Fundamental Global director discloses 170k warrants and 80k pre-funded warrants

Rhea-AI Filing Summary

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.

Positive

• Director disclosed ownership of derivative securities, providing transparent reporting of insider holdings.
• Specific terms disclosed including exact share amounts and exercise prices: 170,000 shares at $5 and 80,000 pre-funded shares at $0.001.
• Ownership vehicle named: warrants are held indirectly through Galeb3 Inc., clarifying the ownership structure.

Negative

• Exercise contingent on corporate approvals: exercise is subject to increasing authorized shares and Nasdaq Rule 5635(d) approval before initial exercise, delaying conversion ability.
• Exercise limitations: common warrant exercise limited to 50% until the company purchases $150 million in Ethereum tokens, creating a tied commercial condition that restricts conversion timing.
• Potential dilution: up to 250,000 common shares could be issued upon exercise of the reported derivative securities.

Insights

Financial Analyst

TL;DR: Director reports warrants convertible into 250,000 common shares with structured exercise terms and timing contingencies.

The filing discloses indirect ownership of a 170,000-share common warrant at a $5 exercise price and an 80,000-share pre-funded warrant at $0.001, held through Galeb3 Inc. Key features materially affecting potential dilution include the requirement to increase authorized shares and a Nasdaq Rule 5635(d) approval before initial exercise, plus a ten-year expiration on the common warrant. The common warrant also restricts exercise to 50% until a specified $150 million Ethereum purchase condition is met. These explicit terms define when and how conversion-related dilution could occur.

Corporate Governance Expert

TL;DR: Disclosure shows a director-linked indirect stake via warrants with negotiated conditions and clear conversion mechanics.

The Form 3 identifies Jose J. Vargas as a director and discloses that derivative securities are held indirectly by Galeb3 Inc. The filing provides transparent mechanics: exercise prices, amounts, expiration, and conditional limitations on exercise tied to corporate actions and a specified commercial milestone. From a governance perspective, the structure and disclosure meet basic transparency standards by stating ownership form and the nature of indirect beneficial ownership, while specifying contractual limitations that investors can review.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Vargas Jose J.

(Last) (First) (Middle)

C/O FUNDAMENTAL GROUP LLC

6408 BANNINGTON ROAD

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2025

3. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [ FGF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	(1)	(2)	Common Stock	170,000	$5	I	By Galeb3 Inc.
Pre - Funded Common Stock Purchase Warrant	(1)	(3)	Common Stock	80,000	$0.001	I	By Galeb3 Inc.

Explanation of Responses:

1. Exercise subject to the latter of the (i) effectiveness of articles of amendment to the Company's amended and restated articles of incorporation to increase authorized shares to 1,000,000,000 and (ii) 21st day following final information statement for Nasdaq Rule 5635(d) approval (the "Initial Exercise Date").

2. Expires ten years from Initial Exercise Date. Exercise limited to 50% of warrant shares until Company purchases $150 million in Ethereum tokens.

3. No expiration until exercised in full; exercise price pre-funded.

	/s/ Jose Vargas	08/08/2025
	/s/ Galeb3 Inc.	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who filed the Form 3 for Fundamental Global (FGF)?

The reporting person is Jose J. Vargas, identified as a Director; the disclosed derivative securities are held indirectly through Galeb3 Inc..

What securities were reported on the FGF Form 3?

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.

Are there conditions or restrictions on exercising the warrants?

Yes. Exercise is subject to the effectiveness of articles increasing authorized shares and a Nasdaq Rule 5635(d) approval timeline; additionally, exercise of up to 50% of the common warrant is limited until the company purchases $150 million in Ethereum tokens.

When do the warrants expire?

The common stock purchase warrant expires ten years from the Initial Exercise Date; the pre-funded warrant has no expiration until it is exercised in full.

How many common shares could be issued upon exercise?

The reported derivatives could convert into up to 250,000 common shares in total (170,000 + 80,000).