Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Cerminara Kyle 2. Issuer Name and Ticker or Trading Symbol FG Nexus Inc. [FGNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) C/O FG NEXUS INC., 6408 BANNINGTON RD 3. Date of Earliest Transaction (Month/Day/Year) 12/11/2025 (Street) CHARLOTTE, NC 28226 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/11/2025 A 6,794(1) A $ 0 153,321 D Common Stock 301 I By 401(k) Plan Common Stock 450 I By Spouse Common Stock 167 I By Minor Children Common Stock 200,000 I Cerminara Capital LLC Common Stock 529,965(2) I FG Financial Holdings, LLC Common Stock 100,000(2) I Fundamental Global Holdings LLC

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Purchase Warrant

$5

09/05/2025

09/05/2035

Common Stock

225,000

225,000

I

By Cerminara Capital LLC

Pre - Funded Common Stock Purchase Warrant

$0.001

09/05/2025

09/05/2025

X(3)

200,000

09/05/2025

09/05/2025

Common Stock

200,000

$4.99

0

I

By Cerminara Capital LLC

Pre - Funded Common Stock Purchase Warrant

$0.001

09/05/2025

09/05/2025

X(3)

100,000

09/05/2025

09/05/2025

Common Stock

100,000

$4.99

0

D

Pre - Funded Common Stock Purchase Warrant

$0.001

09/05/2025

09/05/2025

X(3)

100,000

09/05/2025

09/05/2025

Common Stock

100,000

$4.99

0

I

Fundamental Global Holdings LLC

Pre - Funded Common Stock Purchase Warrant

$0.001

09/05/2025

09/05/2025

X(3)

200,000

09/05/2025

09/05/2025

Common Stock

200,000

$4.99

0

I

FG Financial Holdings, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cerminara Kyle C/O FG NEXUS INC. 6408 BANNINGTON RD CHARLOTTE, NC 28226	X	X	CEO and Chairman

Signatures

/s/ Kyle Cerminara		12/12/2025
**Signature of Reporting Person		Date
By: /s/ Cerminara Capital LLC		12/12/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	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.
(2)	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.
(3)	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.

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