News & Events

Other Events. Common Stock Repurchase Program and Series A Preferred Stock Repurchase Program Under the previously announced share repurchase programs, through June 5, 2026, the Company has repurchased approximately 2,984,212 shares of its common stock (Nasdaq: FGNX), or 35% of the outstanding common shares immediately before starting the buyback, at an average price, including commissions, of approximately $13.62 per share and 264,465 shares of its Series A Preferred Stock (Nasdaq: FGNXP), o…

Compensation arrangements were modified to reflect the company's reduced scale of operations.

Regulation FD Disclosure. FG Nexus Inc. (the “Company”) issued a press release on May 18, 2026, announcing that the board of directors of the Company declared a cash dividend of $0.50 per share on the Company’s 8.00% Cumulative Preferred Stock, Series A (the “Preferred Stock”) for the period commencing on March 15, 2026 and ending on June 14, 2026, payable on June 15, 2026 to holders of record of the Preferred Stock on June 1, 2026 (the “Press Release”). A copy of the Press Release is attache…

Regulation FD Disclosure. FG Nexus Inc. (the “Company”) issued a press release on May 4, 2026, announcing the formation of a Special Committee of the Company’s Board of Directors to evaluate strategic alternatives including the previously announced potential business combination with FG Communities, Inc., a self-administered, self-managed real estate investment company with a focus on acquiring, developing and managing manufactured housing communities (the “Press Release”). A copy of the Pres…

Other Events. Potential Transaction The Board of Directors (the “Board”) of FG Nexus Inc. (the “Company”) recently convened to review and discuss potential strategic alternatives to enhance long-term stockholder value and further the Company’s strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities, Inc. (“FG Communities”). FG Communities, which was established by the founders of Fundamental Global LLC, is committed to…

Completion of Acquisition or Disposition of Assets. As previously disclosed, on January 2, 2025, FG Nexus Inc. (the “Company”) consummated the initial closing (the “First Closing”) of the transaction contemplated by a transaction agreement (the “Transaction Agreement”), initially dated June 27, 2025 and ultimately executed and delivered on October 22, 2025, by and among FG Reinsurance Holdings, LLC, a wholly owned subsidiary of the Company, (“FGRH”), Thomas Heise, FG RE Corporate Member Limit…

Material Modification to Rights of Security Holders. On February 24, 2026, the board of directors (the “Board”) of FG Nexus Inc., a Nevada corporation (the “Company”), adopted resolutions that it is advisable and in the interests of the Company to amend Article I, Section 6 of the Company’s By-Laws (the “By-Laws”) to revise the quorum threshold for convening meetings of stockholders, to that number of holders of shares of outstanding capital stock of the Company representing one-third (1/3) o…

Material Modification to Rights of Security Holders. On February 10, 2026, FG Nexus Inc., a Nevada corporation (the “Company”), filed an amendment to its Certificate of Change (the “Amendment”) with the Secretary of State of the State of Nevada to effect a 1-for-5 reverse stock split effective at 9:30 a.m. Eastern Time on February 13, 2026 (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Amendment also reduced the Company’s author…

Completion of Acquisition or Disposition of Assets. On January 2, 2025, FG Nexus Inc. (the “Company”) consummated the initial closing (the “First Closing”) of the transaction contemplated by a transaction agreement (the “Transaction Agreement”), initially dated June 27, 2025 and ultimately executed and delivered on October 22, 2025, by and among FG Reinsurance Holdings, LLC, a wholly owned subsidiary of the Company, (“FGRH”), Thomas Heise, FG RE Corporate Member Limited, a company incorporate…

Changes in Registrant’s Certifying Accountant. (a) Departure of Independent Registered Public Accounting Firm On December 9, 2025, upon the recommendation of the Audit Committee of the Board of Directors (the “Audit Committee”) of FG Nexus Inc. (the “Company”) and upon the approval of the Board of Directors of the Company (the “Board”), the Company accepted the resignation of Haskell & White LLP (“H&W”) as the Company’s independent registered public accounting firm, effective immediately. H&W…

is incorporated herein by reference. The information in Items 2.02 and 7.01 (including Exhibit 99.1) are “furnished” and shall not be deemed to be “`filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such…

Entry into a Material Definitive Agreement. The disclosures contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On October 29, 2025, FG Nexus Inc. (the “Company”) entered into a master digital currency loan agreement (the “MLA”) with [ ] (the “Lender”). All capitalize terms used herein and not defined, shall have the meaning ascribed to them in the MLA. Pursuant to the MLA the Company may deliver to Lender a Lending Request for a Borrowed Asset from the Lender. If Lender agrees to make a L…

Completion of Acquisition or Disposition of Assets. On December 31, 2024 the board of directors of FG Nexus Inc. (the “Company”) approved a plan for the sale of the Company’s reinsurance business carried out by the operating subsidiaries of FG Reinsurance Holdings, LLC, a wholly owned subsidiary of the Company, (“FGRH”), which were FG RE Corporate Member Limited, a company incorporated and registered in England and Wales, FG Reinsurance Ltd., a Cayman Islands limited liability company, (“FG R…

Entry into a Material Definitive Agreement. The information provided in

Other Events On October 14, 2025, FG Nexus Inc. (the “Company”) filed a resale registration statement on Form S-3ASR to register for resale the 40,000,000 shares of the Company’s $0.001 common stock (“Common Stock”) underlying the pre-funded warrants sold in the Company’s recent $200,000,000 private placement (the “PIPE Offering”). As of October 14, 2025, pre-funded warrants to purchase an aggregate number of 3,473,189 shares of Common Stock have not yet been exercised. As of October 14, 2025…

Regulation FD Disclosure On September 9, 2025, FG Nexus Inc. (the “Company”) issued a press release announcing its adoption of a share repurchase program whereby the Company may from time to time, use a portion of its surplus of capital to repurchase on the open market, in private-negotiated purchases or otherwise, up to $200,000,000 of its common stock, par value $.001 per share (the “Press Release). A copy of the Press Release is attached hereto as Exhibit 99.1. This information in this

Regulation FD Disclosure Approval of Share Repurchase Program On September 5, 2025, the Board of Directors of FG Nexus Inc. (the “Company”) approved by unanimous written consent the implementation of a share repurchase program whereby the Company may from time to time, use a portion of its surplus of capital to repurchase on the open market, in private-negotiated purchases or otherwise, up to $200,000,000 of its common stock, par value $.001 per share (the “Share Repurchase Program”), as desc…

Other Event. Approval of Share Repurchase Program On September 5, 2025, the Board of Directors of the Company approved by unanimous written consent the implementation of a share repurchase program whereby the Company may from time to time, use a portion of its surplus of capital to repurchase on the open market, in private-negotiated purchases or otherwise, up to $200,000,000 of its common stock, par value $.001 per share (the “Share Repurchase Program”). Any repurchases conducted pursuant to…

Entry into a Material Definitive Agreement. FG Nexus Inc. formerly known as Fundamental Global Inc. (the “Company”) previously announced that on July 29, 2025 it entered into securities purchase agreement with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the “Offering”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 40,000,000 shares (the “Pre-Funded…

Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously disclosed, on July 29, 2025, Fundamental Group Inc. (the “Company”) entered into securities purchase agreement with certain accredited investors (the “PIPE Purchasers”) pursuant to which we agreed to sell and issue to the PIPE Purchasers in a private placement offering (the “PIPE Offering”) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 40,000,000 shares (the “Pre-Funded…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Employment Agreements On August 4, 2025, the Company and Maja Vujinovic entered into an at-will employment agreement governing her service as the Chief Executive Officer of the Company’s Digital Assets Division effective August 4, 2025. Ms. Vujinovic’s employment agreement provides an annual base salary of $600,000 and she is eligible to receive a…

and Exhibit 99.1 are “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liability of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 29, 2025, Fundamental Global Inc. (the “Company”) entered into securities purchase agreement with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the “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 the Compa…