[Form 4] Fundamental Global Inc. 8.00% Cumulative Preferred Stock Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Acquisition of 300,000 pre-funded warrants increases insiders' ability to convert into common shares under pre-funded terms, signalling insider commitment.
• Existing significant insider holdings of 329,965 common shares and 78,131 preferred shares indicate substantial insider-aligned ownership.
• Warrants have no expiration until fully exercised, providing flexibility to the holders.

Negative

• Exercise is conditional on increasing authorized shares to 1,000,000,000 and completion of Nasdaq Rule 5635(d) approval, delaying conversion and any funding or dilution.
• Potential dilution of at least 300,000 common shares if warrants are exercised, subject to the stated conditions.
• Reporting persons disclaim direct ownership of affiliated entities' holdings except to the extent of pecuniary interest, which may limit immediate voting control claims.

Insights

Financial Analyst

TL;DR Insider-affiliated entities acquired 300,000 pre-funded warrants; exercise contingent on corporate approvals, creating potential future dilution.

The reported transaction increases the reporting group's potential common share exposure by 300,000 shares through pre-funded warrants exercisable at a pre-funded price and reported underlying exercise price of $4.99. Current direct beneficial holdings include 329,965 common shares and 78,131 preferred shares, which signals meaningful insider-aligned ownership. However, warrants cannot be exercised until the company increases authorized shares to 1,000,000,000 and completes the Nasdaq Rule 5635(d) approval timeline, so conversion—and any dilution or funding impact—depends on corporate actions. For valuation, investors should treat the warrants as contingent potential dilution until those conditions are met.

Corporate Governance Expert

TL;DR Transaction reflects insider-aligned financing flexibility but is conditioned on governance steps and exchange approval.

The Form 4 discloses that FG-affiliated entities received pre-funded warrants with no expiration until exercised, subject to an amendment to increase authorized shares and subsequent Nasdaq approval steps. This structure preserves insider purchase rights while requiring board/shareholder or corporate procedural changes before exercise. The filing also includes standard disclaimers that the reporting persons may be deemed beneficial owners of holdings held by affiliated entities but disclaim direct ownership beyond pecuniary interest. From a governance perspective, the material next steps are the authorized-share amendment and Nasdaq procedural approvals; until those occur, the warrants remain conditional instruments rather than immediate share issuance.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								329,965(1)	I	FG Financial Holdings, LLC
8.00% Cumulative Preferred Stock, Series A, $25.00 par value								78,131(1)	I	FG Financial Holdings, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Common Stock Purchase Warrant	$0.001	08/04/2025		A		200,000		(2)	(3)	Common Stock	200,000	$4.99	200,000(1)	I	FG Financial Holdings, LLC
Pre-Funded Common Stock Purchase Warrant	$0.001	08/04/2025		A		100,000		(2)	(3)	Common Stock	100,000	$4.99	100,000(1)	I	Fundamental Global Holdings, LLC

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cerminara Kyle

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MOGLIA JOSEPH H

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The holding companies managed by Fundamental Global GP, LLC ("FGGP"), including FG Financial Holdings LLC ("FGFH") and Fundamental Global Holdings LLC ("FGHL"), beneficially own in the aggregate 78,131 shares of the Issuer's preferred stock, 329,965 shares of the Issuer's common stock, and 300,000 of the Issuer's pre-funded common stock purchase warrants. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH and FGHL. Due to their positions with FGGP and affiliated entities, Messrs. D. Kyle Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the securities disclosed as directly owned by FGFH and FGHL. Each Reporting Person disclaims beneficial ownership of the shares of the Issuer's Preferred Stock and common stock beneficially owned by FGGP except to the extent of his or its pecuniary interest therein.

2. 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").

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

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	08/08/2025
	D. Kyle Cerminara /S/ D. KYLE CERMINARA	08/08/2025
	Joseph H. Moglia /S/ JOSEPH H. MOGLIA	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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did insiders report on Form 4 for FGFPP / Fundamental Global?

The filing reports that affiliated entities acquired 300,000 pre-funded common stock purchase warrants and beneficially own 329,965 common shares and 78,131 preferred shares.

How many pre-funded warrants were acquired and by which entities?

200,000 pre-funded warrants were reported as held indirectly by FG Financial Holdings, LLC and 100,000 by Fundamental Global Holdings, LLC, totaling 300,000.

What are the exercise terms and restrictions for the warrants?

The pre-funded warrants show a nominal conversion price ($0.001) with an underlying exercise price noted at $4.99; there is no expiration until exercised, but exercise is subject to (i) an increase in authorized shares to 1,000,000,000 and (ii) Nasdaq Rule 5635(d) approval timing requirements.

Do the reporting persons claim direct ownership of the disclosed shares?

The filing states the reporting persons may be deemed beneficial owners of securities held by affiliated entities but disclaim direct ownership except to the extent of any pecuniary interest.

Who are the named reporting persons in the filing?

The reporting persons include Fundamental Global GP, LLC, and individuals D. Kyle Cerminara (CEO/Chairman) and Joseph H. Moglia, who are identified as directors and 10% owners.