expiration date of the Common Stock Purchase Warrant reported in the derivative holdings summary.

Key Terms

restricted stock units ("RSUs"), 2021 Equity Incentive Plan, Common Stock Purchase Warrant, beneficial owner, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") granted under the 2021 Equity Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

2021 Equity Incentive Plan financial

"granted under the 2021 Equity Incentive Plan as director compensation"

Common Stock Purchase Warrant financial

"security_title": "Common Stock Purchase Warrant""

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

beneficial owner financial

"may be deemed to be a beneficial owner of the securities"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/13/2026 - 05:45 PM Accepted by SEC EDGAR 07/13/2026 - 05:45 PM Learn about SEC filing dates

FAQ

What equity award did FG Nexus (FGNX) CEO Kyle Cerminara report in this Form 4?

He reported an award of 4,103 shares, represented by restricted stock units under the 2021 Equity Incentive Plan as director fee payment in lieu of cash, with all RSUs vesting on the grant date and each RSU corresponding to one share of common stock.

How many FG Nexus (FGNX) shares does Kyle Cerminara hold directly after this filing?

After the reported award, he directly holds 51,026 shares of FG Nexus common stock, which includes 10,373 unvested RSUs granted on April 8, 2026 that vest in five equal annual instalments, subject to his continued service with the company.

What indirect FG Nexus (FGNX) holdings are associated with Kyle Cerminara?

Indirect positions include 105,993 shares via FG Financial Holdings LLC, 20,000 shares via Fundamental Global Holdings LLC, plus smaller holdings through Cerminara Capital LLC, minor children, spouse, and a 401(k) plan, with Cerminara disclaiming beneficial ownership except for his pecuniary interest.

What warrant exposure to FG Nexus (FGNX) shares is disclosed for Kyle Cerminara?

An indirect position in a Common Stock Purchase Warrant for 45,000 underlying shares is reported, held through Cerminara Capital LLC, with an exercise price of $25.00 per share and an expiration date of September 5, 2035.

How do Kyle Cerminara’s unvested FG Nexus (FGNX) RSUs vest over time?

He has 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan. These RSUs vest in five equal annual instalments, conditioned on his continued service with FG Nexus, with each RSU representing one share of common stock.

Does Kyle Cerminara claim full beneficial ownership of all FG Nexus (FGNX) shares reported?

No. The filing states he may be deemed a beneficial owner of shares held by FG Financial Holdings LLC, Fundamental Global Holdings LLC and affiliates, but he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

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^*

Cerminara Kyle

(Last) (First) (Middle)

C/O FG NEXUS INC.

6408 BANNINGTON RD

(Street)

CHARLOTTE NORTH CAROLINA 28226

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

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

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

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

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	07/10/2026		A		4,103(1)	A	$0	51,026(2)	D
Common Stock								60	I	By 401(k) Plan
Common Stock								90	I	By Spouse
Common Stock								33	I	By Minor Children
Common Stock								40,000	I	Cerminara Capital LLC
Common Stock								105,993(3)	I	FG Financial Holdings, LLC
Common Stock								20,000(3)	I	Fundamental Global Holdings LLC

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
Common Stock Purchase Warrant	$25							09/05/2025	09/05/2035	Common Stock	45,000		45,000	I	By Cerminara Capital LLC

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.

2. Includes 10,373 unvested RSUs granted on April 8, 2026 under the 2021 Equity Incentive Plan as director compensation. RSUs vest in five annual equal instalments, subject to continued service with the Company, beginning on the first anniversary of the grant date. Each RSU represents a contingent right to receive one share of common stock of the Company.

3. FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGH") beneficially own in the aggregate 105,993 and 20,000 shares of FG Nexus Common Stock, respectively. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH and FGH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH and FGH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH and FGH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH, FGH, and FGGP except to the extent of his pecuniary interest therein.

	/s/ Kyle Cerminara	07/13/2026
	By: /s/ Cerminara Capital LLC	07/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)