FG Nexus Inc. Stock Compensation Disclosure
The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was originally approved by the Company’s stockholders on October 1, 2021, and has subsequently been amended, most recently pursuant to Amendment No. 3 approved by stockholders on July 23, 2025, to increase the number of shares authorized for issuance under the 2021 Plan to million shares. The purpose of the 2021 Plan is to attract and retain directors, consultants, officers and other key employees of the Company and its subsidiaries and to provide to such persons incentives and rewards for superior performance. The 2021 Plan is administered by the Compensation and Management Resources Committee of the Board and has a term of ten years. The 2021 Plan awards may be in the form of stock options (which may be incentive stock options or nonqualified stock options), stock appreciation rights (“SARs”), restricted shares, RSUs, and other share-based awards. As of December 31, 2025, there were approximately million shares remaining available for future issuance.
In addition, on March 24, 2023, the Board approved an employee stock purchase plan (“FGF ESPP Plan”) whereby qualifying employees can choose each year to have up to 5% of their annual base earnings withheld to purchase the Company’s common shares in the open market. The Company matches 100% of the employee’s contribution amount after thirty days of employment.
Total stock-based compensation expense for the years ended December 31, 2025 and December 31, 2024 was approximately $ million and $ million, respectively. The increase in stock-based compensation expense in the current period is primarily related to the issuance of warrants in connection with the Private Placement Offering. See Note 12 for additional details. Effective July 31, 2025, the Compensation and Management Resources Committee of the Board of Directors also approved the acceleration of all unvested restricted stock units.
As of December 31, 2025, total unrecognized stock compensation expense of approximately $ thousand remained, all of which related to stock options, and will be recognized through June 2028. Stock compensation expense has been reflected in the Company’s financial statements as part of general and administrative expense.
Restricted Stock Units
| Restricted Stock Units | Number of Units | Weighted Average Grant Date Fair Value | ||||||
| Non-vested units, December 31, 2024 | 6,254 | $ | 247.12 | |||||
| Granted | 4,116 | 84.90 | ||||||
| Vested | (10,157 | ) | 181.45 | |||||
| Forfeited | (213 | ) | 245.00 | |||||
| Non-vested units, December 31, 2025 | $ | |||||||
In May 2025, the Company granted a total of RSUs to the members of its Board of Directors pursuant to the Company’s director compensation policy.
Stock Options
| Common Stock Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (yrs) | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Outstanding, December 31, 2024 | 5,358 | $ | 357.20 | $ | 177.2 | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||||||
| Exercised | - | - | ||||||||||||||||||
| Expired | (1,244 | ) | 339.85 | - | 163.50 | |||||||||||||||
| Forfeited | (914 | ) | 251.40 | - | 149.15 | |||||||||||||||
| Outstanding, December 31, 2025 | 3,200 | $ | 394.05 | $ | 190.50 | $ | ||||||||||||||
| Exercisable, December 31, 2025 | 1,944 | $ | 396.05 | $ | 172.45 | $ | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 27, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 14, 2024 | |
| 2022 | Mar 24, 2023 | |
| 2021 | Mar 30, 2022 | |
| 2020 | Mar 18, 2021 | |
| 2019 | Mar 30, 2020 | |
| 2018 | Mar 20, 2019 | |
| 2017 | Mar 26, 2018 | |
| 2016 | Mar 16, 2017 | |
| 2015 | Mar 17, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.