FG Communities Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

FG Communities Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

October 9, 2026

To our Stockholders:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders on Monday, November 30, 2026, at 10:00 a.m. Eastern Time (the “Annual Meeting”) to be held as a virtual meeting at www.virtualshareholdermeeting.com/FGC2026.

If you attend the Annual Meeting, you will be able to vote and submit questions during the meeting by using the Virtual Control Number we have provided to you with the Notice of Internet Availability of Proxy Materials. We are pleased to furnish proxy materials to stockholders primarily over the Internet. We will commence mailing to our stockholders on or about October 14, 2026, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the electronic copies of our 2026 Proxy Statement and our Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2025 (the “Annual Report”) and how to vote online. Internet distribution of our proxy materials expedites receipt by stockholders, lowers the cost of the Annual Meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you choose to receive your Annual Meeting materials by mail, the notice of the Annual Meeting, Proxy Statement, the Annual Report and proxy card from our Board of Directors will be enclosed.

Please refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting. Your vote is important, and we strongly urge all stockholders to vote their shares. For most items, including the election of directors, your shares will not be voted unless you provide voting instructions via the Internet or by returning a proxy card or voting instruction card. We encourage you to vote promptly, even if you plan to attend the Annual Meeting.

Best regards,

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 30, 2026

October 9, 2026

To Our Stockholders:

You are cordially invited to attend our 2026 Annual Stockholders’ Meeting (the “Annual Meeting”), which will be conducted virtually at www.virtualshareholdermeeting.com/FGC2026 on November 30, 2026 at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof for the following purposes:

Only stockholders of record at the close of business on October 1, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. We are furnishing our proxy materials, including this Proxy Statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2025, to the majority of our stockholders via the Internet. Accordingly, on or about October 14, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the Record Date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.

You will be able to participate in the Annual Meeting from any location worldwide via live audio webcast, and electronically vote your shares and submit questions online. We have adopted this online format to expand access to the Annual Meeting and lower the cost to our stockholders, the Company and the environment. To participate in the virtual Annual Meeting, you must first register at www.virtualshareholdermeeting.com/FGC2026. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts.

Please read the Proxy Statement and vote your shares as soon as possible. Your vote is very important. Please vote by using the instructions provided in the Notice or the proxy card.

By Order of the Board of Directors,

/s/ D. Kyle Cerminara

D. Kyle Cerminara

Chairman and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 30, 2026:

This Notice and the accompanying Proxy Statement are first being distributed or made available, as the case may be, on or about October 14, 2026 and the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders and Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2025 are available athttp://www.proxyvote.com.

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FG COMMUNITIES HOLDINGS INC.