SEC Form 4 · accession 0001493152-26-033091
FG Nexus Inc. · FGNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kyle Cerminara
Officer — CEO and Chairman · Director
Period of report
Jul 10, 2026
Accepted (ET)
Jul 13, 2026 · 5:45 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001591890
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 10, 2026 | A | 4,103 | $0.00 | A | 51,026 | D | |
| Common Stock | holding | — | — | — | 60 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 90 | I | By Spouse | |
| Common Stock | holding | — | — | — | 33 | I | By Minor Children | |
| Common Stock | holding | — | — | — | 40,000 | I | Cerminara Capital LLC | |
| Common StockF3 | holding | — | — | — | 105,993 | I | FG Financial Holdings, LLC | |
| Common StockF3 | holding | — | — | — | 20,000 | I | Fundamental Global Holdings LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase Warrant | $25.00 | holding | — | — | — | Sep 5, 2025 | Sep 5, 2035 | Common Stock | 45,000 | 45,000 | I |
Explanation of responses
- F1Represents 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.
- F2Includes 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.
- F3FG 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.