Fundamental Global Inc. SEC Filings

Fundamental Global Inc. discloses current beneficial ownership for several executives and directors, showing D. Kyle Cerminara holds 374,532 shares (29.1%) and total listed holdings of 469,055 shares. The Consenting Stockholders approved a PIPE Offering and issuance of Advisory and Manager Warrants because the shares issuable on Pre-Funded Warrants and other warrants could exceed the Nasdaq Rule 5635(d) threshold; approval was intended to ensure compliance.

Fundamental Global Inc. announced the appointment of two leaders from its Digital Assets division to the company's Board of Directors: Maja Vujinovic, the division's CEO, and Jose Vargas, the division's Head of Business Development.

The announcement was issued via a press release included as Exhibit 99.1 to this Form 8-K and the filing states that the information is furnished (not filed) under applicable SEC instructions.

Fundamental Global Inc. furnished an investor presentation that the company will use to describe its business to stockholders. The presentation is attached as Exhibit 99.1 and is explicitly furnished under Regulation FD, meaning it is provided to the public but is not being "filed" for purposes of Section 18 of the Exchange Act. The filing also lists an interactive data file as Exhibit 104 and identifies the companys registered securities: common stock (ticker FGNX) and 8.00% cumulative preferred stock, Series A (ticker FGNXP).

The report includes the companys state of incorporation and principal office city and provides an authorized signature from the Chief Financial Officer certifying the submission. No financial statements or earnings data are included in this disclosure.

Fundamental Global Inc. CFO Mark D. Roberson reported insider transactions dated 08/04/2025. The filing discloses a disposal of 12,083 common shares and the direct acquisition of pre-funded common stock purchase warrants for 30,000 shares. The warrants list a conversion/exercise price of $0.001 and show a $4.99 price in the filing; they become exercisable only after the company both increases authorized shares to 1,000,000,000 and the 21st day following a final information statement required under Nasdaq Rule 5635(d) (the "Initial Exercise Date"). The warrants have no expiration until fully exercised. The Form 4 is signed by Mr. Roberson on 08/08/2025 and identifies him as the company CFO.

Fundamental Global Inc. insiders and affiliated holding companies disclosed acquisitions that increase their potential stake in the company. The reporting group, including Fundamental Global GP, LLC and affiliated holding companies FG Financial Holdings, LLC and Fundamental Global Holdings, LLC, beneficially own 329,965 shares of common stock and 78,131 shares of 8.00% cumulative preferred stock, and acquired a total of 300,000 pre-funded common stock purchase warrants on 08/04/2025. The warrants are exercisable into common shares at a pre-funded exercise price and have no expiration until fully exercised, but exercise is conditioned on an approved increase in authorized shares to 1,000,000,000 and the later of certain Nasdaq Rule 5635(d) approvals, creating a timing constraint on conversion. The filing notes that officers D. Kyle Cerminara (CEO) and Joseph H. Moglia may be deemed beneficial owners of holdings held by the affiliated entities, while disclaiming direct ownership except to the extent of any pecuniary interest.

Kyle Cerminara, CEO and Chairman of Fundamental Global Inc. (ticker FGF), reported both a sale of common stock and acquisitions of derivative securities on 08/04/2025. He disposed of 45,609 shares of common stock while retaining and increasing indirect holdings through affiliated vehicles and family accounts.

Through Cerminara Capital LLC he acquired 225,000 common stock purchase warrants with a $5 exercise price, and 200,000 pre-funded common stock purchase warrants with a $0.001 exercise price (held indirectly). He also directly holds 100,000 pre-funded common stock purchase warrants. The warrants are subject to an Initial Exercise Date tied to charter amendments and Nasdaq Rule 5635(d) approval; certain warrants expire ten years from that date and are limited to 50% exercise until the company purchases $150 million in Ethereum tokens.

After these transactions, FG Financial Holdings LLC beneficially owns 329,965 shares of common stock; additional indirect holdings include 301 shares via a 401(k), 450 shares by spouse, and 167 shares by minor children. Mr. Cerminara disclaims beneficial ownership of FGFH/FGGP shares except to the extent of his pecuniary interest.

Maja Vujinovic, a director of Fundamental Global Inc., filed a Form 3 reporting beneficial ownership of a Common Stock Purchase Warrant covering 170,000 underlying shares with a $5 exercise price. The warrant’s exercise is conditioned on (i) effectiveness of articles of amendment to increase authorized shares to 1,000,000,000 and (ii) the 21st day following the final information statement for Nasdaq Rule 5635(d) approval (the Initial Exercise Date). The warrant expires ten years from the Initial Exercise Date and is limited to 50% exercise until the Company purchases $150 million in Ethereum tokens. The event date is 08/04/2025 and the form was signed 08/08/2025.

Jose J. Vargas, a director of Fundamental Global Inc. (ticker FGF), reported indirect beneficial ownership of derivative securities that can convert into up to 250,000 common shares: a Common Stock Purchase Warrant for 170,000 shares at an exercise price of $5 and a pre-funded common stock purchase warrant for 80,000 shares at an effective price of $0.001.

The warrants are held indirectly through Galeb3 Inc. and include explicit conditions: exercise is subject to an increase in authorized shares and a Nasdaq Rule 5635(d) approval timeline before initial exercise, the common warrant expires ten years from the initial exercise date, exercise of up to 50% of the common warrant is limited until the company purchases $150 million in Ethereum tokens, and the pre-funded warrant has no expiration until fully exercised.

Fundamental Global Inc. completed a private placement of pre-funded warrants to raise $200,000,000 in gross proceeds (net approximately $193 million) to support the company’s planned cryptocurrency acquisitions and to establish its cryptocurrency treasury operations. The offering consisted of pre-funded warrants to purchase up to 40,000,000 common shares at a purchase price of $5.00 per pre-funded warrant (nominal exercise price $0.001 per share); approximately 85% of those warrants include an automatic exercise feature. About 89% of proceeds were paid in U.S. dollars, ~10% in ETH and the remainder in BTC and USDC.

The company entered a side letter with OGroup LLC granting rights to designate two board nominees and issued warrants to certain OGroup designees. The board was increased from seven to nine members and two designated directors were appointed and employed by the company under at-will agreements. The company also issued warrants totaling 680,000 shares to several managers and entered an at-the-market Sales Agreement with ThinkEquity LLC to offer additional common shares, subject to commission and expense reimbursement arrangements. Executive compensation arrangements for digital-assets division leaders include a $600,000 base salary for the CEO role and targeted bonuses equal to 50% of salary, with typical vesting schedules and limited severance provisions.