FG Nexus Inc.·4

Dec 12, 9:58 PM ET

Cerminara Kyle 4

4 · FG Nexus Inc. · Filed Dec 12, 2025

Insider Transaction Report

Form 4
Period: 2025-12-11
Cerminara Kyle
DirectorCEO and Chairman
Transactions
  • Award

    Common Stock

    2025-12-11+6,794153,321 total
  • Exercise of In-Money

    Pre - Funded Common Stock Purchase Warrant

    2025-09-05$4.99/sh200,000$998,0000 total(indirect: By LLC)
    Exercise: $0.00From: 2025-09-05Exp: 2025-09-05Common Stock (200,000 underlying)
  • Exercise of In-Money

    Pre - Funded Common Stock Purchase Warrant

    2025-09-05$4.99/sh100,000$499,0000 total
    Exercise: $0.00From: 2025-09-05Exp: 2025-09-05Common Stock (100,000 underlying)
Holdings
  • Common Stock

    (indirect: By 401(k))
    301
  • Common Stock

    (indirect: By Spouse)
    450
  • Common Stock

    (indirect: By Children)
    167
  • Common Stock

    (indirect: By LLC)
    200,000
  • Common Stock

    (indirect: By LLC)
    529,965
  • Common Stock

    (indirect: By LLC)
    100,000
  • Common Stock Purchase Warrant

    (indirect: By LLC)
    Exercise: $5.00From: 2025-09-05Exp: 2035-09-05Common Stock (225,000 underlying)
    225,000
Footnotes (3)
  • [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.

Documents

1 file
  • 4
    ownership.xmlPrimary

    4