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

Reporting relationship: CEO and Chairman, Director, 10%+ Owner
Issuer ticker: FGF
Reported as of: 11 Dec 2025
Net transaction value: -$2,994,000
SEC form: 4
Accepted by SEC: 12 Dec 2025, 21:58:20 UTC
Prior SEC filing: 08 Aug 2025
Next SEC filing: 04 Feb 2026
Source filing: View source filing
Reporting owner signature: /s/ Kyle Cerminara

Key filing fact

Kyle Cerminara filed Form 4 for FG Nexus Inc. (FGF) on 12 Dec 2025.

Key facts

This page summarizes Kyle Cerminara's Form 4 filing for FG Nexus Inc. (FGF).
5 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 12 Dec 2025, 21:58.

Change

Previous filing in this sequence was filed on 08 Aug 2025.
Current net transaction value: -$2,994,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001619991 Primary reporting owner

Cerminara Kyle

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FGNX transaction

Common Stock

Award

Transaction value: $0
Shares: +6,794
Change %: +4.6%
Price: $0.000000
Shares after: 153,321
Date: 11 Dec 2025
Ownership: Direct
Footnotes: F1

FGNX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 301
Date: 11 Dec 2025
Ownership: By 401(k) Plan

FGNX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 450
Date: 11 Dec 2025
Ownership: By Spouse

FGNX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 167
Date: 11 Dec 2025
Ownership: By Minor Children

FGNX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 200,000
Date: 11 Dec 2025
Ownership: Cerminara Capital LLC

FGNX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 529,965
Date: 11 Dec 2025
Ownership: FG Financial Holdings, LLC
Footnotes: F2

FGNX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 100,000
Date: 11 Dec 2025
Ownership: Fundamental Global Holdings LLC
Footnotes: F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FGNX transaction Derivative

Pre - Funded Common Stock Purchase Warrant

Exercise of in-the-money or at-the-money derivative security

Transaction value: $998,000
Shares: -200,000
Change %: -100%
Price: $4.99
Shares after: 0
Date: 05 Sep 2025
Ownership: By Cerminara Capital LLC
Underlying class: Common Stock
Underlying amount: 200,000
Exercise price: $0.001000
Footnotes: F3

FGNX transaction Derivative

Pre - Funded Common Stock Purchase Warrant

Exercise of in-the-money or at-the-money derivative security

Transaction value: $499,000
Shares: -100,000
Change %: -100%
Price: $4.99
Shares after: 0
Date: 05 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 100,000
Exercise price: $0.001000
Footnotes: F3

FGNX transaction Derivative

Pre - Funded Common Stock Purchase Warrant

Exercise of in-the-money or at-the-money derivative security

Transaction value: $499,000
Shares: -100,000
Change %: -100%
Price: $4.99
Shares after: 0
Date: 05 Sep 2025
Ownership: Fundamental Global Holdings LLC
Underlying class: Common Stock
Underlying amount: 100,000
Exercise price: $0.001000
Footnotes: F3

FGNX transaction Derivative

Pre - Funded Common Stock Purchase Warrant

Exercise of in-the-money or at-the-money derivative security

Transaction value: $998,000
Shares: -200,000
Change %: -100%
Price: $4.99
Shares after: 0
Date: 05 Sep 2025
Ownership: FG Financial Holdings, LLC
Underlying class: Common Stock
Underlying amount: 200,000
Exercise price: $0.001000
Footnotes: F3

FGNX holding Derivative

Common Stock Purchase Warrant

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 225,000
Date: 11 Dec 2025
Ownership: By Cerminara Capital LLC
Underlying class: Common Stock
Underlying amount: 225,000
Exercise price: $5.00

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.