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

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Insider sold common shares while acquiring a large block of warrants and pre-funded warrants, signaling structured exposure rather than outright divestiture.

The reporting shows a mixed transaction profile: a 45,609-share disposition contrasted with acquisitions of 225,000 $5 warrants and 300,000 pre-funded warrants (200,000 indirect; 100,000 direct). The prefunded warrants effectively lock in equity at a near-token exercise mechanism, while the common warrants carry standard exercise pricing and time-based constraints. For investors, this is not a pure sell signal because derivative acquisitions maintain upside exposure; however, the sale of common shares is material and reduces direct free-float.

Corporate Governance Expert

TL;DR: Significant related-party and affiliate holdings persist, with clear disclaimers of beneficial ownership and exercise conditions tied to corporate actions.

The Form 4 discloses substantial indirect ownership via FG Financial Holdings LLC (329,965 shares) and affiliations with FGGP. The filing includes governance-sensitive conditions: warrant exercise depends on an amendment to increase authorized shares and Nasdaq Rule 5635(d) approval, and there is an unusual exercise limitation linked to the company acquiring $150 million in Ethereum tokens. These provisions merit attention from governance-focused investors given their potential to affect dilution timing and shareholder rights.

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

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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^*

Cerminara Kyle

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL INC.

6408 BANNINGTON ROAD,

(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)

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

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)

X	Form filed by One Reporting Person
	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								45,609	D
Common Stock								301	I	By 401(k) Plan
Common Stock								450	I	By Spouse
Common Stock								167	I	By Minor Children
Common Stock								329,965(4)	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
Common Stock Purchase Warrant	$5	08/04/2025		A		225,000		(1)	(2)	Common Stock	225,000	$0.00	225,000	I	By Cerminara Capital LLC
Pre - Funded Common Stock Purchase Warrant	$0.001	08/04/2025		A		200,000		(1)	(3)	Common Stock	200,000	$4.99	200,000	I	By Cerminara Capital LLC
Pre - Funded Common Stock Purchase Warrant	$0.001	08/04/2025		A		100,000		(1)	(3)	Common Stock	100,000	$4.99	100,000	D

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.

4. FG Financial Holdings LLC ("FGFH") beneficially owns in the aggregate 329,965 shares of FG Common Stock. Fundamental Global GP LLC ("FGGP"), which is an affiliate of FGFH, may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH. Due to Mr. Cerminara's position with FGGP and affiliated entities, Mr. Cerminara may be deemed to be beneficial owner of the securities disclosed as directly owned by FGFH. Mr. Cerminara disclaims beneficial ownership of the shares of FG Common Stock beneficially owned by FGFH and FGGP except to the extent of his pecuniary interest therein.

	/s/ Kyle Cerminara	08/08/2025
	By: /s/ Cerminara Capital LLC	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).
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FAQ

What transactions did Kyle Cerminara report for Fundamental Global (FGF)?

On 08/04/2025 Mr. Cerminara disposed of 45,609 common shares and acquired 225,000 common stock purchase warrants plus 300,000 pre-funded common stock purchase warrants (200,000 indirect; 100,000 direct).

How many shares does FG Financial Holdings LLC beneficially own after the reported transactions?

FG Financial Holdings LLC beneficially owns 329,965 shares of Fundamental Global common stock according to the filing.

What are the key terms of the warrants acquired by Cerminara Capital LLC?

The filing shows 225,000 common stock purchase warrants with a $5 exercise price and 200,000 pre-funded warrants with a $0.001 exercise price held indirectly by Cerminara Capital LLC.

Are there limits or conditions on exercising the warrants?

Yes. Exercise is subject to an Initial Exercise Date tied to an amendment increasing authorized shares and Nasdaq Rule 5635(d) approval. One class of warrants expires ten years after that date and is limited to 50% exercise until the company purchases $150 million in Ethereum tokens.

Does Mr. Cerminara claim beneficial ownership of all affiliated holdings?

Mr. Cerminara disclaims beneficial ownership of the shares owned by FGFH and FGGP except to the extent of his pecuniary interest, per the filing.