Kyle Cerminara - 11 Dec 2025 Form 4 Insider Report for FG Nexus Inc. (FGF)

Role: CEO and Chairman, Director, 10%+ Owner
Signature: /s/ Kyle Cerminara
Issuer symbol: FGF
Transactions as of: 11 Dec 2025
Net transactions value: -$2,994,000
Form type: 4
Filing time: 12 Dec 2025, 21:58:20 UTC
Previous filing: 08 Aug 2025
Next filing: 04 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Cerminara Kyle	CEO and Chairman, Director, 10%+ Owner	C/O FG NEXUS INC., 6408 BANNINGTON RD, CHARLOTTE	/s/ Kyle Cerminara	12 Dec 2025	0001619991

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FGNX	Common Stock	Award	$0	+6,794	+4.6%	$0.000000	153,321	11 Dec 2025	Direct	F1
holding	FGNX	Common Stock						301	11 Dec 2025	By 401(k) Plan
holding	FGNX	Common Stock						450	11 Dec 2025	By Spouse
holding	FGNX	Common Stock						167	11 Dec 2025	By Minor Children
holding	FGNX	Common Stock						200,000	11 Dec 2025	Cerminara Capital LLC
holding	FGNX	Common Stock						529,965	11 Dec 2025	FG Financial Holdings, LLC	F2
holding	FGNX	Common Stock						100,000	11 Dec 2025	Fundamental Global Holdings LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FGNX	Pre - Funded Common Stock Purchase Warrant	Exercise of in-the-money or at-the-money derivative security	$998,000	-200,000	-100%	$4.99	0	05 Sep 2025	Common Stock	200,000	$0.001000	By Cerminara Capital LLC	F3
transaction	FGNX	Pre - Funded Common Stock Purchase Warrant	Exercise of in-the-money or at-the-money derivative security	$499,000	-100,000	-100%	$4.99	0	05 Sep 2025	Common Stock	100,000	$0.001000	Direct	F3
transaction	FGNX	Pre - Funded Common Stock Purchase Warrant	Exercise of in-the-money or at-the-money derivative security	$499,000	-100,000	-100%	$4.99	0	05 Sep 2025	Common Stock	100,000	$0.001000	Fundamental Global Holdings LLC	F3
transaction	FGNX	Pre - Funded Common Stock Purchase Warrant	Exercise of in-the-money or at-the-money derivative security	$998,000	-200,000	-100%	$4.99	0	05 Sep 2025	Common Stock	200,000	$0.001000	FG Financial Holdings, LLC	F3
holding	FGNX	Common Stock Purchase Warrant						225,000	11 Dec 2025	Common Stock	225,000	$5.00	By Cerminara Capital LLC

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGH") beneficially own in the aggregate 529,965 and 100,000 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.
F3	The Pre-Funded Common Stock Purchase Warrants were exercised automatically on September 5, 2025 upon the effectiveness of articles of amendment to the Company's amended and restated articles of incorporation.