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Midas Edge

FG Communities Holdings Inc.

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 31, 2025

FGNXP$25.99+4.4%Stored close · as of Sep 25, 2026

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Contents

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report

(a)Financial Statements – The following consolidated financial statements of the Company and the report of independent auditor thereon are filed with this report:
i.Independent Auditor’s Report
ii.Consolidated Balance Sheets as of December 31, 2024 and 2023
iii.Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023
iv.Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024 and 2023
v.Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2024 and 2023
vi.Consolidated Statements of Cash Flows for the Years ended December 31, 2024 and 2023
vii.Notes to the Consolidated Financial Statements for the Years ended December 31, 2024 and 2023
(b)Financial Statement Schedules – Schedules other than those listed above are omitted for the reason that they are not applicable, or the information is otherwise contained in the Financial Statements.
(c)Exhibits - the exhibits listed below are filed or incorporated by reference as part of this report.
Incorporated by Reference to:
Exhibit No. · Description · Document · Exhibit No.
2.1Plan of Merger by and between FG Financial Group, Inc., FG Group Holdings Inc. and FG Group LLC, dated January 3, 2024[26]2.1
2.2Arrangement Agreement, including a Plan of Arrangement, by and between FG Holdings Quebec Inc., Strong Global Entertainment, Inc. and 1483530 LTD[27]2.1
3.1Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 7, 2022[2]3.1
3.2Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 7, 2022[2]3.2
3.3Articles of Incorporation, as filed with the Secretary of State of the State of Nevada[2]3.3
3.4Certificate of Correction, dated October 11, 2022, to the Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of FG Financial Group, Inc.[7]3.1
3.5Certificate of Amendment to Amended and Restated Articles of Incorporation of Fundamental Global Inc.[28]3.1
3.6Certificate of Change of Fundamental Global Inc.[29]3.1
3.7By-Laws[2]3.4
4.1Form of Common Stock certificate[4]4.1
4.2Common Stock Purchase Warrant[5]4.2
4.3Form of Global Certificate of Cumulative Preferred Stock, Series A[6]4.4
4.4Description of securities[3]4.4
10.1†Amended and Restated 2014 Equity Incentive Plan[8]10.1
10.2†2018 Equity Incentive Plan[9]10.1
10.3†2021 Equity Incentive Plan[3]10.1
10.4†Form of Director and Officer Indemnification Agreement[4]10.6
10.5†Equity Award Letter Agreement between registrant and Larry Swets[10]10.1
10.6†Stock Option Agreement between registrant and Larry Swets[11]10.5
10.7†Form of Restricted Stock Unit Agreement for executive officers under 2014 Equity Incentive Plan[13]10.2
10.8†Form of Executive Restricted Stock Unit Agreement under the Share-Matching Program under 2014 Equity Incentive Plan[15]10.1
10.9†Form of Non-Employee Director Restricted Stock Unit Agreement under the Share-Matching Program under 2014 Equity Incentive Plan[15]10.2
10.10†Form of Stock Option Agreement under 2018 Equity Incentive Plan[9]10.2
10.11†Form of Restricted Share Agreement under 2018 Equity Incentive Plan[12]10.3
10.12†Form of Restricted Share Unit Agreement under 2018 Equity Incentive Plan[12]10.4
10.13†Form of Non-Employee Director Restricted Share Unit Agreement under 2018 Equity Incentive Plan[14]10.3
10.14†Form of Executive Stock Grant Agreement under 2018 Equity Incentive Plan[16]10.1
10.15*†Form of Executive Restricted Share Unit Agreement for Share-Matching Grants under 2018 Equity Incentive Plan[16]10.2
10.16*†Form of Non-Employee Director Restricted Share Unit Agreement under 2021 Equity Incentive Plan[25]10.16
10.17Registration Rights Agreement, dated December 2, 2019, between FedNat Holding Company and registrant[17]10.1
10.18Standstill Agreement, dated December 2, 2019, between FedNat Holding Company and registrant[19]10.2
10.19Reinsurance Capacity Right of First Refusal Agreement, dated December 2, 2019, by and between FedNat Holding Company and registrant[17]10.3
10.20†Investment Advisory Agreement, dated December 2, 2019, between FedNat Holding Company and registrant[17]10.4
10.21†Employment Agreement, dated December 2, 2019, between Brian D. Bottjer and registrant[21]10.3
10.22†Employment Agreement, dated November 10, 2020, between Larry G. Swets, Jr. and registrant[18]10.1
10.23Amended and Restated Limited Liability Agreement of Fundamental Global Asset Management, LLC dated August 6, 2021[22]10.1
10.24†Second Amended and Restated Management Services Agreement, dated August 11, 2021, between Sequoia Financial LLC and registrant[22]10.2
10.25Shared Services Agreement, dated August 11, 2022, between Fundamental Global Management, LLC and registrant[23]10.1
10.26†Amendment No. 1 to FG Financial Group, Inc. 2021 Equity Incentive Plan[24]10.1
10.27†FG Financial Group, Inc. 2023 Employee Share Purchase Plan[24]10.2
10.28†Form of Director and Officer Indemnification Agreement[30]10.1
10.29†Amendment No. 2 to 2021 Equity Incentive Plan[31]A
16.1Letter from BDO USA, P.C. addressed to the Securities and Exchange Commission, dated as of April 3, 2024[32]16.1
19.1*Insider Trading Policy
21.1*Registrant’s subsidiaries
24.1*Power of Attorney (included on signature page).
31.1*Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.
31.2*Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
32.1**Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97FG Financial Group, Inc. Clawback Policy[33][97]
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase.
104XBRL Cover Page Interactive Data File (embedded within the Inline XBRL document).
  • Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement

[1] Registrant’s Current Report on Form 8-K filed December 17, 2020

[2] Registrant’s Current Report on Form 8-K filed December 9, 2022

[3] Registrant’s Annual Report on Form 10K for year ended December 31, 2022, filed March 24, 2023

[4] Registrant’s Registration Statement on Form S-1/A1 (Reg. no. 333-193314), filed January 30, 2014

[5] Registrant’s Current Report on Form 8-K filed February 27, 2015

[6] Registrant’s Registration Statement on Form S-1/A1 (Reg. no. 333-222470), filed February 5, 2018

[7] Registrant’s Current Report on Form 8-K filed October 12, 2022

[8] Registrant’s Definitive Proxy Statement on Schedule 14A filed April 30, 2015

[9] Registrant’s Current Report on Form 8-K filed June 1, 2018

[10] Registrant’s Current Report on Form 8-K filed January 19, 2021

[11] Registrant’s Annual Report on Form 10-K for year ended December 31, 2020, filed March 18, 2021

[12] Registrant’s Current Report on Form 8-K filed June 1, 2018

[13] Registrant’s Current Report on Form 8-K filed June 2, 2015

[14] Registrant’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018, filed November 13, 2018

[15] Registrant’s Current Report on Form 8-K filed December 19, 2017

[16] Registrant’s Current on Report on Form 8-K filed August 28, 2018

[17] Registrant’s Current Report on Form 8-K filed December 2, 2019

[18] Registrant’s Current Report on Form 8-K filed November 16, 2020

[19] Registrant’s Current Report on Form 8-K filed April 6, 2020

[20] Registrant’s Definitive Proxy Statement on Schedule 14A filed April 30, 2015

[21] Registrant’s Current Report on Form 8-K filed December 2, 2019

[22] Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2021, filed August 16, 2021

[23] Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2022, filed August 11, 2022

[24] Registrant’s Current Report on Form 8-K filed May 17, 2023

[25] Registrant’s Annual Report on Form 10-K for year ended December 31, 2021, filed March 30, 2022

[26] Registrant’s Current Report on Form 8-K filed January 4, 2024

[27] Registrant’s Current Report on Form 8-K filed June 4, 2024

[28] Registrant’s Current Report on Form 8-K filed February 29, 2024

[29] Registrant’s Current Report on Form 8-K filed October 30, 2024

[30] Registrant’s Registration Statement on Form S-4 (Reg. No. 333-276432), filed January 8, 2024

[31] Registrant’s Definitive Proxy Statement on Schedule 14A filed November 21, 2024

[32] Registrant’s Current Report on Form 8-K filed April 3, 2024

[33] Registrant’s Annual Report on Form 10-K for year ended December 31, 2023, filed March 14, 2024

ContentsView on SEC.gov

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