FG Nexus Inc SEC Filings

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.

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 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. 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. 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. 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.

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.

Govignon Richard Edward JR reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Govignon Richard Edward Jr reported equity-based compensation rather than open-market trading. He received 10,373 shares of Common Stock through restricted stock units granted as director compensation under the 2021 Equity Incentive Plan, and a further 1,855 shares as RSUs in lieu of cash director fees. The fee-related RSUs vested immediately on the grant date, while the compensation RSUs vest in five equal annual installments, each RSU representing the right to receive one share of common stock if service conditions are met.

Govignon Richard Edward JR reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Govignon Richard Edward Jr reported equity-based compensation rather than open-market trading. He received 10,373 shares of Common Stock through restricted stock units granted as director compensation under the 2021 Equity Incentive Plan, and a further 1,855 shares as RSUs in lieu of cash director fees. The fee-related RSUs vested immediately on the grant date, while the compensation RSUs vest in five equal annual installments, each RSU representing the right to receive one share of common stock if service conditions are met.

Roschman Robert J reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Robert J. Roschman reported equity-based compensation in the form of restricted stock units (RSUs) tied to the company’s common stock. On April 8, 2026, he received 1,754 RSUs as a director fee payment in lieu of cash, which fully vested on the grant date.

He also received 10,373 RSUs as director compensation under the 2021 Equity Incentive Plan, scheduled to vest in five equal annual installments beginning on the first anniversary of the grant date, subject to continued service. Each RSU represents the right to receive one share of FG Nexus common stock upon settlement.

Roschman Robert J reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Robert J. Roschman reported equity-based compensation in the form of restricted stock units (RSUs) tied to the company’s common stock. On April 8, 2026, he received 1,754 RSUs as a director fee payment in lieu of cash, which fully vested on the grant date.

He also received 10,373 RSUs as director compensation under the 2021 Equity Incentive Plan, scheduled to vest in five equal annual installments beginning on the first anniversary of the grant date, subject to continued service. Each RSU represents the right to receive one share of FG Nexus common stock upon settlement.

Suh Ndamukong reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Suh Ndamukong received stock-based compensation instead of cash fees and for ongoing service. On April 8, 2026, Ndamukong was granted 1,754 restricted stock units (RSUs) as director fee payment in lieu of cash, which fully vested on the grant date.

An additional 10,373 RSUs were granted the same day as director compensation, vesting in five equal annual installments, subject to continued service. Each RSU represents the right to receive one share of FG Nexus common stock, bringing reported holdings to 15,502 shares after these awards.

Suh Ndamukong reported acquisition or exercise transactions in this Form 4 filing.

FG Nexus Inc. director Suh Ndamukong received stock-based compensation instead of cash fees and for ongoing service. On April 8, 2026, Ndamukong was granted 1,754 restricted stock units (RSUs) as director fee payment in lieu of cash, which fully vested on the grant date.

An additional 10,373 RSUs were granted the same day as director compensation, vesting in five equal annual installments, subject to continued service. Each RSU represents the right to receive one share of FG Nexus common stock, bringing reported holdings to 15,502 shares after these awards.