What changed in FG Nexus Inc.'s 10-K — 2024 vs 2025

On September 5, 2025, we changed our name from “Fundamental Global Inc.” to “FG Nexus Inc.” Our common stock and Series A preferred shares are currently listed on Nasdaq under the symbols “FGNX” and “FGNXP,” respectively. We currently conduct business through our business segments including digital assets and merchant banking.

The address of our principal executive offices is 6408 Bannington Road , Charlotte, North Carolina 28226 , and our telephone number is (704) 994-8279 .

The Reverse Stock Split became effective on February 13, 2026 (the “Effective Date”), at 9:30 a.m., Eastern Time, 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.

Letter of Intent to Sell Quebec Real Estate In October 2025, we signed a non-binding letter of intent to sell our Quebec property for $15.0 million CAD, or approximately $11.0 million USD. Following repayment of the existing installment loan, the transaction is expected to generate approximately $8.0-$9.0 million USD in net pretax proceeds.

The letter of intent does not constitute a binding agreement, and there can be no assurance that a definitive sale agreement will be reached or that the transaction will be completed.

The transaction, if completed, is expected to close during the first half of 2026, subject to the execution of definitive agreements, completion of due diligence, and satisfaction of customary closing conditions. Agreement to Sell Reinsurance Business In October 2025, we entered into an agreement to sell the remaining portion of our reinsurance business.

On January 2, 2026, we completed the initial closing of the sale of our reinsurance business in exchange for (1) the release of $3.3 million of collateral that we had posted in connection with certain reinsurance contracts; and (2) a 40% equity interest in the entity purchasing the reinsurance business.

Pursuant to the agreement, we agreed to leave approximately $1.3 million in cash in the reinsurance business in exchange for a promissory note in the amount of approximately $1.3 million that accrues interest at a rate of 6% per annum with all principal and accrued interest due and payable on June 30, 2027.

An additional closing of the sale of our reinsurance business occurred on March 23, 2026, when the purchaser tendered the $1.0 million cash payment to us, which the purchaser obtained through a loan from Saltire Capital Ltd.

Share Repurchase Programs In September 2025, our Board adopted a share repurchase program to acquire up to $200 million of our outstanding Common Stock (the “Common Stock Repurchase Program”). The Common 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 Common Stock 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. 3 Commencing on October 23, 2025, and through March 23, 2026, we have purchased a total of approximately 2.2 million shares of our Common Stock at a total cost (including commissions) of approximately $34.9 million.

Through March 23, 2026, we have repurchased approximately 25.8% of our Common Stock outstanding immediately prior to implementation of the program. All shares repurchased under the Common Stock Repurchase Program are recorded as treasury stock.

In December 2025, our Board approved a preferred share repurchase program to acquire up to 894,580 shares of our outstanding preferred shares (the “Preferred Share Repurchase Program”). The Preferred Share Repurchase Program, which is open-ended, allows the Company to repurchase its preferred shares from time to time in the open market and in negotiated transactions.

Any repurchases conducted pursuant to the Preferred 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.

Commencing on December 12, 2025 and through March 23, 2026, we have purchased approximately 202 thousand shares of our Series A Preferred Stock at a total cost (including commissions) of approximately $5.0 million. Through March 23, 2026, we have repurchased approximately 22.6% of our Series A Preferred Stock outstanding immediately prior to implementation of the program.

All repurchased Series A Preferred Stock are recorded as a reduction to the liquidation value of the Preferred Stock.

ATM Offering 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, 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 by us from time to time.

Through December 31, 2025, we sold a total of approximately 0.4 million shares of Common Stock pursuant to the Sales Agreement, which generated gross proceeds of approximately $15.5 million, or approximately $14.1 million after offering costs. As of October 13, 2025, we suspended the ATM.

While we plan to reinstate the ATM and to sell additional Shares, as of the date of this Form 10-K, the reinstatement of the ATM has not yet occurred.

Private Placement Offering 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 8.0 million shares (the “Pre-Funded Warrant Shares,”) of our Common Stock at an offering price of $25.00 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, and we received gross cash proceeds of approximately $176.0 million, or $168.6 million after offering costs, and cryptocurrency totaling approximately $24.0 million. Upon the effectiveness of the September Charter Amendment (as defined below), approximately 6.8 million Pre-Funded Warrants automatically converted into shares of our Common Stock.

As of December 31, 2025, all Pre-Funded Warrants have been converted into our Common Stock.

Charter Amendments 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 0.8 million to 200.0 million, (ii) increase the total 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 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. 4 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 to (a) increase the total number of authorized shares of Common Stock from 200.0 million shares to 180.0 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 $0.001 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 amended our By-laws to clarify the applicable voting thresholds for proposed amendments to the By-Laws. The Additional Charter Amendment was filed with and declared effective by the Secretary of State of the State of Nevada, on October 7, 2025.

Asset Transfer and CVR Trust In August 2025, in connection with the Private Placement Offering and the launch of our treasury strategy, we transferred a significant portion of our 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 our stockholders as of August 8, 2025.

We distributed the CVRs prior to the effectiveness of the Charter Amendment and the exercise of any of the Pre-Funded Warrants sold in the Private Placement Offering.

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. See Item 8, Note 6, in the Notes to the Consolidated Financial Statements included in this 10-K for additional details.

In April 2024, we sold our Digital Ignition technology incubator and co-working facility in Alpharetta, Georgia for gross proceeds of $6.5 million.

In connection with the sale of the land and building, we recorded a non-cash impairment charge of approximately $1.4 million during the first quarter of 2024 to adjust the carrying value of the assets to the fair market value less costs to sell. 5 Overview and Business Operations We currently have two primary operating segments, digital assets and merchant banking.

Digital Assets Following the private placement in July 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.

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 December 31, 2025, our digital asset portfolio included 40,093 ETH, with an estimated fair value of $119.4 million.

As of March 23, 2026, our digital asset portfolio had expanded and was comprised of a combination of ETH and wrapped staked ETH (“WSETH”), with an estimated combined fair value of approximately $64.6 million. We utilize third-party custodians, including Anchorage and BitGo as well as third-party treasury management services including Galaxy Digital (as defined below) to facilitate our treasury strategies.

In addition, our merchant banking division has facilitated the launch of several new companies, including FG Communities, Inc. (“FGC”), a self-managed real estate company focused on a growing portfolio of manufactured housing communities which are owned and operated by FGC, and Craveworthy LLC (“Craveworthy”), an innovative fast casual restaurant platform company.

Discontinued Operations We operated a reinsurance business, which has been classified as assets held for sale since as of December 31, 2024. We sold a portion of our reinsurance business in the first half of 2025 and sold the remaining portion of the reinsurance business in early 2026.

Background on Digital Assets and Ethereum 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. 6 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.

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.

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 March 23, 2026, ETH’s circulating supply was approximately 121 million ETH.

ETH’s market capitalization was approximately $260 billion; 24-hour spot trading volume was approximately $30 billion; and 30-day cumulative spot volume was approximately $411 billion, implying a 30-day average daily volume of about $14 billion/day; figures are sourced from a widely used third-party aggregator and are volatile.

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.

During the year, we staked a portion of our ETH to generate yield, however, all of our ETH is currently not staked in order to maximize operational flexibility and liquidity. 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. When we do stake our ETH, it is staked 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. In addition to direct staking, we continue to evaluate yield-generation strategies, which may include leveraging institutional lending desks (e.g. Galaxy), liquid staking, re-staking mechanisms, wrapped instruments and utilizing other vetted institutional managers.

During the first quarter of 2026, for example, we purchased WSETH which is intended to provide additional yield enhancement while maintaining flexibility and liquidity.