FGF / Fundamental Global Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FG NEXUS INC. f/k/a FUNDAMENTAL GLOBAL INC. 6408 Bannington Road Charlotte, NC 28226

FG NEXUS INC. f/k/a FUNDAMENTAL GLOBAL INC. 6408 Bannington Road Charlotte, NC 28226 September 5, 2025 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: [FG Nexus, Inc. f/k/a] Fundamental Global, Inc. Request to Withdraw Registration Statement on Form S-3 (File No. 333-289374) Ladies and Gentle

As filed with the Securities and Exchange Commission on September 3, 2025

As filed with the Securities and Exchange Commission on September 3, 2025 Registration No.

Calculation of Filing Fee Table Form S-3 (Form Type) Fundamental Global Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Fundamental Global Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FUNDAMENTAL GLOBAL INC. (Name of Reg

ORDER FORM

Exhibit 10.3 Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential and has been marked with “ ” to indicate where redactions have been made. ORDER FORM Anchorage Contact Client Contact Name: Ryan Porter Name: Mark Roberson Email: [email protected] Email:

BITGO CUSTODIAL SERVICES AGREEMENT

Exhibit 10.4 Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential and has been marked with “ ” to indicate where redactions have been made. BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective D

Fundamental Global Inc.’s CEO of Digital Assets, Maja Vujinovic, to Join Anchorage Digital’s Livestream on September 3, 2025

Exhibit 99.1 Fundamental Global Inc.’s CEO of Digital Assets, Maja Vujinovic, to Join Anchorage Digital’s Livestream on September 3, 2025 Charlotte, NC –September 2, 2025 - Fundamental Global Inc (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Nexus”) today announced that Maja Vujinovic, CEO of Digital Assets, will join Anchorage Digital’s upcoming livestream on September 3rd at 12pm ET. The livestrea

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): September 2, 2025 FUNDAMENTAL GLO

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): September 2, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizat

As filed with the Securities and Exchange Commission on August 27, 2025

As filed with the Securities and Exchange Commission on August 27, 2025 Registration No.

ORDER FORM

Exhibit 10.1 Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential and has been marked with “ ” to indicate where redactions have been made. ORDER FORM Anchorage Contact Client Contact Name: Ryan Porter Name: Mark Roberson Email: [email protected] Email:

BITGO CUSTODIAL SERVICES AGREEMENT

Exhibit 10.2 Certain identified information has been excluded from this Exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential and has been marked with “ ” to indicate where redactions have been made. BITGO CUSTODIAL SERVICES AGREEMENT This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective D

EX-99.1

Exhibit 99.1

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): August 25, 2025 FUNDAMENTAL GLOBA

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): August 25, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizatio

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): August 25, 2025 FUNDAMENTAL GLOBA

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): August 25, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizatio

FUNDAMENTAL GLOBAL INC. ACCELERATES TOTAL ETH HOLDINGS TO 48,545 Recent Purchases include 1,111 ETH at an Average Price of $4,341

Exhibit 99.1 FUNDAMENTAL GLOBAL INC. ACCELERATES TOTAL ETH HOLDINGS TO 48,545 Recent Purchases include 1,111 ETH at an Average Price of $4,341 Charlotte, NC – August 25, 2025 - Fundamental Global Inc (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Nexus”), today announced its current ETH position increased to 48,545 ETH as of August 25, 2025, following a series of additional purchases and reflecting t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement FUNDAMENTAL GLOBAL INC. (Name of Reg

FUNDAMENTAL GLOBAL INC. STRENGTHENS BOARD OF DIRECTORS WITH APPOINTMENT OF BLOCKCHAIN PIONEER MAJA VUJINOVIC AND SUCESSFUL SERIAL ENTERPRENEUR & VENTURE CAPITALIST JOSE VARGAS Strategic Leadership Additions Reinforce Company’s Ethereum Treasury Strat

Exhibit 99.1 FUNDAMENTAL GLOBAL INC. STRENGTHENS BOARD OF DIRECTORS WITH APPOINTMENT OF BLOCKCHAIN PIONEER MAJA VUJINOVIC AND SUCESSFUL SERIAL ENTERPRENEUR & VENTURE CAPITALIST JOSE VARGAS Strategic Leadership Additions Reinforce Company’s Ethereum Treasury Strategy and Public Markets Expertise Charlotte, NC – August 14, 2025 – Fundamental Global Inc. (Nasdaq: FGNX, FGNXP) (the “Company” or “FG Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. 1) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FUNDAMENTAL GLOBAL

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): August 14, 2025 FUNDAMENTAL GLOBA

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): August 14, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizatio

EX-99.1

Exhibit 99.1

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): August 13, 2025 FUNDAMENTAL GLOBA

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): August 13, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizatio

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): August 11, 2025 FUNDAMENTAL GLOBA

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): August 11, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizatio

FUNDAMENTAL GLOBAL INC. ANNOUNCES TICKER SYMBOL CHANGES EFFECTIVE AUGUST 11, 2025

Exhibit 99.1 FUNDAMENTAL GLOBAL INC. ANNOUNCES TICKER SYMBOL CHANGES EFFECTIVE AUGUST 11, 2025 Charlotte, NC – August 11, 2025 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP), (the “Company” or “FG Nexus”), today announced that its ticker symbol will change to NASDAQ: FGNX for its Common Stock and NASDAQ: FGNXP for its Series A Preferred Shares, replacing the previous symbols “FGF” and “FGFPP,” res

FUNDAMENTAL GLOBAL INC. ANNOUNCES TICKER SYMBOL CHANGES EFFECTIVE AUGUST 11, 2025

Exhibit 99.1 FUNDAMENTAL GLOBAL INC. ANNOUNCES TICKER SYMBOL CHANGES EFFECTIVE AUGUST 11, 2025 Charlotte, NC – August 11, 2025 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP), (the “Company” or “FG Nexus”), today announced that its ticker symbol will change to NASDAQ: FGNX for its Common Stock and NASDAQ: FGNXP for its Series A Preferred Shares, replacing the previous symbols “FGF” and “FGFPP,” res

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): August 11, 2025 FUNDAMENTAL GLOBA

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): August 11, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizatio

FUNDAMENTAL GLOBAL INC. Shares of Common Stock ATM Sales Agreement

Exhibit 10.13 FUNDAMENTAL GLOBAL INC. Shares of Common Stock ATM Sales Agreement August 7, 2025 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: Fundamental Global Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, fro

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Provides Significant Financial Flexibility to Support Evolution to Leading Ethereum Treasury Company

Exhibit 99.2 FUNDAMENTAL GLOBAL INC. FILES $5 BILLION SHELF REGISTRATION TO FUEL ETHEREUM ACCUMULATION STRATEGY Provides Significant Financial Flexibility to Support Evolution to Leading Ethereum Treasury Company Charlotte, NC – August 8, 2025 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP) the premier Ethereum pure-play treasury company and soon to be renamed FG Nexus Inc. (the “Company” or “FG Ne

SIDE LETTER AGREEMENT

Exhibit 10.1 EXECUTION VERSION SIDE LETTER AGREEMENT This Side Letter Agreement (this “Agreement”) is made as of August 4, 2025, by and between Fundamental Global, Inc., a Nevada corporation (the “Company”) and OGroup LLC, a Delaware limited liability company (the “OGroup” and together with the Company, the “Parties” and each individually, a “Party”). On or about the date hereof, the Company is ex

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Net Proceeds Will Immediately Fund Ethereum (ETH) Acquisition Strategy Maja Vujinovic, an Early Blockchain Pioneer, to Lead the Digital Asset Business Fundamental Global Inc. to be Renamed FG Nexus Inc.

Exhibit 99.1 FUNDAMENTAL GLOBAL INC. SUCCESSFULLY CLOSES $200 MILLION PRIVATE PLACEMENT TO ACCELERATE ETHEREUM TREASURY STRATEGY Net Proceeds Will Immediately Fund Ethereum (ETH) Acquisition Strategy Maja Vujinovic, an Early Blockchain Pioneer, to Lead the Digital Asset Business Fundamental Global Inc. to be Renamed FG Nexus Inc. Charlotte, NC – August 5, 2025 - Fundamental Global Inc. (Nasdaq: FG

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): August 4, 2025 FUNDAMENTAL GLOBAL

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): August 4, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

EMPLOYMENT AGREEMENT

Exhibit 10.6 EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2025, by and between Fundamental Global, Inc., a Nevada corporation (the “Company”), and Maja Vujinovic (the “Executive”). WHEREAS, the Company is in the process of forming a Digital Assets Division (the “Digital Assets Division”) to, among other things, advance th

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

EMPLOYMENT AGREEMENT

Exhibit 10.7 EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2025, by and between Fundamental Global, Inc., a Nevada corporation (the “Company”), and Jose Vargas (the “Executive”). WHEREAS, the Company is in the process of forming a Digital Assets Division (the “Digital Assets Division”) to, among other things, advance the C

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

EMPLOYMENT AGREEMENT

Exhibit 10.8 EXECUTION COPY EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 4, 2025, by and between Fundamental Global, Inc., a Nevada corporation (the “Company”), and Theodore Rosenthal (the “Executive”). WHEREAS, the Company is in the process of forming a Digital Assets Division (the “Digital Assets Division”) to, among other things, advanc

COMMON STOCK PURCHASE WARRANT fundamental global INC.

Exhibit 10.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Fundamental Global Inc.

As filed with the Securities and Exchange Commission on August 7, 2025

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

Sales Agreement with ThinkEquity LLC

Exhibit 1.2 FUNDAMENTAL GLOBAL INC. Shares of Common Stock ATM Sales Agreement August 7, 2025 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: Fundamental Global Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from

Consent of Holland & Hart LLP (included in Exhibit 5.3)

Exhibit 5.3 August 7, 2025 Fundamental Global Inc. 6408 Bannington Road Charlotte, North Carolina 28226 Re: Registration Statement on Form S-3 We have acted as special Nevada counsel to Fundamental Global Inc., a Nevada corporation (the “Company”), in connection with the issuance and sale, from time to time, of the shares of common stock, $0.001 par value per share of the Company (the “ATM Shares”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of regis

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 1, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization

FUNDAMENTAL GLOBAL INC. ANNOUNCES FORMATION OF FG CVR TRUST AND $10.00 PER SHARE SPECIAL DISTRIBUTION

Exhibit 99.1 FUNDAMENTAL GLOBAL INC. ANNOUNCES FORMATION OF FG CVR TRUST AND $10.00 PER SHARE SPECIAL DISTRIBUTION Special Distribution of Rights to Shareholders of Record as of August 8, 2025 Book Value of Trust Assets > $40 million & >$30 per Common Share Charlotte, NC – August 1, 2025 – Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental Global”), which will soon change

Fundamental Global Inc. Announces $200 Million Private Placement and Launches Ethereum Treasury Strategy on Ethereum’s 10th Birthday Led By Visionary Team Bridging Wall Street, DeFi and Web3 Fundamental Global Inc. to be Renamed FG Nexus Inc. Fundame

Exhibit 99.1 Fundamental Global Inc. Announces $200 Million Private Placement and Launches Ethereum Treasury Strategy on Ethereum’s 10th Birthday Led By Visionary Team Bridging Wall Street, DeFi and Web3 Fundamental Global Inc. to be Renamed FG Nexus Inc. Fundamental Global Co-Founder Joe Moglia to serve as Executive Advisor to the Company Maja Vujinovic, an Early Blockchain Pioneer, to Lead the D

Asset Management Agreement, dated July 29, 2025, between FX Nexus LLC and Galaxy Digital Capital Management LP

Exhibit 10.4 [Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and attachments to this exhibit have been omitted. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.] ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective July 21, 2025 (the “Effective Date”), is entered into by and between FG Nexus LLC

Form of Automatically Exercisable Pre-Funded Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

Form of Optionally Exercisable Pre-Funded Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FUNDAMENTAL GLOBAL INC. (Name of Reg

Form of Placement Agent Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): July 29, 2025 FUNDAMENTAL GLOBAL

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): July 29, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization)

Form of Registration Rights Agreement, dated as of July 29, 2025, between Fundamental Global Inc. and each Purchaser (as defined therein)

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July , 2025, between Fundamental Global Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agr

Form of Securities Purchase Agreement, dated as of July 29, 2025, between Fundamental Global Inc. and each Purchaser (as defined therein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July , 2025, between Fundamental Global Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

Placement Agency Agreement, dated July 29, 2025, between Fundamental Global Inc. and ThinkEquity LLC

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT July 29, 2025 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by Fundamental Global Inc., a corporation formed under the laws of the State of Nevada (th

Agreement between FG Reinsurance Holdings, LLC and ISMIE UK Limited dated March 14, 2025.

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential and has been marked with “[***]” to indicate where omissions have been made. Dated March 14, 2025 (1) FG REINSURANCE HOLDINGS, LLC - and - (2) ISMIE UK LIMITED AGREEMENT FOR THE SALE AND PURCHASE O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36366 Fundamen

FUNDAMENTAL GLOBAL INC. Consolidated Balance Sheets ($ in thousands)

Exhibit 99.1 Fundamental Global Inc. Reports Fourth Quarter and Full Year 2024 Financial Results Mooresville, NC – April 1, 2025 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental Global”) today announced results for the fourth quarter and full year ended December 31, 2024. Kyle Cerminara, Chairman and Chief Executive Officer commented, “During 2024, we implemented initi

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 1, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization)

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Insider Trading Policy

Exhibit 19.1 FUNDAMENTAL GLOBAL INC. (the “Company”) INSIDER TRADING POLICY I. Introduction The purpose of this Insider Trading Policy (this “Policy”) is to promote compliance with applicable securities laws by the Company and its subsidiaries and all directors, officers and employees thereof, and to preserve the reputation and integrity of the Company as well as that of persons affiliated therewi

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Registrant’s subsidiaries

Exhibit 21.1 SUBSIDIARIES Fundamental Global Reinsurance, Ltd., a Cayman Islands Company FG Strategic Consulting, LLC, a Delaware Company FG Management Solutions, LLC, a Delaware Company Fundamental Global Asset Management, LLC, a Delaware Company FG Reinsurance Holdings, LLC, a Delaware Company FG Re Solutions, Ltd, a Bermuda Company Sponsor Protection and Coverage Risk, Inc, a South Carolina Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36366 Fundamental Global Inc. (E

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement

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): March 14, 2025 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of (Commission (IRS Employer inc

Submission of Matters to a Vote of Security Holders

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): December 19, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of (Commission (IRS Employer

ICCT / iCoreConnect Inc. / FG Financial Group, Inc. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) iCoreConnect, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 450958103 (CUSIP Number) Fundamental Global Inc. 108 Gateway Blvd. Ste. 204 Mooresville, NC 28117 704-994-8279 (Name, Address and Telephone Number of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Fundamental Global Inc. Reports Third Quarter 2024 Financial Results

Exhibit 99.1 Fundamental Global Inc. Reports Third Quarter 2024 Financial Results Mooresville, NC – November 14, 2024 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental Global”) today announced results for the third quarter ended September 30, 2024. Kyle Cerminara, Chairman and Chief Executive Officer commented, “Earlier this year, we outlined our commitment to streamlin

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 14, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of (Commission (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

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 28, 2024 Fundamental Global Inc. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction (Commission (I.R.S. Employer o

Certificate of Change of Fundamental Global Inc. (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 30, 2024).

Exhibit 3.1

Fundamental Global Inc. Announces Reverse Stock Split

Exhibit 99.1 Fundamental Global Inc. Announces Reverse Stock Split Mooresville, NC, October 28 ,2024 (GLOBE NEWSWIRE) – Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (“Fundamental Global”) today announced that it will effect a one (1)-for-twenty-five (25) reverse stock split of its outstanding common stock, effective October 31, 2024 at 5:00 p.m., Eastern Time. The Company’s common stock should beg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ICCT / iCoreConnect Inc. / FG Financial Group, Inc. Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 iCoreConnect, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 450958103 (CUSIP Number) Fundamental Global Inc. 108 Gateway Blvd. Ste. 204 Mooresville, NC 28117 704-994-8279 (Name, Address and Telephone Number of Person Authorized to

Business Combination Advances Strategic Streamlining Efforts

Exhibit 99.1 Fundamental Global Completes Combination with Strong Global Entertainment Business Combination Advances Strategic Streamlining Efforts Mooresville, NC, September 30, 2024 – Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (“Fundamental Global”) has completed its combination with Strong Global Entertainment, Inc. (NYSE: SGE) (“Strong Global Entertainment”) pursuant to a previously announce

Regulation FD Disclosure, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 30, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of (Commission (IRS Employer

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 14, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of (Commission (IRS Employer in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of regis

Fundamental Global Inc. Reports Second Quarter 2024 Financial Results

Exhibit 99.1 Fundamental Global Inc. – Fiscal Year 2024 Second Quarter 2024 Results Fundamental Global Inc. Reports Second Quarter 2024 Financial Results Mooresville, NC – August 14, 2024 - Fundamental Global Inc. (Nasdaq: FGF, FGPP) (the “Company” or “Fundamental Global”), formerly known as FG Financial Group, Inc. (“FG Financial”), today announced results for the second quarter ended June 30, 20

PROSPECTUS FOR UP TO 3,500,000 SHARES OF COMMON STOCK OF FUNDAMENTAL GLOBAL INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280346 PROSPECTUS FOR UP TO 3,500,000 SHARES OF COMMON STOCK OF FUNDAMENTAL GLOBAL INC. On behalf of the Board of Directors of Fundamental Global Inc. and Strong Global Entertainment, Inc., we are pleased to provide the accompanying proxy statement/prospectus relating to the proposed combination of these companies pursuant to an Arrangement Agr

July 29, 2024

July 29, 2024 VIA EDGAR Robert Arzonetti U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Acceleration Request for Fundamental Global Inc. Registration Statement on Form S-4, as amended by Amendment No. 1 (File No. 333-280346) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 18, 2024 FUNDAMENTAL GLOBAL INC.

As filed with the United States Securities and Exchange Commission on July 19, 2024

As filed with the United States Securities and Exchange Commission on July 19, 2024 Registration No.

* * * * *

July 19, 2024 VIA EDGAR Division of Corporation Finance Office of Finance United States Securities and Exchange Commission Washington, DC 20549 Attn: Robert Arzonetti James Lopez Re: Fundamental Global Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Fundamental Global Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 18, 2024 FUNDAMENTAL GLOBAL INC.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Fundamental Global Inc.

FG GROUP HOLDINGS INC. Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 FG Group Holdings Inc. and Subsidiaries INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 FG GROUP HOLDINGS INC. Consolidated Financial Statements For the Years Ended December 31, 2023 and 2022 FG Group Holdings Inc. and Subsidiaries INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page No Report of Independent Registered Public Accounting Firm (PCAOB ID: 200) 1 Consolidated Financial Statements Consolidated Balance Sheets—December 31, 2023 and 2022 4 Consolidated Statements of

As filed with the United States Securities and Exchange Commission on June 20, 2024

As filed with the United States Securities and Exchange Commission on June 20, 2024 Registration No.

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): May 31, 2024 FUNDAMENTAL GLOBAL I

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): May 31, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization)

Fundamental Global Inc. and Strong Global Entertainment, Inc. Enter Into Definitive Plan of Arrangement

Exhibit 99.1 Fundamental Global Inc. and Strong Global Entertainment, Inc. Enter Into Definitive Plan of Arrangement Mooresville, NC – May 31, 2024 – Subsidiaries of Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental Global”) and Strong Global Entertainment, Inc. (NYSE American: SGE) (“Strong Global Entertainment”) have entered into a definitive arrangement agreement and p

Arrangement Agreement, including Plan of Arrangement, by and among FG Holdings Quebec Inc., Strong Global Entertainment, Inc., and 1483530 B.C. LTD., dated May 31, 2024

Exhibit 2.1 [Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain term to this exhibit have been omitted as they are both not material and of the type that the registrant treats as private or confidential. A copy of unredacted copy of the exhibit will be furnished supplementally to the SEC upon request.] [Exhibits and schedules to this Exhibit have been omitted pursuant to Regulation S-K Item

Fundamental Global Inc. Reports First Quarter 2024 Financial Results

Exhibit 99.1 Fundamental Global Inc. Reports First Quarter 2024 Financial Results Mooresville, NC – May 20, 2024 - Fundamental Global Inc. (Nasdaq: FGF, FGFPP) (the “Company” or “Fundamental Global”), formerly known as FG Financial Group, Inc. (“FG Financial”), today announced results for the first quarter ended March 31, 2024. As previously announced, FG Financial and FG Group Holdings Inc. (“FG

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 20, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 Fundamental Global Inc. (Exact name of regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-36366 CUSIP NUMBER 30259W104 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Letter from BDO USA, P.C. addressed to the Securities and Exchange Commission, dated as of April 3, 2024

Exhibit 16.1 April 3, 2024 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 1, 2024, to be filed by our former client, Fundamental Global Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 April 1, 2024 Date of Report (Date of earliest event reported) FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of (Commission (I.R.S. Employer in

Subsidiaries List

Exhibit 21.1 SUBSIDIARIES Fundamental Global Reinsurance, Ltd., a Cayman Islands Company FG Strategic Consulting, LLC, a Delaware Company FG Management Solutions, LLC, a Delaware Company Fundamental Global Asset Management, LLC, a Delaware Company FG Reinsurance Holdings, LLC, a Delaware Company FG Re Solutions, Ltd, a Bermuda Company Sponsor Protection and Coverage Risk, Inc, a South Carolina Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36366 Fundamental Global Inc. (E

Fundamental Global Inc. Reports Fourth Quarter and Full Year 2023 Financial Results Continued Growth in Reinsurance and Investment Results leads to Net Income in 2023

Exhibit 99.1 Fundamental Global Inc. Reports Fourth Quarter and Full Year 2023 Financial Results Continued Growth in Reinsurance and Investment Results leads to Net Income in 2023 Mooresville, NC – March 14, 2024 - Fundamental Global Inc. (Nasdaq: FGF) (the “Company” or “Fundamental Global”), formerly known as FG Financial Group, Inc., today announced results for the fourth quarter and full year e

FG Financial Group, Inc. Clawback Policy

Exhibit 97 FG Financial Group, Inc. Clawback Policy This Clawback Policy (this “Policy”) has been adopted by the Board of Directors (the “Board”) of FG Financial Group, Inc. a Nevada corporation. (the “Company”) in accordance with the listing requirements adopted by the NASDAQ Stock Market LLC (“NASDAQ”) in the form of Listing Rule 5608 (“Rule 5608”) that implements the incentive-based compensatio

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 14, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organization

Joint Filing Agreement.

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Fundamental Global Inc. and further agree that this Joint Filing Agreement be

FGF / FG Financial Group, Inc. / Fundamental Global GP, LLC Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 18)* Fundamental Global Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Clas

Certificate of Amendment to Amended and Restated Articles of Incorporation of Fundamental Global Inc. (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 29, 2024).

Exhibit 3.1

Regulation FD Disclosure, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): February 29, 2024 FUNDAMENTAL GLOBAL INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizat

FG Financial Group, Inc. and FG Group Holdings Inc. Complete Merger FG Financial Group, Inc. Renamed to Fundamental Global Inc. New Leadership and Governance Structure in Place

Exhibit 99.1 FG Financial Group, Inc. and FG Group Holdings Inc. Complete Merger FG Financial Group, Inc. Renamed to Fundamental Global Inc. New Leadership and Governance Structure in Place Mooresville, NC – February 29, 2024 – FG Financial Group, Inc. (Nasdaq: FGF, FGFPP) (“FG Financial”) and FG Group Holdings Inc. (“FG Group Holdings”) today announced that they have completed the previously anno

INFORMATION STATEMENT OF FG FINANCIAL GROUP, INC. CONSENT SOLICITATION STATEMENT OF FG GROUP HOLDINGS INC. PROSPECTUS FOR 19,708,184 SHARES OF COMMON STOCK OF FG FINANCIAL GROUP, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276432 INFORMATION STATEMENT OF FG FINANCIAL GROUP, INC. CONSENT SOLICITATION STATEMENT OF FG GROUP HOLDINGS INC. PROSPECTUS FOR 19,708,184 SHARES OF COMMON STOCK OF FG FINANCIAL GROUP, INC. On behalf of the boards of directors of FG Financial Group, Inc. (“FGF”) and FG Group Holdings Inc. (“FGH”), we are pleased to enclose the accompanying inf

January 24, 2023

January 24, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: FG Financial Group, Inc. - Acceleration Request Registration Statement on Form S-4 (File No. 333-276432) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, FG Financ

Operating Agreement of FG Group LLC.

Exhibit 3.2 OPERATING AGREEMENT FG GROUP LLC A Nevada Limited Liability Company ARTICLE 1. FORMATION 1 ARTICLE 2. DEFINITIONS 2 ARTICLE 3. NATURE OF BUSINESS 3 ARTICLE 4. ACCOUNTING AND RECORDS 3 ARTICLE 5. NAME AND ADDRESS OF MEMBER 4 ARTICLE 6. MANAGEMENT 4 ARTICLE 7. CONTRIBUTIONS 7 ARTICLE 8. DISTRIBUTIONS 7 ARTICLE 9. TAXES 7 ARTICLE 10. DISPOSITION OF MEMBERSHIP INTEREST, WITHDRAWAL; ADMISSI

Form of Stockholder Written Consent of FG Group Holdings Inc.

Exhibit 99.1 FG GROUP HOLDINGS INC. STOCKHOLDER WRITTEN CONSENT 1. The undersigned is a stockholder of record as of January 3, 2024, of the number of shares of common stock, par value $0.01 per share (the “FGH Common Stock”), of FG Group Holdings Inc., a Nevada corporation (the “Company”), specified below and is executing this Stockholder Written Consent in accordance with Section 78.320 and Secti

As filed with the United States Securities and Exchange Commission on January 8, 2024

As filed with the United States Securities and Exchange Commission on January 8, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FG Financial Group, Inc.

Form of Director and Officer Indemnification Agreement

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made this day of , 20 by and between Fundamental Global Inc., a Nevada corporation (the “Corporation”), and (the “Director and/or Officer”). WHEREAS the Director and/or Officer has agreed to serve, or continue to serve, as a director and/or officer of the Corporation or as a director, officer, trustee, manager, participating member and/or in

Subsidiaries List.

Exhibit 21.1 SUBSIDIARIES FG Group LLC, a Nevada limited liability company Fundamental Global Reinsurance, Ltd., a Cayman Islands company FG Strategic Consulting, LLC, a Delaware limited liability company FG Management Solutions, LLC, a Delaware limited liability company Fundamental Global Asset Management, LLC, a Delaware limited liability company FG Reinsurance Holdings, LLC, a Delaware limited

Articles of Organization of FG Group LLC.

Exhibit 3.1

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 3, 2024 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation or organizati

FG Financial Group, Inc. and FG Group Holdings Inc. Sign Definitive Plan of Merger to form Fundamental Global Inc. Combined Company to Benefit from Anticipated Significant Expense Savings, Improved Scale and Capital Efficiency Represents Over $110 Mi

Exhibit 99.1 FG Financial Group, Inc. and FG Group Holdings Inc. Sign Definitive Plan of Merger to form Fundamental Global Inc. Combined Company to Benefit from Anticipated Significant Expense Savings, Improved Scale and Capital Efficiency Represents Over $110 Million in Combined Total Assets and $65 Million in Combined Annual Revenue1 Charlotte, NC – January 3, 2024 – FG Financial Group, Inc. (Na

Plan of Merger by and between FG Financial Group, Inc., FG Group Holdings Inc. and FG Group LLC, dated January 3, 2024

Exhibit 2.1 PLAN OF MERGER AMONG FG FINANCIAL GROUP, INC., a Nevada Corporation FG GROUP LLC, a Nevada limited liability company; AND FG GROUP HOLDINGS INC., a Nevada corporation. Dated: January 3, 2024 PLAN OF MERGER This PLAN OF MERGER (this “Plan”), dated January 3, 2024, is made and entered into by and among FG GROUP LLC, a Nevada limited liability company (the “Acquirer”) having its principal

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): December 6, 2023 FG FINANCIAL GRO

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): December 6, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

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): November 9, 2023 FG FINANCIAL GRO

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): November 9, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

FG Financial Group, Inc. Reports Third Quarter 2023 Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports Third Quarter 2023 Financial Results 11/09/2023 FG Financial Reports Profitable Quarter With $5.6 Million Net Income and Accretion in Shareholders’ Equity ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced results for the third quarter and nine months ended September 30, 2023. FG Financial is a reinsurance and asset ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 10, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

FG Financial Group, Inc. Reports Second Quarter 2023 Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports Second Quarter 2023 Financial Results 08/xx/2023 FG Financial Group Continues to Achieve Increase in Net Reinsurance Premiums Earned, Net Investment Income, and Sees Progress in Strategic Merchant Banking ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced results for the second quarter and six months ended June 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of regi

Investor Presentation, dated July 2023.

Exhibit 1.1

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): July 3, 2023 FG FINANCIAL GROUP,

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): July 3, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on June 16, 2023

S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on June 16, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG Financial Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 46-1119100 (State or Other Jurisdiction of (I.R.S. Employer Incorp

As filed with the Securities and Exchange Commission on June 16, 2023

As filed with the Securities and Exchange Commission on June 16, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FG Financial Group, Inc.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FG Financial Group, Inc.

Underwriting Agreement, dated May 18, 2021, by and between FG Financial Group, Inc. and ThinkEquity LLC.

Exhibit 1.1 EXECUTION VERSION UNDERWRITING AGREEMENT between FG FINANCIAL GROUP, INC. and ThinkEquitY LLC as Representative of the Several Underwriters FG FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT New York, New York May 30, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentle

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): May 26, 2023 FG FINANCIAL GROUP,

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): May 26, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fil

FG Financial Group Announces Pricing of Public Offering

Exhibit 99.1 FG Financial Group Announces Pricing of Public Offering 05/30/2023 ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global®, a private partnership led by Kyle Cerminara and Joe Moglia, a

FG Financial Group Announces Closing of Public Offering

Exhibit 99.2 FG Financial Group Announces Closing of Public Offering 06/02/2023 ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global®, a private partnership led by Kyle Cerminara and Joe Moglia, a

The date of this prospectus supplement is May 30, 2023 Table of Contents

Filed Pursuant to Rule 424(b)(5) Registration No. 333-253285 PROSPECTUS SUPPLEMENT (to Prospectus Dated April 9, 2021) 865,000 Shares of Common Stock FG Financial Group, Inc. We are offering 865,000 shares of our common stock, par value $0.001 per share, at an offering price of $1.85 per share, pursuant to this prospectus supplement and the accompanying base prospectus. Our common stock is traded

FG Financial Group’s Reinsurance Division Achieving Strong Financial Performance; Expects Growing Fee Revenue in 2023

Exhibit 99.1 FG Financial Group’s Reinsurance Division Achieving Strong Financial Performance; Expects Growing Fee Revenue in 2023 05/30/2023 Reinsurance Division Achieved Over $1 Million in Net Underwriting Profit in Q1 2023 Focus on Fee-Based Revenue Gaining Traction ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced that its reinsurance division achieved net un

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

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): May 30, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fil

ThinkEquity The date of this prospectus supplement is May 26, 2023.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-253285 PROSPECTUS SUPPLEMENT No. 1 (To the Prospectus dated April 9, 2021 and the Prospectus Supplement, dated November 3, 2022) Up to $2,575,976 Common Stock FG Financial Group, Inc This prospectus supplement (this “Supplement”) amends and supplements the prospectus supplement dated November 3, 2022 (the “Original Prospectus Supplement”). This

The date of this prospectus supplement is , 2023 Table of Contents

Filed Pursuant to Rule 424(b)(5) Registration No. 333-253285 The information in this preliminary prospectus supplement, relating to an effective registration statement under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to

FWP

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): May 24, 2023 FG FINANCIAL GROUP,

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): May 24, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fil

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): May 12, 2023 FG FINANCIAL GROUP,

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): May 12, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fil

FG Financial Group, Inc. Reports First Quarter 2023 Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports First Quarter 2023 Financial Results 05/12/2023 FG Financial Group Sees Growth in Both Net Premiums Earned and Net Investment Income Resulting in Strong Net Profitability for the Quarter ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced results for the first quarter ended March 31, 2023. FG Financial is a reinsurance

FG Financial Group, Inc. 2023 Employee Share Purchase Plan

Exhibit 10.2 FG Financial Group Inc. 2023 Employee Share Purchase Plan, Effective May 16, 2023 1. PURPOSE The FG Financial Group Inc. 2023 Employee Share Purchase Plan (the “Plan”) has been established to enable eligible employees of the Company to acquire Common Shares in FG Financial Group, Inc. in a convenient and systematic manner, so as to encourage continued employee interest in the operatio

Amendment No. 1 to FG Financial Group, Inc. 2021 Equity Incentive Plan

Exhibit 10.1 AMENDMENT NO.1 TO FG FINANCIAL GROUP, INC. 2021 EQUITY INCENTIVE PLAN FG Financial Group, Inc., a Nevada corporation (the “Company”), adopted the 2021 Equity Incentive Plan on October 1, 2021 (as amended from time to time, the “Plan”). Prior to this Amendment No. 1 to the Plan (“Amendment No.1”), the number of shares of common stock, par value $0.001 per share (the “Shares”), of the C

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): May 16, 2023 FG FINANCIAL GROUP,

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): May 16, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of reg

Schedule 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) ☒ Definitive Information Statement FG FINANCIAL GROUP, INC. (Exact name

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF THE SECURITIES OF FG FINANCIAL GROUP, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summarizes the terms and provisions of the Common Stock and 8.00% Cumulative Preferred Stock, Series A, of FG Financial Group, Inc., a Nevada corporation (the “Company”). The Common Stock and 8.00% Cumulative Preferred Stock, Series A, are bot

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 24, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission F

Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2023).

Exhibit 4.1 FORM OF COMMON STOCK STOCK CERTIFICATE FG Financial Group, Inc. Incorporated under the Laws of the State of Nevada CUSIP: 30329Y 106 CERTIFICATE NUMBER: 001 This represents and certifies that CEDE & CO is the owner of [] fully paid and non-assessable shares of Common Stock of FG Financial Group, Inc. (the “Company”), par value $0.001 per share, transferable upon the books of the Compan

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36366 FG Financial Group, Inc. (

Registrant’s subsidiaries

Exhibit 21.1 SUBSIDIARIES Fundamental Global Reinsurance, Ltd., a Cayman Islands Company FG Strategic Consulting, LLC, a Delaware Company FG Management Solutions, LLC, a Delaware Company Fundamental Global Asset Management, LLC, a Delaware Company FG Reinsurance Holdings, LLC, a Delaware Company FG Re Solutions, Ltd, a Bermuda Company Sponsor Protection and Coverage Risk, Inc, a South Carolina Com

FG Financial Group, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports Fourth Quarter and Full Year 2022 Financial Results 03/24/2023 FG Financial Group Sees Strong Growth in Net Premiums Earned and Net Investment Income in 2022 Company Drives Expansion of Recently Formed Merchant Banking Division; Multiple Businesses in Attractive End Markets Now on Platform ITASCA, IL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Compa

Form of Global Certificate of Cumulative Preferred Stock, Series A (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed on March 24, 2023).

Exhibit 4.3 FORM OF 8.00% CUMULATIVE PREFERRED STOCK, SERIES A GLOBAL STOCK CERTIFICATE FG Financial Group, Inc. Incorporated under the Laws of the State of Nevada CUSIP: 30329Y 205 CERTIFICATE NUMBER: 001 This represents and certifies that CEDE & CO is the owner of [] fully paid and non-assessable shares of 8.00% Cumulative Preferred Stock, Series A, of FG Financial Group, Inc. (the “Company”), p

Other Events, Financial Statements and Exhibits

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): January 25, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

FG Financial Group Announces Formation of Craveworthy

EX-99.1 2 ex99-1.htm Exhibit 99.1 FG Financial Group Announces Formation of Craveworthy - Craveworthy Operates Growing Restaurant Brand Platform – - Second Project Under FG Financial Group’s Recently Launched Merchant Banking Division – - Project Launched in Partnership with Gregg Majewski, Former CEO of Jimmy John’s Gourmet Sandwiches – - Initial Platform will Include Four Brands with Six Cravewo

Investor Presentation, dated January 2023.

Exhibit 99.1

Other Events, Financial Statements and Exhibits

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): January 26, 2023 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

FGF / FG Financial Group Inc / LYNCH PETER S - SC 13G Passive Investment

SC 13G 1 tm233956d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FG Financial Group Inc (Name of Issuer) Common (Title of Class of Securities) 30259W104 (CUSIP Number) January 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Other Events, Financial Statements and Exhibits

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): December 21, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissio

FG Financial Group Announces Formation Of Reinsurance Sidecar To Support Growth of Reinsurance Business

Exhibit 99.1 FG Financial Group Announces Formation Of Reinsurance Sidecar To Support Growth of Reinsurance Business 12/21/2022 ST. PETERSBURG, FL ? FG Financial Group, Inc. (Nasdaq: FGF) (the ?Company?), today announced that the Company?s reinsurance subsidiary, FG Reinsurance Ltd (?FGRe?) has formed a reinsurance sidecar, FG Re Investors I LLC, to provide collateralized capacity to support their

Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 7, 2022

Exhibit 3.1

Articles of Incorporation, as filed with the Secretary of State of the State of Nevada

Exhibit 3.3

Bylaws of Fundamental Global Inc. (incorporated by reference to exhibit 3.4 to the Current Report on Form 8-K filed with the SEC on December 9, 2022).

Exhibit 3.4 BY-LAWS OF FG FINANCIAL GROUP, INC. ARTICLE I STOCKHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the Presiden

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): December 9, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 7, 2022

Exhibit 3.2

Submission of Matters to a Vote of Security Holders

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): December 6, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Press Release Issued by the Company on November 22, 2022

Exhibit 99.1

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): November 22, 2022 FG FINANCIAL GR

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): November 22, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commiss

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of FG Financial Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhib

FG Financial Group, Inc. Reports Third Quarter Financial Results

Exhibit 99-1 FG Financial Group, Inc. Reports Third Quarter Financial Results 11/09/2022 FG Financial Group Continues to Grow Its Reinsurance Business Company Expands Growth Strategy Through Formation of Merchant Banking Division ST. PETERSBURG, FL – FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), today announced results for the third quarter and nine months ended September 30, 2022. FG Fi

FGF / FG Financial Group Inc / Fundamental Global GP, LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 9, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Sales Agreement dated November 3, 2022 between FG Financial Group, Inc. and Think Equity

Exhibit 10.1 FG Financial Group, Inc. Up to $10,000,000 Shares of Common Stock ATM Sales Agreement November 3, 2022 ThinkEquity LLC 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: FG Financial Group, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with ThinkEquity LLC (the ?Agent?), as follows: 1. Issuance and Sale of Shares. The C

ThinkEquity The date of this prospectus supplement is November 3, 2022 Table of Contents

Filed Pursuant to Rule 424(b)(5) Registration. No. 333-253285 PROSPECTUS SUPPLEMENT (to Prospectus dated April 9, 2021) Up to $2,575,976 Common Stock FG Financial Group, Inc. We have entered into a sales agreement (the ?Sales Agreement?) with ThinkEquity LLC (?ThinkEquity? or the ?Sales Agent?) relating to shares of our common stock, $0.001 par value per share, offered by this prospectus supplemen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 3, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 19, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Agreement and Plan of Merger, dated as of October 19, 2022, by and between FG Financial Group, Inc., a Delaware corporation, and FG Financial Group, Inc., a Nevada corporation.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (?Agreement?), dated as of October 19, 2022, is entered into by and between FG Financial Group, Inc., a Delaware corporation (the ?Company?), and FG Financial Group, Inc.., a Nevada corporation and a wholly owned subsidiary of the Company (?NewCo?). WHEREAS, the Company, whose shares of common stock are registered pursuant

Agreement and Plan of Merger, dated as of October 19, 2022, by and between the Company and FG Financial Group, Inc., a Nevada corporation.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (?Agreement?), dated as of October 19, 2022, is entered into by and between FG Financial Group, Inc., a Delaware corporation (the ?Company?), and FG Financial Group, Inc.., a Nevada corporation and a wholly owned subsidiary of the Company (?NewCo?). WHEREAS, the Company, whose shares of common stock are registered pursuant

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 19, 2022 FG FINANCIAL GRO

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 19, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 11, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Certificate of Correction, dated October 11, 2022, to the Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of FG Financial Group, Inc.

Exhibit 3.1

Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of FG Financial Group, Inc., dated September 27, 2022.

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 27, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commis

Submission of Matters to a Vote of Security Holders

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): August 23, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissio

Shared Services Agreement, dated August 11, 2022, between Fundamental Global Management, LLC and registrant

Exhibit 10.1 SHARED SERVICES AGREEMENT THIS AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this ?Agreement?) is made as of August 11, 2022 (the ?Effective Date?) by and between FG Financial Group, Inc., a Delaware corporation (the ?Company?), and Fundamental Global Management, LLC, a Delaware limited liability company (the ?FGM?). Each party hereto shall be referred to as, individually, a ?Party?

FG Financial Group, Inc. Reports Second Quarter Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports Second Quarter Financial Results 8/11/2022 FG Financial Group Sees Reinsurance Premium Growth As It Continues to Expand Its Reinsurance Business Completes Fourth IPO on Its SPAC Platform ST. PETERSBURG, FL ? FG Financial Group, Inc. (Nasdaq: FGF) (the ?Company?), a reinsurance and asset management holding company focused on opportunistic collateralized

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of regi

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 11, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissio

Other Events

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): August 2, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, L.P. FUNDAMENTAL ACTIVIST FUND I, L.P. TRANSFER AND DISTRIBUTION AGREEMENT

Exhibit 99.1 FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, L.P. FUNDAMENTAL ACTIVIST FUND I, L.P. TRANSFER AND DISTRIBUTION AGREEMENT THIS TRANSFER AND DISTRIBUTION AGREEMENT is dated as of December 31, 2021 (this ?Agreement?), among Fundamental Global Partners, LP (?FGP?), Fundamental Global Partners QP, L.P. (?FGP QP?), Fundamental Global Partners Master Fund, L.P. (?FGP Master Fund?), Fundamental Ac

Fundamental Global

Exhibit 99.3 Fundamental Global? purchases additional shares of FG Financial Group, Inc. (Nasdaq:FGF) ? Continues to simplify its organizational structure MOORESVILLE, NC / July 14, 2022 / Fundamental Global?, a private partnership focused on long-term strategic holdings, filed an amendment to its Schedule 13D today, to reflect the recent purchases of 632,911 shares of common stock of FG Financial

FGF / FG Financial Group Inc / Fundamental Global GP, LLC - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of FG Financial Group, Inc. and further agree that this Joint Filing Agreement be included as an Exhib

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

FG Financial Group, Inc. Announces Closing of Public Offering

EX-99.1 2 ex99-1.htm Exhibit 99.1 FG Financial Group, Inc. Announces Closing of Public Offering 6/21/2022 ST. PETERSBURG, FL – FG Financial Group, Inc. (Nasdaq:FGF) (the “Company”), a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital in partnership with Fundamental Global® and, from time to time, othe

Other Events, Financial Statements and Exhibits

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): June 21, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

Underwriting Agreement, dated June 15, 2022, by and between FG Financial Group, Inc. and ThinkEquity LLC

Exhibit 1.1 UNDERWRITING AGREEMENT between FG FINANCIAL GROUP, INC. and THINKEQUITY LLC as Representative of the Several Underwriters FG FINANCIAL GROUP, INC. UNDERWRITING AGREEMENT New York, New York June 15, 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004 Ladies and Gentlemen: The undersig

FG Financial Group, Inc. Announces Pricing of Public Offering

Exhibit 99.1 FG Financial Group, Inc. Announces Pricing of Public Offering 6/15/2022 ST. PETERSBURG, FL ? FG Financial Group, Inc. (Nasdaq:FGF) (the ?Company?), a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating capital in partnership with Fundamental Global? and, from time to time, other strategic investors

The date of this prospectus is June 15, 2022 TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(1) Reg. No. 333-264735 PROSPECTUS 2,750,000 Shares Common Stock FG Financial Group, Inc. This is a firm commitment underwritten public offering of 2,750,000 shares of common stock, par value $0.001 per share, or Common Stock, of FG Financial Group, Inc., at a public offering price of $1.58 per share. Our Common Stock is traded on The Nasdaq Global Market tier of The N

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): June 15, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on June 14, 2022

As filed with the Securities and Exchange Commission on June 14, 2022 Reg. No. 333-264735 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 6331 46-1119100 (State or other jurisdiction of incorporation or o

FG FINANCIAL GROUP, INC. 360 Central Ave., Suite 800 St. Petersburg, Florida 33701

CORRESP 1 filename1.htm FG FINANCIAL GROUP, INC. 360 Central Ave., Suite 800 St. Petersburg, Florida 33701 June 13, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: John Stickel RE: FG Financial Group, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-264735) (the “Registration Statement”) Dear Mr

ThinkEquity LLC 17 State Street, 22nd Floor New York, New York 10004 June 13, 2022

CORRESP 1 filename1.htm ThinkEquity LLC 17 State Street, 22nd Floor New York, New York 10004 June 13, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: FG Financial Group, Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-264735) Ladies and Gentlemen: Pursuant to Rule 461 of the General

Issuer Free Writing Prospectus dated June 8, 2022

Issuer Free Writing Prospectus dated June 8, 2022 Filed Pursuant to Rule 433 Registration No. 333-264735

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) FG Financial Group, Inc.

As filed with the Securities and Exchange Commission on June 7, 2022

As filed with the Securities and Exchange Commission on June 7, 2022 Reg. No. 333-264735 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 6331 46-1119100 (State or other jurisdiction of incorporation or or

Form of Underwriting Agreement

EX-1.1 2 ex1-1.htm EXHIBIT 1.1 UNDERWRITING AGREEMENT between FG Financial Group, Inc. and ThinkEquity LLC as Representative of the Several Underwriters FG Financial Group, Inc. UNDERWRITING AGREEMENT New York, New York [], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004 Ladies and Gentlemen

Power of Attorney (included on signature page).

As filed with the Securities and Exchange Commission on May 31, 2022 Reg. No. 333-264735 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 6331 46-1119100 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) FG Financial Group, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 27, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission F

FG Financial Group, Inc. Reports First Quarter Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports First Quarter Financial Results 5/16/2022 Company Continues to Execute on SPAC Strategy with Two IPOs and Grows Reinsurance Premiums ST. PETERSBURG, FL ? FG Financial Group, Inc. (Nasdaq:FGF) (the ?Company?), a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36366 FG Financial Group, Inc. (Exact name of reg

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 16, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission F

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporati

Other Events

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): May 9, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on May 5, 2022

As filed with the Securities and Exchange Commission on May 5, 2022 Reg. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 6331 46-1119100 (State or other jurisdiction of incorporation or organization) (Primary Stan

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) FG Financial Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36366 FG Finan

FNHC / Federated National Holding Co. / FG Financial Group, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Final Amendment)* FEDNAT HOLDING COMPANY (Name of Issuer) Common Stock, par value $0.

FGF / FG Financial Group Inc / LYNCH PETER S - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FG Financial Group Inc (Name of Issuer) Common (Title of Class of Securities) 30259W104 (CUSIP Number) January 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Form of Non-Employee Director Restricted Share Unit Agreement under 2021 Equity Incentive Plan

Exhibit 10.16 FG Financial Group, Inc. 2021 Equity Incentive Plan NON-EMPLOYEE DIRECTOR RESTRICTED SHARE UNIT AGREEMENT Summary of Restricted Share Unit Award FG Financial Group, Inc. (the ?Company?) grants to the Grantee named below, in accordance with the terms of the FG Financial Group, Inc. 2021 Equity Incentive Plan (the ?Plan?) and this Non-Employee Director Restricted Share Unit Agreement (

Registrant’s subsidiaries

Exhibit 21.1 SUBSIDIARIES FG Reinsurance, Ltd., a Cayman Islands Company FG Strategic Consulting, LLC, a Delaware Company FG SPAC Solutions, LLC, a Delaware Company Fundamental Global Asset Management, LLC, a Delaware Company FG Reinsurance Holdings, LLC, a Delaware Company FG Re Solutions, Ltd, a Bermuda Company

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 30, 2022 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36366 FG Financial Group, Inc. (

FG Financial Group, Inc. Reports Fourth Quarter and Full-Year 2021 Financial Results

Exhibit 99.1 FG Financial Group, Inc. Reports Fourth Quarter and Full-Year 2021 Financial Results 3/30/2022 Company Continues to Advance SPAC Strategy and Grow Re-Insurance Premiums ST. PETERSBURG, FL ? FG Financial Group, Inc. (Nasdaq:FGF) (the ?Company?), a reinsurance and investment management holding company focused on opportunistic collateralized and loss capped reinsurance, while allocating

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter)

Reg. No. [?] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 46-1119100 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number) 360 Central Ave, Suite 800 St. Petersburg, FL 3

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): December 15, 2021 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commiss

2021 Equity Incentive Plan

Exhibit 10.1 FG FINANCIAL GROUP, INC. 2021 EQUITY INCENTIVE PLAN 1. Establishment, Purpose, Duration. a. Establishment. FG Financial Group, Inc. (the ?Company?) hereby establishes an equity compensation plan to be known as the FG Financial Group, Inc. 2021 Equity Incentive Plan (the ?Plan?). The Plan is effective as of October 1, 2021 (the ?Effective Date?), subject to the approval of the Plan by

Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FG FINANCIAL GROUP, INC. (PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) FG Financial Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify: 1. The name of the corporation is FG Financial Gr

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 9, 2021 FG FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36366 46-1119100 (State or other jurisdiction of incorporation) (Commissi

Investor Presentation dated December 2021

Exhibit 99.1