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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 8, 2026
FG
Communities Holdings Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36366 |
|
46-1119100 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
6408
Bannington Road
Charlotte,
NC |
|
28226 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (704) 994-8279
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
FGC |
|
The
Nasdaq Stock Market LLC |
| |
|
|
|
|
| 8.00%
Cumulative Preferred Stock, Series A, $25.00 par value per share |
|
FGCPP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
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. ☐
Item
7.01 Regulation FD Disclosure.
FG
Communities Holdings Inc. (the “Company”)
issued a press release on October 12, 2026, announcing the acquisition of a manufactured housing community in Garner, North Carolina
(the “October 12th Press Release”). A copy of the October 12th Press Release is attached hereto as
Exhibit 99.1 and incorporated into this Item 7.01 by reference. The Company also issued a press release on October 15, 2026, announcing
the acquisition of a manufactured housing community in Mars Hill, North Carolina (the “October 15th Press Release”).
A copy of the October 15th Press Release is attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by
reference.
As
provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01, Exhibit 99.1 and Exhibit 99.2 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.
Item
8.01 Other Events.
On
October 8, 2026, the Company closed the acquisition of its first manufactured housing community located in Garner, North Carolina located
at 5004 Lee Drive Garner, NC 27529. The property acquired included 49 homesites on 59 acres. The seller is an unaffiliated third party
and the acquisition was paid for by the Company using cash on hand.
On
October 9, 2026, the Company closed the acquisition of a manufactured housing community in Mars Hill, North Carolina located at 205 Big
Brown Rd, Mars Hill, NC 28754. The property acquired included 29 homesites on 19 acres. The seller is an unaffiliated third party and
the acquisition was paid for by the Company using cash on hand.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
| Exhibit |
|
Description |
| 99.1 |
|
Press
Release Issued by FG Communities Holdings Inc. on October 12, 2026 |
| 99.2 |
|
Press
Release Issued by FG Communities Holdings Inc. on October 15, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FG
Communities Holdings Inc. |
| |
|
|
| Date:
October 15, 2026 |
By: |
/s/
Mark D. Roberson |
| |
Name:
|
Mark
D. Roberson |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1

FG
Communities Holdings Inc. Completes Manufactured Housing Acquisition in Garner, NC
Acquisition
includes 49 homesites on over 59 acres in the Raleigh, NC metropolitan area
Charlotte,
NC, October 12, 2026 – FG Communities Holdings Inc. (Nasdaq: FGC, FGCPP) (the “Company”), whose mission is to preserve
and improve affordable housing by acquiring and operating manufactured housing communities, is pleased to announce the acquisition of
a manufactured housing community in Garner, North Carolina. The community adds 49 homesites on over 59 acres in the Raleigh, North Carolina
metropolitan area.
The
community is located in the growing Garner area, southeast of Raleigh in North Carolina’s Research Triangle region. Garner has
experienced significant population growth in recent years, supported by its proximity to Raleigh and the region’s diverse employment
base. The location provides residents with access to employment, shopping and services while offering an affordable alternative to conventional
housing.
As
housing costs across the region have climbed, access to affordable homes has become increasingly important. Manufactured housing communities
remain a significant source of unsubsidized affordable housing, and the Company intends to preserve these communities while investing
in improvements for residents.
Kyle
Cerminara, Chairman and CEO of FG Communities Holdings Inc., said, “This community fits our strategy of acquiring income-producing
properties in growing markets where affordable housing serves a clear need. Our goal is to preserve and improve these communities for
residents while building long-term value for our shareholders. We look forward to pursuing additional acquisitions with the same disciplined
approach.”
About
FG Communities Holdings Inc.
FG
Communities Holdings Inc. (Nasdaq: FGC, FGCPP) is a real estate focused operating company and merchant bank focused on the acquisition,
ownership and operation of land-lease affordable housing communities. The Company’s strategy combines direct ownership of manufactured
housing communities with a minority investment in FG Communities Inc., an independently operated, privately held company that owns and
operates manufactured housing communities throughout the Southeastern United States and sponsors Delaware Statutory Trusts. The Company
and its associated entities have a combined footprint of 102 communities with over 4,500 homesites. The Company’s mission is to
preserve and improve access to affordable housing while building a portfolio of income-producing real estate and creating long-term shareholder
value.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are entitled to the protection of the safe-harbor provisions
of those laws.
Forward-looking
statements include statements concerning the Company’s strategy to make direct investments in affordable housing communities; the
acquisition, ownership, operation and financing of manufactured housing communities; the use of cash, debt financing and 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.
These
statements are based on management’s current expectations, assumptions, estimates and projections and involve risks and uncertainties,
many of which are beyond the Company’s control. Actual results could differ materially from those expressed or implied by these
statements.
Relevant
risks include, among others, the Company’s ability to successfully identify, finance, complete and integrate property acquisitions;
obtain debt or equity financing on acceptable terms; manage leverage and potential dilution from equity issuances; realize anticipated
operating and financial benefits; maintain adequate liquidity; and appropriately manage potential conflicts of interest arising from
related-party transactions.
Additional
risks are described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only
as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statement except as required
by law.
Contact:
FG Communities Holdings Inc.
IR@FGCommunities.com
Exhibit
99.2

FG
Communities Holdings Inc. Completes Manufactured Housing Community Acquisition in Mars Hill, NC
Acquisition
includes 29 homesites on 19 acres in the Asheville market
Charlotte,
NC, October 15, 2026 – FG Communities Holdings Inc. (Nasdaq: FGC, FGCPP) (the “Company”), whose mission is to preserve
and improve affordable housing by acquiring and operating manufactured housing communities, is pleased to announce the acquisition of
a manufactured housing community in Mars Hill, North Carolina. The community adds 29 homesites on 19 acres in the Asheville market. The
acquisition closed on October 9, 2026.
The
community is located in Mars Hill, the largest town in Madison County and home to Mars Hill University, with direct access to Asheville
via Interstate 26. The acquisition expands the Company’s presence in the Asheville market and supports its strategy of acquiring
and operating land-lease affordable housing communities.
Manufactured
housing communities provide an affordable alternative to conventional housing. The Company intends to preserve this source of affordable
housing while investing in improvements for residents.
Kyle
Cerminara, Chairman and CEO of FG Communities Holdings Inc., said, “The Mars Hill acquisition expands our portfolio in the Asheville
market and advances our mission to preserve and improve affordable housing. We see an opportunity to invest in this community for the
benefit of residents while building long-term value for our shareholders.”
About
FG Communities Holdings Inc.
FG
Communities Holdings Inc. (Nasdaq: FGC, FGCPP) is a real estate-focused operating company and merchant bank dedicated to the acquisition,
ownership and operation of land-lease affordable housing communities. The Company’s strategy combines direct ownership of manufactured
housing communities with a minority investment in FG Communities Inc., an independently operated, privately held company that owns and
operates manufactured housing communities throughout the Southeastern United States and sponsors Delaware Statutory Trusts. The Company
and its associated entities have a combined footprint of 103 communities with over 4,000 homesites. The Company’s mission is to
preserve and improve affordable housing while building a portfolio of income-producing real estate and creating long-term shareholder
value.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements are entitled to the protection of the safe-harbor provisions
of those laws.
Forward-looking
statements include statements concerning the Company’s strategy to make direct investments in affordable housing communities; the
acquisition, ownership, operation and financing of manufactured housing communities; the use of cash, debt financing and 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.
These
statements are based on management’s current expectations, assumptions, estimates and projections and involve risks and uncertainties,
many of which are beyond the Company’s control. Actual results could differ materially from those expressed or implied by these
statements.
Relevant
risks include, among others, the Company’s ability to successfully identify, finance, complete and integrate property acquisitions;
obtain debt or equity financing on acceptable terms; manage leverage and potential dilution from equity issuances; realize anticipated
operating and financial benefits; maintain adequate liquidity; and appropriately manage potential conflicts of interest arising from
related-party transactions.
Additional
risks are described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only
as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statement except as required
by law.
Contact:
FG Communities Holdings Inc.
IR@FGCommunities.com