FG Communities Holdings reports net loss of $355,000 for Q3 2026

Cover page 15 changes

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REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 the Quarterly Period Ended June September 30, 2026

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Bannington Road , Charlotte , NC 28226

Toringdon Way , Suite 200 #1074 , Charlotte , NC 28277

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6408 Bannington Road, Charlotte,

(Former name, former address and former fiscal year, if changed since last report)

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8.00% Cumulative Preferred Stock, Series A, $25.00

The Nasdaq Stock Market

Common Stock, $0.001 par value per share

The Nasdaq Stock Market LLC

Cumulative Preferred Stock, Series A, $25.00 par value per share by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

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Large accelerated filer ☐

Non-accelerated filer ☒

Smaller Reporting Company ☒

Emerging Growth Company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ number of shares outstanding of the registrant's common stock as of August 7, November 4, 2026 was 5,095,688 4,575,300 .

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Exhibits 89 changes

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Communities Holdings Inc.

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Receivable from sale of ETH digital assets

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Series A Preferred Shares, $ 25.00 par and liquidation value, 10,000,000,000 shares authorized, 620,818 601,412 shares issued and outstanding as of June September 30, 2026 and 888,884 shares issued and outstanding as of December 31, 2025

Common stock, $ 0.001 par value; 180,000,000,000 shares authorized, 8,720,631 8,735,799 issued and 5,609,758 4,594,068 outstanding as of June September 30, 2026 and 8,698,994 issued and 7,080,747 outstanding as of December 31, 2025 (2)

Treasury stock ( 3,110,873 4,141,731 and 1,618,248 shares at cost as of June September 30, 2026 and December 31, 2025, respectively)

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Information pertaining to the number of shares outstanding

accompanying notes to condensed consolidated financial statements.

Derived from the audited consolidated balance sheet.

pertaining to the number of shares outstanding gives retroactive effect to a 1 for 5 reverse stock split that became effective on February 13, 2026. accompanying notes to condensed consolidated financial statements.

Communities Holdings Inc.

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Six Months Ended June 30,

Three Months Ended June September 30,

Months Ended September 30,

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Interest income, net

Interest income (expense), net

(Loss) Gain (loss) on equity holdings

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Total other (expense) income, net

Total other income (expense), net

Loss income from continuing operations before income taxes ( 10,042 )

Income tax benefit (expense)

Net loss income from continuing operations

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Premium discount on repurchase of Series A Preferred Shares ( 28 )

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Net loss income attributable to common shareholders

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Information pertaining to the number of shares outstanding

pertaining to the number of shares outstanding and per share data gives retroactive effect to a 1 for 5 reverse stock split that became effective on February 13, 2026.

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Communities Holdings Inc.

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Six Months Ended June 30,

Three Months Ended June September 30,

Months Ended September 30,

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Unrealized currency translation (loss) gain of equity method holdings ( 224 267 )

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Comprehensive loss (income)

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Communities Holdings Inc.

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Shares Outstanding (1)

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

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Shares Outstanding (1)

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

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Repurchase of Series A Preferred Shares

Repurchase of common stock

Vesting of restricted stock and payment of withholding taxes

Dividends on Series A Preferred Shares ($ 0.50 per share)

Net other comprehensive loss

Stock-based compensation

Balance at September 30, 2026

Shares Outstanding (1)

Additional Paid-In Capital

Accumulated Other Comprehensive Income

Stockholders' Equity

Shares Outstanding (1)

Additional Paid-In Capital

Accumulated Other Comprehensive Income

Stockholders' Equity

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Net other comprehensive loss income

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Information pertaining to the number of shares outstanding

accompanying notes to condensed consolidated financial statements.

Six Months Ended June 30,

Proceeds from private placement, net of offering costs

Proceeds from ATM, net of offering costs

Transfer of assets to CVR Trust

Vesting of restricted stock and payment of withholding taxes

Dividends on Series A Preferred Shares ($ 0.50 per share)

Net other comprehensive income

Stock-based compensation

Balance at September 30, 2025

pertaining to the number of shares outstanding gives retroactive effect to a 1 for 5 reverse stock split that became effective on February 13, 2026. accompanying notes to condensed consolidated financial statements.

Communities Holdings Inc.

Consolidated Statement Statements of Cash Flows

Nine Months Ended September 30,

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(Gain) Loss from equity method holdings

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Loss on disposal of fixed assets

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Loss on disposal of fixed assets

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Net cash used in provided by operating activities from continuing operations ( 9,301 9,038 )

Net cash used in operating activities from discontinued operations ( 1,471 2,262 )

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Proceeds from redemption of Saltire preferred shares

Proceeds from sales (purchases) of ETH digital assets

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Net cash provided by (used in) investing activities from continuing operations ( 161,890 )

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Net cash provided by (used in) investing activities

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Proceeds from Private Placement Offering, net of costs

Proceeds from sales under ATM Offering, net of costs

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and 9 more changes in the filing

Financial statements 1 change

Communities Holdings Inc.

Note 1: Nature of Business 39 changes

Nexus Inc. ("FG Nexus", the "Company", "we", or "us"), a Nevada corporation, operates a merchant banking business and holds real estate and equity holdings.

2025, the Company launched its digital asset business and adopted Ether, the native cryptocurrency of the Ethereum blockchain ("Ether"

or "ETH") as its primary treasury asset. In June 2026, the Board of Directors (the "Board") of the Company authorized management to continue reducing the Company's exposure to digital assets by exiting the Company's digital asset business.

The Company completed the sale of all of its previously held digital assets prior to June 30, 2026. See Note 3 for additional information.

April 2026, the Company announced that its Board was reviewing 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") (the "Potential Transaction") to establish a durable, income-producing real estate business that addresses critical housing needs. The Board has established a special committee composed solely of independent directors (the "Special Committee") to evaluate the Potential Transaction or other strategic alternatives. The Special Committee is continuing to evaluate potential transactions and has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board's evaluation and negotiation of the Potential Transaction. In June 2026, the

Board also authorized management to reallocate capital to real estate acquisitions in connection with the Company's exit from its digital asset business. The Company intends to advance its strategy to build a leading platform for tangible assets and believes that the establishment of an in-house real estate division, along with the Potential Transaction with FG Communities would accelerate a strategic expansion into income-producing affordable housing, providing a durable foundation for long-term growth and scalable capital formation.

the Potential Transaction is completed, the Company expects it would have a material impact on the Company's future business operations, risks and opportunities, as well as the Company's overall financial position, results of operations, segment and other financial reporting in future periods. The Board's discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will ultimately be pursued or consummated.

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

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

As of September 30, 2026, the Company had two primary

operating segments. See Note 14 for segment financial information.

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.

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.

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

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

Developments and Transactions

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 to Sell Reinsurance Business

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.

of Intent to Sell Quebec Real Estate

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.

Transfer and CVR Trust

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.

Legal proceedings 21 changes

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Nexus. In our experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts.

Communities Holdings. In our experience, a large percentage of these types of claims have never been substantiated and have been dismissed by the courts. FG Nexus Communities Holdings has not suffered any adverse verdict in a trial court proceeding related to asbestos claims and intends to continue to defend these lawsuits.

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of June September 30, 2026, the Company has a loss contingency reserve of approximately $ 0.3 0.2 million, which represents management's aggregate estimate of the potential losses related to the settlement of various open proceedings and claims. Management does not expect the resolution of these proceedings and claims to have a material adverse effect on the Company's consolidated financial condition, results of operations or cash flows.

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following tables present the financial information for each segment that is specifically identifiable or based on allocations using internal methodology for the three and six nine months ended June September 30, 2026 and 2025 (in thousands):

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Three Months Ended June September 30, 2026

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Loss Gain on equity holdings

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Segment (loss) income before taxes

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Foreign currency transaction gain

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Three Months Ended June September 30, 2025

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Foreign currency transaction gain loss

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Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

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Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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Foreign currency transaction gain (loss)

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following table presents the Company's specifically identifiable assets for each of the Company's segments as of June 30, September

30, 2026 and December 31, 2025 (in thousands):

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Corporate & Discontinued Operations

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Company's management has evaluated subsequent events after the consolidated balance sheet dated as of June September 30, 2026, through the date of filing of this Form 10-Q. Based on the evaluation, management has determined that, other than as disclosed in the accompanying notes, no subsequent events have occurred that would require recognition in the accompanying condensed consolidated financial statements or disclosure in the notes thereto.

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context denotes otherwise, the terms "Company," "FG Nexus" Communities Holdings" "we," "us," and "our,"

and "our," refer to FG Communities Holdings Inc. (formerly FG Nexus Inc.), and its subsidiaries.

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Management 170 changes

cautions that the forward-looking statements in this Quarterly Report on Form 10-Q are not guarantees of future performance, and we cannot assume that such statements will be realized or the forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, the Company's ability to execute its business plans which are contemplated to include increasing the Company's scale through acquisition, fluctuations in the real estate industry, the Company's ability to achieve profitable operations, customer acceptance of new products acquisition, ownership, operation and services, general conditions in the global economy; risks associated with operating in financing of manufactured housing communities; the merchant banking industry; risks use of not being able to execute on our asset management strategy cash, debt financing and potential loss of value of our holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; proceeds from common-stock issuances to fund acquisitions; future share repurchases;

the Company's acquisition pipeline and growth strategy; and the anticipated size and long-term characteristics of the manufactured housing market, fluctuations in the real estate industry, the Company's ability to achieve profitable operations, customer acceptance of new products and services, general conditions in the global economy; risks associated with operating in the merchant banking industry;

risks of not being able to execute on our asset management strategy and potential loss of value of our holdings; risk of becoming an investment company; fluctuations in our short-term results as we implement our business strategies; risks of not being able to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of internal controls; the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; and potential conflicts of interest between us and our directors and executive officers.

the requirements of being a public company and losing our status as a smaller reporting company or becoming an accelerated filer; and potential conflicts of interest between us and our directors and executive officers.

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Nexus is a holding company incorporated in the state of Nevada. Our common stock and Series A preferred shares are currently listed on

Nasdaq under the symbols "FGNX" and "FGNXP," respectively. The Company currently conducts business through its business segments including merchant banking and real estate.

banking services include various strategic, administrative, and regulatory support services to newly formed SPACs (our "SPAC Platform").

Additionally, the Company co-founded a partnership, FG Merchant Partners, LP ("FGMP"), to participate as a co-sponsor for newly formed SPACs and other merchant banking clients.

Company's merchant banking group provides advisory services, facilitates capital formation and allocates capital to equity holdings.

In our SPAC Platform, this also includes launching, sponsoring and providing strategic, administrative, and regulatory support services to newly formed SPACs. Our merchant banking division has facilitated the launch of several new companies, including FG Communities, Inc.

("FG Communities"), a self-managed real estate company focused on a growing portfolio of manufactured housing communities that are owned and operated by FG Communities, Craveworthy LLC ("Craveworthy"), an innovative fast casual restaurant platform company, and Saltire Holdings Ltd. ("Saltire"), a Canadian public company that allocates capital to equity, debt and/or hybrid securities of high-quality private companies, among others.

Company owns real estate in Quebec, Canada that is leased pursuant to a long-term triple net operating lease.

Developments and Transactions

Digital Assets Business

August 2025, we launched our digital asset business and adopted Ether, the native cryptocurrency of the Ethereum blockchain ("Ether"

or "ETH") as our primary treasury asset. In June 2026, our Board of Directors (the "Board") authorized management to continue reducing the Company's exposure to digital assets by exiting our digital asset business. We completed the sale of all of our previously held digital assets prior to June 30, 2026.

Business Combination with FG Communities

April 2026, we announced that our Board was reviewing potential strategic alternatives to enhance long-term stockholder value and further our strategic objectives. As part of this review, the Board discussed a potential business combination transaction with FG Communities (the "Potential Transaction") to establish a durable, income-producing real estate business that addresses critical housing needs. The Board has established a special committee composed solely of independent directors (the "Special

Committee") to evaluate the Potential Transaction or other strategic alternatives. The Special Committee is continuing to evaluate potential transactions and has retained an independent financial advisor to provide a fairness opinion for the Potential Transaction and to assist in the Board's evaluation and negotiation of the Potential Transaction. In June 2026, the Board also authorized management to reallocate capital to real estate acquisitions in connection with our exit from the digital asset business. We intend to advance our strategy to build a leading platform for tangible assets and believe that the establishment of an in-house real estate division, along with the Potential Transaction with FG Communities would accelerate a strategic expansion into income-producing affordable housing, providing a durable foundation for long-term growth and scalable capital formation.

the Potential Transaction is completed, we expect it would have a material impact on our future business operations, risks and opportunities, as well as our overall financial position, results of operations, segment and other financial reporting in future periods. The Board's discussions with respect to the Potential Transaction are preliminary in nature and no decisions or agreements have been reached. There can be no assurance that the Potential Transaction will ultimately be pursued or consummated.

to Sell Reinsurance Business

October 2025, we entered into an agreement to sell the remaining portion of our reinsurance business. Pursuant to the agreements, we received (1) the release of $3.3 million of collateral that we 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, we agreed to leave $1.3 million dollars 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.

of Intent to Sell Quebec Real Estate

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. The letter of intent does not constitute a binding agreement. As of June 30, 2026, we do not believe closing of a sale transaction under the previous letter of intent to be probable. We continue to hold the real estate as part of our ongoing real estate operations and the property is classified as held and used.

Transfer and CVR Trust

August 2025, 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 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.

Communities Holdings is focused on building a portfolio of income-producing real estate, with an emphasis on manufactured housing communities. We also conduct merchant banking activities, including advisory services, capital formation and investments in other businesses.

we exited our digital asset business and began allocating capital to our real estate strategy. In September 2026, we invested $10.0 million in FGCI, a separate, privately held owner and operator of manufactured housing communities. In October 2026, we acquired our initial directly owned manufactured housing communities.

in FGCI and our direct property acquisitions represent separate uses of capital. FGCI remains independently operated, while properties acquired directly by us form part of our real estate operations.

Current Operations and Sources of Earnings

and nine months ended September 30, 2026, our operating revenue from continuing operations consisted of rental income from our Quebec property and merchant banking advisory fees. The manufactured housing communities acquired in October 2026 did not contribute revenue or operating results during the periods presented.

Our results of operations also

reflect equity-method earnings and losses, changes in the value of certain investments and financial instruments, and interest income.

These items can cause significant fluctuations in reported earnings and may not correspond to cash received or used during the same period.

Real Estate Strategy and Capital Allocation

expand our directly owned real estate portfolio through acquisitions of manufactured housing communities. Our ability to implement this strategy will depend on the availability of suitable properties, acquisition pricing, financing terms and our available capital.

fund acquisitions through a combination of cash on hand, property-level debt and proceeds from common stock issuances. The financing structure of each acquisition will depend on the property, market conditions, balance sheet liquidity and other capital requirements.

As our property portfolio grows, rental

revenue and property operating expenses are expected to represent a larger portion of our results of operations. Until such time as the portfolio reaches scale, corporate expenses, preferred stock dividends and other obligations will continue to require funding from available cash and other sources of liquidity. We will evaluate these competing sources and uses of capital as we implement our growth strategy.

2026, we invested $10.0 million in FGCI following a review of strategic alternatives by our Board of Directors and a special committee composed of independent directors. The special committee retained an independent financial advisor to assist with its evaluation.

2026, we acquired two separate manufactured housing communities located in North Carolina, with a combined total of 78 homesites for rental.

the exit from our digital asset business during the second quarter of 2026 and the sale of our remaining reinsurance business during the first quarter of 2026. Results of these businesses are presented as discontinued operations. See Note 3.

discussion and analysis of financial condition and results of operations reflects the continuing operations of the Company as they existed as of June September 30, 2026.

Three Months Ended Months June September 30,

% Increase (Decrease)

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Loss on impairment and disposal of assets

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Loss Gain (loss) on equity holdings

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Foreign currency translation gain (loss)

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Six Months Ended Months June 30,

Income tax benefit (expense)

Net loss income from continuing operations

Nine Months Ended Months September 30,

% Increase (Decrease)

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Foreign currency translation loss gain

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from operations increased to $2.1 million during the three months ended June 30, 2026 as compared to $1.6 million during the three months ended June 30, 2025. General and administrative expenses increased $0.7 million during the three months ended June 30, 2026 as compared to the prior year period primarily due to higher compensation costs and legal fees, as well as professional fees and public relations expenses incurred as we operated our ETH treasury operations. The increase in general and administrative expenses was partially offset by a reduction in stock-based compensation expense.

Net loss from continuing operations increased to $10.2

million during the three months ended June 30, 2026 compared to net income from continuing operations of $4.4 million during the three months ended June 30, 2025 primarily due to unrealized losses on our equity holdings in the current period compared to gains in the prior year period, partially offset by the gain on financial instruments during the current year.

Net loss from continuing operations increased

Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025

Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025 of $0.2 million Revenue during each of the three months ended June September 30, 2026 included $0.1 million of merchant banking advisory fees and $0.1 million of rental income. Total revenue during the three months ended June September 30, 2025 also consisted of included $0.1 million of merchant banking advisory fees and $0.1 million of rental income.

Loss from operations decreased to $1.7 million during the three months ended

September 30, 2026 as compared to $10.0 million during the three months ended September 30, 2025. Stock-based compensation expense decreased from $7.4 million during the three months ended September 30, 2025 to $0.1 million in the current year period with the prior year expense primarily attributable to warrants issued in connection with the Private Placement Offering in 2025. General and administrative expenses decreased $1.1 million during the three months ended September 30, 2026 as compared to the prior year period primarily due to reduced spending on legal fees, professional fees and public relations expenses incurred in the prior year period.

six on equity holdings during the three months ended June September 30, 2026 included an equity method loss gain on the shares of Saltire of $9.7 $0.8 million which included an other-than-temporary write down and a reversal of the carrying $0.5 million unrealized loss on our previous fair value method equity holding recorded during the second quarter of $11.2 million, as compared 2026 due to the redemption of our shares at our original purchase price, which was partially offset by a $2.0 $0.4 million equity method gain loss on the shares of Saltire in six months ended June 30, 2025. The remainder of the net our Devondale equity ownership. Loss on equity holdings and other holdings during the six three months ended June September 30, 2026 2025 included a $0.6 $6.6 million gain related to our USFM cost method equity holding, which was method loss from Saltire, partially offset by a $0.5 $0.8 million unrealized loss on our fair value method equity holding due to a change in the quoted market price of FG Merger II Corp. dividend income from the Saltire preferred shares. The remainder of the net loss on equity holdings and other holdings during the six three months ended June September 30, 2025 related to holdings distributed to the CVR Trust in August 2025.

Net loss from continuing operations decreased to $0.2 million during the three months ended September 30, 2026 compared to $17.4 million during the three months ended September 30, 2025 due to a reduction in stock-based compensation, general and administrative expenses, equity holdings losses and income taxes in the current year period, as well as higher interest income and a gain on financial instruments during the current year.

Months Ended June September 30, 2026 Compared with Six Nine Months Ended June September 30, 2025 of $0.5 $0.7 million during each of the six nine months ended June September 30, 2026 included $0.3 million of merchant banking advisory fees and $0.2 million of rental income. Total revenue during the first half of September 30, 2025 consisted of $0.2 included $0.4 million of merchant banking advisory fees and $0.2 $0.3 million of rental income.

Loss from operations decreased to $7.0 million during the nine months ended

from operations increased to $5.2 million during the six months ended June September 30, 2026 as compared to $3.9 $13.9 million during the six nine months ended June September 30, 2025. Stock-based compensation expense decreased to $0.4 million from $7.8 million, primarily because the prior-year period included expense related to warrants issued in connection with the August 2025 private placement. General and administrative expenses increased $1.5 $0.5 million during the six nine months ended June September 30, 2026 as compared to the prior year period primarily due to higher compensation costs, audit fees and legal expenses, as well as professional fees and public relations expenses incurred as we operated our ETH treasury operations. The increase in general and administrative expenses was partially offset by a reduction in stock-based compensation expense.

three nine months ended June September 30, 2026 included an equity method loss on the shares of Saltire of $9.7 $8.8 million, which included an other-than-temporary write down of the carrying value of $11.2 million, as compared to a $3.6 $4.6 million equity method gain loss on the shares of Saltire in three nine months ended June September 30, 2025. The remainder of the net loss on equity holdings and other holdings during the three nine months ended June 30, September

30, 2026 included a $0.6 million gain related to our USFM cost method equity holding. which was offset by a $0.5 million unrealized loss on our fair value method equity holding due to a change in The quoted market price of FG Merger II Corp. The remainder of the net loss on equity holdings and other holdings during the three nine months ended June September 30, 2025 related to holdings distributed to the CVR Trust in August 2025.

loss from continuing operations decreased to $13.3 $13.6 million during the six nine months ended June September 30, 2026 compared to $4.2 $21.6 million during the six nine months ended June September 30, 2025 primarily due to unrealized losses on our equity holdings in the current period compared to gains a reduction in the prior year period, stock-based compensation as well as an increase in general higher interest income and administrative expenses, partially offset by the a gain on financial instruments during the current year, which was partially offset by higher general and administrative expenses and losses on equity holdings in the current year period.

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The valuation of the Company's equity holdings

valuation of the Company's equity holdings requires management judgment, particularly for holdings accounted for under the equity method and cost method without readily determinable fair values. Judgment regarding the level of influence over each equity method holding includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Management evaluates equity method holdings for indicators of other-than-temporary impairment and evaluates cost method holdings for observable price changes and impairment indicators. These assessments involve judgment regarding quoted market prices, recent transactions, issuer-specific developments, market conditions and the expected recoverability of carrying amounts. During the three and six nine months ended June September 30, 2026, the Company recorded an $11.2 million impairment charge related to its Saltire equity method holding and a $0.6 million gain related to an observable price change in its USFM cost method holding.

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Company defers costs to acquire contracts, including commissions, incentives and payroll taxes, if they are incremental and recoverable costs of obtaining a customer contract with a term exceeding one year. Deferred contract costs are reported within other assets and amortized to selling expense over the contract term, which generally ranges from one to five years. The Company has elected to recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when incurred. The Company did not have any deferred contract costs as of June September 30, 2026 or December 31, 2025.

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RSUs vest, the amount of proceeds together with the amount recorded in additional paid-in capital is recorded in shareholders' stockholders' equity.

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of June 30, 2026, we had cash and cash equivalents of $24.9 million. Subsequent to June 30, 2026, we received $15.5 million in connection with the redemption of the FG Merger II Corp. equity holdings and an additional $15.0 million related to the receivable from sale of

ETH digital assets. As of July 31, 2026, we had cash and cash equivalents of approximately $51.4 million.

of September 30, 2026, we had cash and cash equivalents of $35.1 million.

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and 90 more changes in the filing