| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FGF | Common Stock | Award | +375K | +75.58% | 871K | Feb 29, 2024 | Direct | F1, F2, F3 | ||
| transaction | FGF | Common Stock | Award | +7.54K | 7.54K | Feb 29, 2024 | By 401(k) Plan | F1, F2 | |||
| transaction | FGF | Common Stock | Award | +11.2K | 11.2K | Feb 29, 2024 | By Spouse | F1, F2 | |||
| transaction | FGF | Common Stock | Award | +4.22K | 4.22K | Feb 29, 2024 | By Minor Children | F1, F2 | |||
| transaction | FGF | Common Stock | Award | +26K | +2.99% | 897K | Feb 29, 2024 | Direct | F1, F4, F5 | ||
| transaction | FGF | Common Stock | Award | +4.28M | 4.28M | Feb 29, 2024 | By Ballantyne Strong Holdings, LLC | F1, F2, F7 | |||
| transaction | FGF | Common Stock | Award | +854K | 854K | Feb 29, 2024 | By Fundamental Global Holdings, LP | F1, F2, F7 | |||
| holding | FGF | Common Stock | 2.91M | Feb 29, 2024 | FG Financial Holdings, LLC | F1, F6, F7 | |||||
| holding | FGF | 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 56.1K | Feb 29, 2024 | FG Financial Holdings, LLC | F7 | |||||
| holding | FGF | 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 44 | Feb 29, 2024 | Direct | F8 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FGF | Stock option | Award | +50K | 50K | Feb 29, 2024 | Common Stock | 50K | $4.70 | Direct | F9, F10 | |||
| transaction | FGF | Stock option | Award | +30K | 30K | Feb 29, 2024 | Common Stock | 30K | $2.89 | Direct | F9, F11 |
| Id | Content |
|---|---|
| F1 | On January 3, 2024, Fundamental Global Inc. (f/k/a FG Financial Group, Inc., the "Parent"), FG Group LLC (the "Acquiror"), and FG Group Holdings Inc. (the "Company") entered into a Plan of Merger (the "Merger Agreement"), pursuant to which the Company merged with and into the Acquiror, with the Acquiror surviving the merger as a wholly owned subsidiary of the Parent (the "Merger"). On February 29, 2024, at approximately 4:05 PM Eastern time, the effective time of the Merger (the "Effective Time"), all of the outstanding shares of common stock of the Company ("Company Common Stock") were converted into shares of common stock of the Parent ("Parent Common Stock" or "Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement. |
| F2 | Received in the Merger in exchange for an equal number of shares of Company Common Stock. |
| F3 | Includes 2,000 shares held in an individual account, 1,333 shares held in a joint account with spouse, the remaining 1,544 RSUs granted on August 13, 2019 as director compensation (also includes the 6,178 RSUs that have vested), the remaining 3,485 RSUs granted on August 12, 2020 as director compensation (also includes the 5,229 RSUs that have vested), and the remaining 11,594 RSUs granted on December 17, 2021, as director compensation (also includes the 2,898 RSUs that have vested), and the remaining 25,316 RSUs granted on August 19, 2022, as director compensation (also includes the 6,329 RSUs that have vested), and the remaining 43,333 RSUs granted on February 17, 2023 (also includes 86,667 RSUs that have vested but 25,125 of such RSUs were withheld for tax purposes), the remaining 36,764 RSUs granted on November 13, 2023 as director compensation and 350,000 RSUs granted on January 4, 2024 (of which 350,000 have vested but 101,465 were withheld for tax purposes). |
| F4 | Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") equal to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. |
| F5 | The Parent RSUs will vest in full on the first anniversary of the grant date, which was July 3, 2023, subject to continuous service through such vesting date. |
| F6 | FG Financial Holdings, LLC ("FGFH") held 5,666,111 shares of Parent Common Stock prior to the Effective Time. In connection with the Merger, 2,754,928 shares of Parent Common Stock held by FGFH (and beneficially owned by the Company) were retired. |
| F7 | The partnerships managed by FGGP including FGFH, Ballantyne Strong Holdings LLC ("BTN Holdings"), and Fundamental Global Holdings LP ("FGHP"), beneficially own in the aggregate 56,131 shares of Preferred Stock and 8,049,136 shares of Common Stock . FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. Mr. Cerminara disclaims beneficial ownership of the shares of Preferred Stock and Common Stock beneficially owned by FGGP except to the extent of his pecuniary interest therein. |
| F8 | The securities are held directly by Mr. Cerminara in a joint account with his spouse. |
| F9 | Received in the Merger in exchange for Stock Options to purchase shares of Company Common Stock (a "Company Stock Option"). At the Effective Time, each Company Stock Option was converted into a stock option to acquire the number of shares of Parent Common Stock equal to the product of (i) the number of shares subject to such Company Stock Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. |
| F10 | The Parent Stock Option provides for vesting in five equal annual installments on the first anniversary of the grant date, which was January 26, 2018, and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to the Parent Stock Option immediately prior to the Effective Time. |
| F11 | The Parent Stock Option provides for vesting in five equal annual installments on the first anniversary of the grant date, which was June 6, 2019, and will continue to be governed by the same terms and conditions, including vesting terms and exercise price, as were applicable to the Parent Stock Option immediately prior to the Effective Time. |