Note 1. Nature of Business

FG Communities Holdings Inc. (formerly FG Nexus Inc.) (“FG Communities Holdings”, the “Company”, “we”, or “us”), is a Nevada corporation focused on the acquisition, ownership and operation of income-producing real estate, with an emphasis on manufactured housing communities. The Company also conducts merchant banking activities, including advisory services, capital formation and investments in other businesses.

Real Estate Strategy and Operations

In June 2026, the Company’s Board of Directors (the “Board”) authorized management to allocate capital to direct real estate acquisitions in connection with the Company’s exit from its digital asset business. The Company’s real estate strategy focuses on acquiring and operating manufactured housing communities that provide affordable housing.

As of September 30, 2026, the Company’s directly owned real estate consisted of a property in Quebec, Canada, leased under a long-term triple-net operating lease. In October 2026, the Company acquired its initial manufactured housing communities. These acquisitions will be included in the Company’s real estate segment beginning in the fourth quarter of 2026.

Separately, during September 2026, the Company invested $10.0 million in common shares of FG Communities, Inc. (“FGCI”), a privately held company that owns and operates manufactured housing communities. FGCI remains a separate, independently operated company. The Company’s investment in FGCI is distinct from its direct ownership of real estate and is reported within its merchant banking segment. See Notes 4 and 10.

Operating Segments

As of September 30, 2026, the Company had two primary operating segments. See Note 14 for segment financial information.

Real Estate

The real estate segment includes rental income and expenses associated with the Company’s Quebec property. Directly owned manufactured housing communities acquired after September 30, 2026 will be included in the real estate segment in future financial statements.

Merchant Banking

The merchant banking segment includes advisory and support services provided through FG Management Solutions LLC, special purpose acquisition company (“SPAC”) sponsorship activities and the Company’s equity holdings. Services provided include strategic, administrative and regulatory support for SPACs and other merchant banking clients. The Company also co-founded FG Merchant Partners, LP (“FGMP”) to participate in SPAC sponsorships and other merchant banking activities.

Discontinued Operations

The Company exited its digital asset business during the second quarter of 2026 and sold all of its remaining digital assets before June 30, 2026. The Company also completed the sale of its remaining reinsurance business during the first quarter of 2026 and transferred its managed services business to the CVR Trust during August 2025.

The results of these businesses are presented as discontinued operations for the applicable periods. See Note 3.

Recent Developments and Transactions

Reverse Stock Split

On January 21, 2026, our Board approved a reverse stock split of the authorized, issued and outstanding shares of our common stock, par value $0.001 per share (the “Common Stock”) at a ratio of one (1)-for-five (5) (the “Reverse Stock Split”). The Reverse Stock Split became effective on February 13, 2026 (the “Effective Date”) and our common shares began trading on a split-adjusted basis at the commencement of trading on the same day. No fractional shares were issued in connection with the Reverse Stock Split, rather stockholders who would have otherwise received fractional shares received cash payments in lieu of such fractional shares. After the Reverse Stock Split, we had 6,555,124 shares of Common Stock outstanding. All equity awards outstanding immediately prior to the Reverse Stock Split were adjusted to reflect the Reverse Stock Split. As a result of the Reverse Stock Split, all references to Common Stock in this Quarterly Report on Form 10-Q (this “Form 10-Q”) have been adjusted to reflect the Reverse Stock Split.

Agreement to Sell Reinsurance Business

In October 2025, the Company entered into an agreement to sell the remaining portion of its reinsurance business. Pursuant to the agreements, the Company received (1) the release of $3.3 million of collateral that the Company had posted in connection with certain reinsurance contracts; (2) the payment of $1.0 million in cash; and (3) a 40% equity interest in the entity purchasing the reinsurance business. Additionally, pursuant to the agreements, the Company agreed to leave $1.3 million in cash in the reinsurance business in exchange for a promissory note in the amount of $1.3 million that accrues interest at a rate of 6% per annum with all principal and accrued interest due and payable on January 1, 2028. The sale transaction closed in early 2026. See Note 3 for additional details.

Letter of Intent to Sell Quebec Real Estate

In October 2025, the Company signed a non-binding letter of intent to sell its Quebec property for $15.0 million CAD, or approximately $11.0 million USD. The letter of intent did not constitute a binding agreement. The Company no longer expects to sell the Quebec property under the previous letter of intent. The Company continues to hold the real estate as part of its ongoing real estate operations and the property is classified as held and used.

Asset Transfer and CVR Trust

In August 2025, the Company transferred a significant portion of its legacy assets (the “Asset Transfer”) to a trust (the “CVR Trust”) established in connection with the creation of contingent value rights (“CVRs”) for the benefit of the Company’s stockholders as of August 8, 2025. The CVRs represent the contractual right to receive a pro rata portion of the net proceeds received by the CVR Trust upon the future disposition, if any, of the assets transferred to the CVR Trust by the Company.