FG Nexus Inc.

Current report

Digital Assets

Current report

In 2025, the Company transitioned its operations to focus primarily on operating as a digital asset treasury focused on ETH and tokenization opportunities, particularly the tokenization of real-world assets. Ethereum and other Ether related digital assets serve as our primary treasury assets, Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. ETH is the native token of the Ethereum network, which we purchased ETH as our initial treasury asset following the private placement.

Current report

Our treasury strategy is focused on commercializing and expanding the tokenization of real-world assets, potentially including affordable housing, reinsurance, real estate and other asset classes. As of March 31, 2026, our digital asset portfolio included 20,637 ETH and 7,659 wrapped staked ETH (“wstETH”), with a combined estimated fair value of $60.7 million. All of our digital assets are held in our custodial accounts at Anchorage and BitGo.

Current report

As part of our ETH treasury strategy, we participate in liquid staking through the Lido protocol. In a Lido liquid staking arrangement, we transfer ETH to the Lido protocol and receive stETH, a fungible rebasing ERC-20 receipt token, which is then wrapped into wstETH, a fungible ERC-20 receipt token, that represents a proportional interest in the protocol’s pool of staked ETH. The token balance remains fixed and, instead, the value per unit increases to reflect staking rewards.

Current report

The Lido protocol establishes a daily Protocol Conversion Rate (“PCR”), which reflects the amount of ETH into which a unit of wstETH is redeemable. The PCR is calculated by dividing the total ETH held by the protocol, including accumulated staking rewards (net of penalties or slashing fees), by the total number of wstETH tokens in circulation. The PCR is updated daily through the protocol’s on-chain infrastructure and is publicly accessible.

Current report

The PCR is not a market trading price. The process of redeeming wstETH for ETH is subject to the validator exit queue, bonding periods and other mechanics that may affect the timing and execution of redemption. As a result, we may not be able to redeem our holdings immediately.

Current report

Potential Business Combination with FG Communities, Inc.

Current report

In April 2026, we announced that our Board of Directors (the “Board”) was reviewing potential strategic alternatives to enhance long-term stockholder value and further our strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”) (the “Potential Transaction”) to advance our strategy to become a leader in the tokenization of real-world assets. The Board has established a special committee composed solely of independent directors (the “Special Committee”) to evaluate the Potential Transaction or other strategic alternatives. The Special Committee has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board’s evaluation and negotiation of the Potential Transaction.

Current report

We believe this strategy would better align our digital asset platform with a durable, income-producing real estate business that addresses critical housing needs. If the Potential Transaction is completed, we expect it would have a material impact on our future business operations, risks and opportunities, as well as our overall financial position, results of operations, segment and other financial reporting in future periods. The Board’s discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will be pursued or consummated.

Current report

Loss from operations increased to $40.2 million during the first quarter of 2026 as compared to $2.3 million during the first quarter of 2025. Loss from operations during the first quarter of 2026 included losses on digital assets totaling $36.7 million, which was comprised of (i) an $18.0 million unrealized mark to market adjustment on the valuation of our ETH digital assets and (ii) realized losses on the sale of ETH and conversion of ETH to other digital assets totaling $18.7 million. General and administrative expenses increased $1.3 million during the first quarter of 2026 as compared to the prior year period was primarily due to higher compensation costs, professional fees, audit fees and public relations expenses incurred as we launched our new ETH treasury operations.

Current report

The first quarter of 2026 included an equity method gain on the shares of Saltire of $32 thousand, as compared to a $1.5 million equity method loss on the shares of Saltire in the first quarter of 2025. The remainder of the net loss on equity holdings and other holdings during the first quarter of 2025 related to holdings distributed to the CVR Trust in August 2025.

Current report

Net loss from continuing operations increased to $40.3 million during the first quarter of 2026 from $8.6 million during the first quarter of 2025 primarily due to the unrealized mark to market adjustments during the current year due to fluctuations in the value of our ETH, realized losses on the sale of ETH and conversion of ETH to other digital assets, as well as the increased operating expenses and other costs associated with launching our digital asset treasury operations.

Current report

ETH Digital Assets

Current report

Digital Intangible Assets, at Cost Less Impairment

Current report

We hold wstETH, which are receipt tokens received in exchange for staking ETH via liquid staking protocols. We exercise significant judgment in determining whether specific digital assets fall within the scope of ASC 350-60. We have determined that wstETH does not meet the scope criteria of ASC 350-60 because the token represents a contract that provides the holder with enforceable rights to residual assets (redeemable ETH), thereby failing the “other goods and services” criterion of the standard. Consequently, we account for wstETH as an indefinite-lived intangible asset under ASC 350-30, measured at cost less impairment.

Current report

We evaluate wstETH for impairment quarterly. This requires tracking the lowest intraday quoted price of wstETH on our principal market since the acquisition of the specific asset lot. If the carrying value exceeds the lowest intraday price, an impairment loss is recognized immediately. This methodology differs significantly from the fair value treatment of our native ETH and creates a disparity in how gains (recognized only upon sale/redemption) and losses (recognized immediately upon price decline) are reported for wstETH.

Current report

Staking*

Current report

Native Staking

Current report

Liquid Staking

Current report

We also participate in liquid staking through a liquid staking protocol. One key difference and intended benefit of liquid staking versus native staking is that it allows us to earn staking rewards, like native staking, but provides liquidity and the ability to enter into other transactions through the use of receipt token. Instead of directly locking ETH into Ethereum’s staking deposit contract, we deposit ETH through our custodian into the liquid staking protocol’s smart contract. The liquid staking protocol then controls the ETH for deposit into the Ethereum’s staking deposit contract and further delegation to its chosen validators. In exchange for staking its ETH, we receive wstETH, a freely transferable ERC-20 liquid staking receipt token, which enables participation in decentralized finance (DeFi) and other crypto markets while the underlying ETH remains staked on Ethereum. Upon staking ETH through the liquid staking protocol, the ETH is derecognized because the liquid staking protocol obtains the ability to deploy and direct its use, and the wstETH token received concurrently is then recognized. Any gain or loss on the derecognition of ETH and the recognition of the wstETH is recognized in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”) based on the difference between the carrying amount of the ETH staked and the fair value of the wstETH received.

Current report

The liquid staking protocol uses a floating conversion rate, or protocol conversion rate, between the receipt token and staked tokens, reflecting the value of accrued network rewards, penalties, and fees associated with the staked ETH. The conversion rate between wstETH and ETH increases over time as staking rewards accrue to the protocol; no new wstETH are received. Staking rewards in the form of ETH are only received upon redemption of wstETH.

Current report

Since wstETH is accounted for under ASC 350-30, increases in wstETH fair value while we remain staked with the liquid staking protocols, are not recognized. There is no ongoing performance obligation following the staking of ETH through the liquid staking protocol. Additionally, wstETH is a non-rebasing token, meaning its quantity remains fixed over time. Staking rewards are not continuously reflected in token balances but are instead realized separately. Staking rewards are therefore recognized only when the wstETH is redeemed, measured at the fair value of ETH at contract inception, which is when the ETH were staked.

Current report

As of March 31, 2026, we had cash and cash equivalents of $14.1 million and ETH and other digital assets with a combined fair value of $60.7 million.

Current report

For the first quarter of 2026, net cash used in operating activities from continuing operations was approximately $6.2 million compared to $2.4 million for the first quarter of 2025. Cash used in operations increased during the first quarter of 2026 as a result of higher operating expenses as well as an increase in working capital uses.

Current report

For the first quarter of 2026, net cash provided by investing activities from continuing operations was approximately $21.7 million, compared to $1.5 million during the first quarter of 2025. Cash provided by investing activities during the first quarter of 2026 primarily included $22.0 million of ETH sales and $0.2 million repayment of a note receivable, partially offset by $0.5 million outflow from purchase of equity holdings. Cash provided by investing activities during the first quarter of 2025 included $1.8 million of proceeds from the sale of equity securities, partially offset by $0.3 million of purchases of equity securities.

Previous report

Following the strategic shift to a digital asset treasury strategy, our primary focus is on accumulating ETH as our primary treasury asset and increase our net asset value per share.

Previous report

We recently initiated an ETH treasury strategy. ETH is the native token of the Ethereum network. Ethereum is the foundation of digital finance and settlement layer for the majority of stablecoins, Decentralized Finance (DeFi), and tokenized assets. We intend to accumulate ETH as a long-term treasury asset. Our goal is to acquire and grow our overall ETH position and utilize professional treasury strategies to increase our ETH holdings. We currently are solely invested in ETH. We may invest in other cryptocurrency or other assets in the future as we evaluate additional opportunities and transactions.

Previous report

Our treasury strategy is focused on increasing net asset value through a combination of capital raising activities and treasury activities, currently including staking, and potentially other activities in the future. ETH serves as our primary treasury reserve asset, and we intend to focus on maximizing ETH accumulation and value accretion, while maintaining robust controls and oversight over these digital assets.

Previous report

We expect the source of capital for our acquisitions of ETH, in the next twelve months, and beyond, will come from capital raises, future PIPEs, issuances made pursuant to our Sales Agreement and issuances of preferred stock or other structured credit/hybrid securities, as well as from potential divestitures of non-core assets such as our real estate. We intend to deploy net proceeds from future capital raising initiatives to scale our ETH treasury operations. As of September 30, 2025, we have accumulated 50,778 ETH.

Previous report

Our yield strategies are currently focused exclusively on native Ethereum staking. We utilize third-party custodians, including Anchorage and BitGo (both as defined below) as well as third-party treasury management services including Galaxy Digital (as defined below) to carry out our staking strategy. Currently all ETH is held, and staking transactions are initiated and implemented, in and through our custodial accounts at Anchorage and Bitgo.

Previous report

Staking rewards are issued natively by the Ethereum protocol and are deposited into our custodial wallet in the form of additional ETH. Reward amounts are determined based on the staked amount, validator performance (particularly uptime and attestation accuracy), overall network participation, and the protocol’s random selection process for block proposals. We currently intend to retain ETH rewards in the custodial wallets and allow rewards to compound. In the future, we may change our plans with respect to the handling of staking rewards.

Previous report

We stake ETH directly in the Ethereum protocol through institutional-grade validator infrastructure, participating in both block validation and attestations to secure the network and support consensus. We earn rewards denominated in ETH for these activities. We currently do not commingle or pool funds with other participants. All ETH remains under our sole custody and ownership, and we maintain complete operational control over our validator fleet. At any time, we may independently exit a validator by executing the requisite transaction through our institutional custodian platforms, which include BitGo and Anchorage. All staking providers operating within these custodial frameworks utilize OFAC-compliant MEV relays, ensuring regulatory compliance while optimizing protocol-level rewards. In addition to direct staking, we are continuing to evaluate complementary strategies to generate increased yields, including institutional lending, liquid staking, restaking mechanisms, and other strategies.

Previous report

We manage liquidity risks associated with staking by monitoring our potential liquidity needs and opportunities. We take a balanced approach and retain a portion of our ETH portfolio as unstaked to retain liquidity.

Previous report

We are evaluating complementary yield-generation strategies, including leveraging institutional lending desks (e.g. Galaxy), liquid staking, restaking mechanisms, and other vetted institutional ETH vault managers. At the current time, we are continuing to evaluate opportunities to enhance long-term yield, but we are not actively engaged in those complimentary yield-generation activities nor have an anticipated timeline in which we intend to do so.

Previous report

Agreements with Custodians

Previous report

Our ETH is currently held with two institutional custodian platforms, pursuant to written agreements, which include Anchorage Digital Bank N.A., a national trust bank regulated by the Office of the Controller of the Currency (“Anchorage Digital”) and BitGo Trust Company, Inc., a South Dakota Trust chartered under the South Dakota Consolidated Laws and is supervised by the South Dakota Division of Banking (“BitGo”). All of our digital assets are in proprietary cold storage solutions at Anchorage and Bitgo.

Previous report

We maintain internal controls requiring multiple levels of approval for access, initiation and approval of all transactions related to those assets. We also monitor and evaluate the internal controls of our third-party custodians, whose control environments and control procedures are subject to external audits. One element of our control procedures includes obtaining and evaluating the SOC-1 and SOC-2 reports issued by the custodians’ external auditors.

Previous report

Our digital assets held by the custodians are fully segregated on-chain accounts, and as such they are not comingled with any of the custodians’ clients, or the custodians’ own balance sheet assets. Only we and our asset manager, Galaxy Digital (as defined below), have access to our ETH held by the custodians. Our custodians maintain insurance policies ranging from $100 million to $250 million for loss of property due to theft, robbery or burglary, as well as third-party computer and funds transfer fraud. However it is unlikely any form of insurance would cover 100% of our loss in the event of a total loss scenario. Our digital assets held by the custodians are not accessible by the custodians’ creditors and would never be used in the case of insolvency. As regulated entities, in the unlikely event of a custodian’s insolvency, the custodian would be liquidated by its regulator who would protect assets designated for the benefit of customers. Our digital assets are held by the custodians, such that our assets are our assets and not the assets of the custodian. Each of our custodial agreements are for a term of 1 year, with an automatic renewal if the agreement is not terminated in advance of the ending of the initial term of the agreements.

Previous report

The foregoing summary of The Master Custody Service Agreement, dated July 17, 2025, between the Company and Anchorage Digital Bank N.A. and the BitGo Custodial Services Agreement, dated August 1, 2025, between the Company and BitGo Trust Company, Inc. do not purport to be complete and readers are referred to the complete text of the actual agreements, copies of which are attached hereto as Exhibits 10.18 and 10.19 and are herein incorporated by reference.

Previous report

Galaxy Asset Management Agreement

Previous report

We entered into an Asset Management Agreement, dated July 21, 2025 (the “Asset Management Agreement”) with Galaxy Digital Capital Management LP (“Galaxy Digital”). Galaxy Digital shall provide discretionary investment management services with respect to, among other assets (including without limitation certain subsequently raised funds), our proceeds from the Price Placement Offering (the “Account Assets”) in accordance with the terms of the Asset Management Agreement. Galaxy Digital will pursue a long-only investment strategy investing in ETH only, which strategy may include staking, restaking and liquid staking ETH to improve returns (the “ETH Strategy”). The ETH Strategy (and its risk-adjusted returns) will be overseen by our designated authorized persons. The custodian under the Asset Management Agreements will consist of Anchorage, BitGo and potentially other cryptocurrency custodians agreed to by us and Galaxy Digital.

Previous report

The Company shall pay Galaxy Digital a tiered asset-based fee (the “Asset-based Fee”) ranging from 0.75% to 1.25% per annum of the Galaxy Digital’s Account Assets under management; provided, however, that the minimum Asset-based Fee payable to Galaxy Digital in any given month shall be $83,333.33 ($1 million per annum). The Asset-based Fee shall be calculated and invoiced to us on the first business day of each calendar month in arrears for the previously-concluded month, as determined by Galaxy Digital in a commercially reasonable manner and in good faith, by reference to such pricing source as agreed between the Galaxy Digital and us from time to time. For any asset prices not available on Coinbase, Galaxy Digital shall determine the value of such assets in a commercially reasonable manner and in good faith by reference to reputable industry sources.

Previous report

The Asset Management Agreement was effective on July 21, 2025 and will, unless early terminated in accordance with the provisions of the Asset Management Agreement, continue in effect until the July 21, 2028, and, unless terminated in accordance with its terms, shall thereafter continue for successive one-year renewal periods upon the mutual agreement of the Galaxy Digital and us (each, a “Renewal Period”, and the period during which this Agreement is in effect, the “Term”). This Asset Management Agreement may be terminated at any time for Cause by us or Galaxy Digital upon at least thirty (30) days prior written notice to the other Party. In addition, at any time after the date that is three years after the Effective Date, this Agreement may be terminated at any time by us, by providing 90 days’ written notice to Galaxy Digital. The Asset Management Agreement defines the term “Cause” as (i) with respect to the Galaxy Digital, (a)(1) fraud, (2) material breach of its obligations under this Agreement, or (3) any action or omission constituting gross negligence in performing its obligations under this Agreement;provided, that Galaxy Digital shall have a cure period of thirty (30) days following notice of an occurrence of (1) or (2) if such breach, action or omission, as applicable is curable), (b) an act of insolvency, as defined in the Asset Management Agreement, occurring with respect to the Galaxy Digital;provided that an act of insolvency shall not be deemed to occur if Galaxy Digital assigns its obligations under this Agreement to an affiliate that is not subject to an Act of Insolvency, and (c) is dissolved;provided that such dissolution shall not be deemed to occur if the Galaxy Digital assigns its obligations under this Agreement to an affiliate that is not subject to dissolution; and (ii) with respect to us (a) a material breach by us of our obligations under the Asset Management Agreement (provided, that we shall have a cure period of thirty (30) days following notice of breach in the case of any such breach that is susceptible of cure) or (b) it becomes unlawful under any applicable law (as determined by Galaxy Digital in its sole discretion) for Galaxy Digital to perform its obligations under the Asset Management Agreement, in which case Galaxy Digital may immediately suspend its performance of all obligations under this Agreement and may terminate the Asset Management Agreement with three days prior written notice. Termination shall not affect liabilities or obligations incurred or arising from transactions initiated under the Asset Management Agreement prior to such termination, including the provisions regarding arbitration, which shall survive any expiration or termination of the Asset Management Agreement.

Previous report

The foregoing summary of the Asset Management Agreement does not purport to be complete and readers are referred to the complete text of the Asset Management Agreement, which is attached hereto as Exhibit 10.4 and is herein incorporated by reference.

Previous report

Background on Ethereum

Previous report

Ethereum is an open-source, decentralized blockchain that went live on July 30, 2015; its native digital asset, ether (“ETH”), is required to pay transaction fees and for computation on the network (often called “gas,” commonly quoted in gwei, where 10^9 gwei = 1 ETH). The Ethereum network’s software is maintained by multiple independent client teams and upgraded through the public Ethereum Improvement Proposal (“EIP”) process; developers publish proposed changes in the open, and upgrades are only activated if node operators and validators voluntarily download and run client releases implementing them—no single entity controls the protocol. In practice, community consensus among client teams, researchers, node operators, validators, application developers and users drive adoption of upgrades; updates are not “automatically” adopted and take effect only to the extent validators and nodes choose to run the new code.

Previous report

At genesis, 72.0 million ETH were created and distributed as follows: 60.0 million ETH (≈83.33%) sold to the public in a 2014 crowd sale; 6.0 million ETH (≈8.33%) to the Ethereum Foundation; 3.0 million ETH (≈4.17%) to developers; and 3.0 million ETH (≈4.17%) to a developer purchase program. Subsequent supply growth was originally driven by issuance to miners under proof-of-work; in August 2021, the EIP-1559 upgrade introduced a protocol-set base fee that is burned (permanently removed from supply) plus a separate priority fee (tip) to compensate block producers. On September 15, 2022, Ethereum completed “the Merge,” transitioning to proof-of-stake, under which validators stake ETH (a full validator currently requires a 32-ETH deposit) to propose and attest to blocks and earn protocol rewards, subject to penalties and potential slashing (loss of a portion of staked ETH) for malicious behavior or certain faults. On March 13, 2024, the Dencun upgrade (including EIP-4844) added “blob” data space intended to reduce data costs for Layer-2 rollups that settle to Ethereum, improving throughput economics for those systems.

Previous report

ETH serves as: (i) gas to pay for transactions and smart-contract computation on the base layer (the required base fee is burned; users may add a priority tip); (ii) economic security for the network via staking by validators; and (iii) widely used collateral and medium of exchange across decentralized finance (“DeFi”) applications and for purchasing or minting non-fungible tokens (“NFTs”) on Ethereum.

Previous report

ETH does not have a fixed maximum supply under the protocol; net supply varies over time based on issuance (primarily to validators) less burns under EIP-1559, and has at times been net-inflationary and at other times net-deflationary depending on network activity. As of August 23, 2025, ETH’s circulating supply is approximately 120.7 million ETH. ETH’s market capitalization is approximately $570 billion; 24-hour spot trading volume is approximately $63.6 billion; and 30-day cumulative spot volume is approximately $748.3 billion, implying a 30-day average daily volume of about $25 billion/day; figures are sourced from a widely used third-party aggregator and are volatile

Previous report

Ethereum’s base-layer protocol is open-source and developed through the EIP process (see EIP-1), with public discussion and review among core developers, independent client teams, researchers, node operators, validators, and users; upgrades are implemented in client software and become effective on-chain only as operators and validators elect to run the upgraded clients. This decentralized, opt-in governance model means no central authority can unilaterally impose changes to the network. Of additional note, transaction fees on Ethereum are only payable in ETH, and gas prices are often quoted in gwei (1 ETH = 1,000,000,000 gwei). Staking exposes validators to potential slashing penalties (e.g., for double-signing or extended downtime) under protocol rules

Previous report

Private Placement Offering

Previous report

In July 2025, we entered into securities purchase agreement with certain accredited investors (the “Purchasers”) pursuant to which we agreed to sell and issue to the Purchasers in a private placement offering (the “Private Placement Offering”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 40,000,000 shares (the “Pre-Funded Warrant Shares,”) of our common stock, par value $0.001 per share (the “Common Stock”) at an offering price of $5.00 per Pre-Funded Warrant payable at the option of the Purchaser in cash, Bitcoin, USDC or ETH. The Private Placement Offering closed in August 2025. Upon the effectiveness of the September Charter Amendment, approximately 34.0 million Pre-Funded Warrants automatically converted into shares of our Common Stock. As of November 12, 2025, a total of approximately 38.7 million Pre-Funded Warrants have been converted into our Common Stock, and approximately 1.3 million Pre-Funded Warrants remained unconverted.

Previous report

Charter Amendments

Previous report

As approved by a majority of its stockholders by written consent, dated July 23, 2025, we filed a certificate of amendment to our amended and restated articles of incorporation with the Nevada Secretary of State on September 5, 2025 to (i) increase the total number of authorized shares of Common Stock from 4.0 million to 1.0 billion, (ii) increase the total the number of authorized shares of preferred stock, par value $.001 per share (the “Undesignated Preferred Stock”) from 100.0 million to 500.0 million, (iii) increase the total the number of authorized shares of 8% cumulative preferred stock, Series A (the “Series A Preferred Stock”) from 1.0 million to 15.0 million and (iv) change the name of the Company to “FG Nexus Inc.” (the “September Charter Amendment”). The September Charter Amendment was declared effective on September 5, 2025.

Previous report

A majority of our stockholders approved, by written consent, dated September 4, 2025, a certificate of amendment to our amended and restated articles of incorporation (the “October Charter Amendment”) to (a) increase the total number of authorized shares of Common Stock from 1.0 billion shares to 900.0 billion shares and the total number of authorized shares of preferred stock from 500.0 million shares to 100.0 billion shares (collectively, the “Preferred Stock”), of which (i) 10.0 billion shares of Preferred Stock (increased from 15.0 million) are designated 8% cumulative preferred stock, Series A, par value $25.00 (the “Series A Preferred Stock”), and (ii) 90.0 billion shares of Preferred Stock (increased from 485.0 million shares) are undesignated preferred stock, par value $.001 per share (the “Undesignated Preferred Stock”), (b) require that certain “Concurrent Jurisdiction Actions” and “Internal Actions” (as such terms are defined in NRS 78.046, collectively, the “Internal Actions”) must be brought solely or exclusively in the Eighth Judicial District Court of Clark County in the State of Nevada and that such Internal Actions should be tried before a judge rather than a jury, in accordance with NRS 78.046(4); (c) clarify that any change of the Company’s name shall not require consent of the Company’s stockholders, in accordance with NRS 78.390(8); (d) have the Company “opt out” of the interested stockholder combination provisions set forth in NRS Sections 78.411 to 78.444, inclusive; and (e) have the Company “opt out” of the control share provisions set forth in NRS Sections 78.378 to 78.3793, inclusive (the “Additional Charter Amendment”). In connection with the Additional Charter Amendment, we also intend to amend our By-laws to clarify the applicable voting thresholds for proposed amendments to the By-Laws. The October Charter Amendment was filed with and declared effective by the Secretary of State of the State of Nevada, on October 7, 2025.

Previous report

Following the Asset Transfer, we retained assets relating to, among other things, our reinsurance business, our merchant banking business, certain real estate assets, and certain equity holdings.

Previous report

ATM Offering

Previous report

On August 7, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”), pursuant to which we may offer and sell, from time to time through the Sales Agent, up to such number or dollar amount of shares that would not (a) exceed the number or dollar amount of shares of Common Stock registered on the effective registration statement pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from our authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), subject to the terms and conditions of the Sales Agreement. We filed a Registration Statement on Form S-3 offering up to $5 billion of the Shares. Under the Sales Agreement, the Sales Agent may sell the Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Global Market or any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. We may instruct the Sales Agent not to sell the Shares if the sales cannot be effected at or above the price designated us from time to time. Through September 30, 2025, we sold a total of approximately 2.0 million shares of Common Stock pursuant to the Sales Agreement, which generated gross proceeds of approximately $14.6 million. Through October 12, 2025, we sold a cumulative total of approximately 2.1 million shares of Common Stock pursuant to the Sales Agreement, which generated gross proceeds of approximately $15.5 million. As of October 13, 2025, the Company suspended the ATM. While the Company plans to reinstate the ATM and to sell additional Shares, as of the date of this Quarterly Report on Form 10-Q (this “Form 10-Q”), the reinstatement of the ATM has not yet occurred.

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Share Repurchase Program

Previous report

In September 2025, our Board adopted a share repurchase program to acquire up to $200 million of our outstanding common stock (the “Share Repurchase Program”). The Stock Repurchase Program, which is open-ended, allows us to repurchase our Common Stock from time to time in the open market and in negotiated transactions. Any repurchases conducted pursuant to the Share Repurchase Program will be in accordance with Rule 10b-18 of the Exchange Act and will be made in accordance with applicable laws and regulations in effect from time to time. Subject to applicable rules and regulations, the shares of common stock may be purchased from time to time in the open market transactions and in amounts as we deem appropriate, based on factors such as market conditions, legal requirements, and other business considerations.

Previous report

We had no activity under the share repurchase program during the three or nine months ended September 30, 2025. Commencing on October 23, 2025, and through November 12, 2025, we have purchased a total of approximately 2.6 million shares of our Common Stock at a total cost (including commissions) of approximately $10.1 million, representing approximately 6% of our common stock outstanding immediately prior to implementation of the program. All repurchased shares are recorded as treasury stock.

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Prior Year Developments and Transactions

Previous report

On February 29, 2024, FGF and FG Group Holdings, Inc. (“FGH”) closed a plan of merger to combine the companies in an all-stock transaction (the “Merger”). In connection with the Merger, FGH common stockholders received one share of FGF common stock for each share of common stock of FGH held by such stockholder. Upon completion of the Merger, the combined company was renamed to Fundamental Global Inc., and the common stock and Series A cumulative preferred stock of the combined company continued to trade on the Nasdaq under the tickers “FGF” and “FGFPP,” respectively.

Previous report

On May 3, 2024, Strong Global Entertainment, Inc. (“Strong Global Entertainment” or “SGE”) entered into an acquisition agreement (the “Acquisition Agreement”) with FG Acquisition Corp. (“FGAC”), a special purpose acquisition company (“SPAC”), Strong/MDI Screen Systems, Inc. (“Strong/MDI”), FGAC Investors LLC, and CG Investments VII Inc. The transaction closed on September 25, 2024. As part of the closing, FGAC was renamed Saltire Holdings, Ltd (“Saltire”), and Saltire acquired all of the outstanding shares of one of the Company’s indirect wholly-owned subsidiaries, Strong/MDI. As a result of the acquisition, Strong/MDI became a wholly-owned subsidiary of Saltire.

Previous report

On May 30, 2024, the Company and Strong Global Entertainment, an operating company in which we held approximately 76% of the Class A common shares, entered into a definitive arrangement agreement and plan of arrangement to combine the companies in an all-stock transaction (the “Arrangement”). Upon completion of the Arrangement, the stockholders of Strong Global Entertainment received 1.5 common shares of the Company for each share of Strong Global Entertainment. The transaction closed on September 30, 2024. Following the closing, Strong Global Entertainment ceased to exist, and its common shares were delisted from NYSE American LLC (“NYSE American”) and deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”). As the Company was the majority shareholder of Strong Global Entertainment, the financial results of Strong Global Entertainment are presented on a consolidated basis in the Company’s condensed consolidated financial statements included in this Form 10-Q.