FG Nexus Inc (FGNX) director receives 3,612 vested RSUs as fee payment

Rhea-AI Filing Summary

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.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hayes Rita

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,612	$0.00	--

Holdings After Transaction: Common Stock — 16,241 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^*

Hayes Rita

(Last) (First) (Middle)

C/O FG NEXUS INC

6408 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		3,612(1)	A	$0	16,241	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/ Rita Hayes	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 Rita Hayes?

FG Nexus Inc. reported that director Rita Hayes acquired 3,612 shares of common stock on February 3, 2026. These shares came from vested restricted stock units granted as a director fee in stock rather than cash under the company’s 2021 Equity Incentive Plan.

How many FG Nexus Inc. (FGNX) shares does Rita Hayes own after this Form 4?

After the reported transaction, director Rita Hayes beneficially owns 16,241 shares of FG Nexus Inc. common stock. This total reflects the addition of 3,612 vested restricted stock units that were granted as director compensation in lieu of cash fees and fully vested at grant.

What type of compensation did FG Nexus Inc. (FGNX) grant to Rita Hayes?

Rita Hayes received restricted stock units as equity compensation instead of cash director fees. The grant totaled 3,612 RSUs under the 2021 Equity Incentive Plan, each representing one share of FG Nexus common stock, with every unit vesting immediately on the grant date.

Were the FG Nexus Inc. (FGNX) RSUs to Rita Hayes immediately vested?

Yes, all restricted stock units granted to director Rita Hayes vested on the grant date. The Form 4 notes that each RSU represents a contingent right to receive one share of FG Nexus common stock, and every unit from this 3,612-share award became fully vested immediately.

What was the reported price for the FG Nexus Inc. (FGNX) shares granted to Rita Hayes?

The Form 4 lists a price of $0 per share for the 3,612 FG Nexus common shares. This reflects that the award came from restricted stock units granted as non-cash director fee compensation under the company’s 2021 Equity Incentive Plan, rather than an open-market purchase.

Under which plan did FG Nexus Inc. (FGNX) grant RSUs to Rita Hayes?

The restricted stock units granted to director Rita Hayes came under FG Nexus Inc.’s 2021 Equity Incentive Plan. According to the filing, the RSUs were issued as payment of director fees in lieu of cash, vested in full on grant, and convert one-for-one into common shares.