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Govignon Richard Edward JR reported acquisition or exercise transactions in this Form 4 filing.
FG Nexus Inc. director Govignon Richard Edward Jr. received a grant of 1,806 restricted stock units (RSUs) on July 10, 2026 as director fee payment in lieu of cash under the 2021 Equity Incentive Plan. All 1,806 RSUs vested on the grant date, with each RSU representing a contingent right to receive one share of common stock. Following this award, he holds 17,400 shares directly. His holdings also include 10,373 unvested RSUs granted on April 8, 2026 that vest in five equal annual installments, subject to continued service.
FG Nexus Inc. is making a major strategic shift by exiting its digital asset business and establishing a new real estate operating subsidiary focused on acquiring land-lease manufactured housing properties. The company plans to reallocate capital from digital assets into cash flow producing real estate and advance a potential combination with FG Communities, Inc.
As part of this transition, Co-Founder and CEO of the Digital Assets Division, Maja Vujinovic, ceased employment and resigned from the Board on June 30, 2026, and will serve as a strategic consultant for six months for $325,000. Under her employment agreement, she will receive $300,000 in cash severance and benefits, a prorated 2026 bonus of $150,000, a warrant to purchase 25,000 common shares at the closing price before issuance, payment for accrued but unused paid time off, and six months of Company-paid COBRA coverage.
FG Nexus Inc. reported changes to executive pay and progress on its share repurchase programs. Effective May 11, 2026, the company reduced the annual base salaries of Jose Vargas and Theodore Rosenthal, leaders of its Digital Assets Division, from $150,000 to $30,000 as part of adjustments to its reduced digital asset operations.
The company also disclosed that, under previously announced repurchase programs through June 5, 2026, it bought approximately 2,984,212 common shares at an average price of $13.62 and 264,465 Series A preferred shares at an average price of $24.97. As of that date, 5,736,419 common shares and 630,105 Series A preferred shares were outstanding, with $36.1 million in cash and digital assets valued at $20.3 million, including 3,375 ETH and 7,569 Wrapped stETH.
FG Nexus Inc. reported initial insider holdings showing that entities associated with Joseph H. Moglia are indirect major shareholders. As of May 7, 2026, Moglia Capital LLC holds 397,500 shares of FG Nexus common stock, with Moglia serving as managing member and having voting and dispositive power over those shares. Moglia Trust 1 holds 203,000 shares and Moglia Trust 2 holds 30,000 shares, with trustee Robert C. Weeks holding voting and dispositive power for both trusts. Moglia and Weeks each disclaim beneficial ownership of the trust-held shares, and Moglia also disclaims beneficial ownership of the LLC-held shares, in each case except to the extent of their pecuniary interest.
Nexus Inc. reported a sharp swing to a crypto-driven loss for the quarter ended March 31, 2026. Revenue was modest at $232 thousand, mainly from rental income and merchant banking advisory fees, while results were dominated by its Ether-based treasury strategy.
The company recorded a $38.6 million net loss, including a $40.3 million loss from continuing operations, driven by a $18.7 million realized loss and a $18.0 million unrealized loss on ETH digital assets. Total assets fell to $95.7 million from $163.8 million as ETH fair value dropped from $119.4 million to $43.5 million and some legacy assets moved to discontinued operations.
Nexus continued reshaping its portfolio, closing the sale of its remaining reinsurance business for cash, collateral release and a 40% stake in Devondale Holdings, and focusing on ETH and wrapped staked ETH, liquid staking and ETH option strategies. It also executed aggressive capital returns, repurchasing about 0.6 million common shares for $8.7 million and 212 thousand Series A preferred shares for $5.3 million, while completing a 1-for-5 reverse stock split and exploring a potential business combination with FG Communities to advance its real-world asset tokenization strategy.
FG Nexus Inc ownership disclosure: Vanguard Capital Management reports beneficial ownership of 473,261 shares of Common Stock, representing 7.24% of the class as of 03/31/2026. The filing identifies Vanguard Total Stock Market Index Fund Investor Shares holding 335,613 shares (5.13%). The report states dispositive power rests with Vanguard Capital Management and related affiliates and that some holdings are on behalf of Vanguard funds and managed accounts.
FG Nexus Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 to update Part III, covering directors, executive officers, corporate governance, executive and director compensation, security ownership, equity plans, related-party transactions, and auditor information. The amendment does not change the previously filed financial statements or other disclosures and should be read together with the original report.
The filing details a nine-member board, with six independent directors and combined Chairman/CEO roles, committee structures, risk and cybersecurity oversight, insider trading and hedging prohibitions, and director attendance. It also outlines 2025 pay and bonuses for senior executives, equity awards including warrants linked to digital asset initiatives, severance protections, equity plan change-in-control mechanics, significant related-party arrangements with affiliated entities, and share ownership by major holders and management as of early 2026.
FG Nexus Inc. is registering up to $2,500,000,000 of Common Stock for sale under an at-the-market (ATM) Sales Agreement with ThinkEquity LLC.
The Sales Agreement permits periodic sales on Nasdaq or through other market methods; ThinkEquity receives a 3% commission. To date the company has sold $15,535,037 of shares under the program. The prospectus notes an ATM suspension on October 13, 2025 and that reinstatement had not occurred as of the supplement. Share counts are adjusted for a 1-for-5 reverse split; the prospectus cites 6,530,207 shares outstanding as of April 6, 2026.
FG Nexus Inc. filed a shelf prospectus registering up to $5,000,000,000 of common stock, preferred stock, depositary shares, debt securities, warrants and units. The prospectus describes the company’s shift to an ETH-centered treasury strategy and summarizes recent transactions, including a 1-for-5 reverse stock split and asset sales.
The document discloses digital asset holdings—40,093 ETH with an estimated fair value of $119.4 million as of December 31, 2025 and a combined ETH/WSETH fair value of $63.4 million as of April 6, 2026—and describes custody, an asset-management agreement with Galaxy Digital, repurchase programs, an ATM facility and prior private placement proceeds.
FG Nexus Inc. registers for resale up to 8,000,000 shares of Common Stock issuable upon exercise of pre-funded warrants by selling stockholders, pursuant to a registration rights agreement dated July 29, 2025. The resale is by the selling stockholders; the Company will not receive proceeds from those resales, other than any nominal warrant exercise price. The prospectus notes a 1-for-5 reverse stock split effective February 13, 2026 and states 6,530,207 shares outstanding as of April 6, 2026. The offering is conditioned on the registration process and is intended to satisfy contractual registration rights from a July 2025 private placement.