STOCK TITAN

General Fusion Group (GFUZ) CEO discloses stock, option and earnout stake

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

General Fusion Group Ltd. director and Chief Executive Officer Gregory D. Twinney filed an initial ownership report. He directly holds 290,533 Common Shares and 60,525 Earnout Shares, plus multiple stock option and earnout option grants with exercise prices ranging from $0.01 to $9.06 and expirations through 2036.

Key positions include options over 1,770,828 Common Shares at $0.53 expiring August 6, 2035, and options over 581,463 Common Shares at $8.95 expiring May 27, 2036. Footnotes describe vesting schedules tied to prior grants and a business combination, and state that Earnout Shares convert into common shares if the volume weighted average price reaches $15.00, $20.00 and $25.00 for 20 of 30 trading days on or before July 10, 2031.

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Insider Twinney Gregory D.
Role Chief Executive Officer
Type Security Shares Price Value
holding Stock Option (right to buy) F1 -- -- --
holding Stock Option (right to buy) F1 -- -- --
holding Stock Option (right to buy) F1 -- -- --
holding Stock Option (right to buy) F2 -- -- --
holding Stock Option (right to buy) F2 -- -- --
holding Stock Option (right to buy) F2 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Stock Option (right to buy) F4 -- -- --
holding Earnout Options (right to buy) F1, F5 -- -- --
holding Earnout Options (right to buy) F1, F5 -- -- --
holding Earnout Options (right to buy) F1, F5 -- -- --
holding Earnout Options (right to buy) F2, F5 -- -- --
holding Earnout Options (right to buy) F3, F5 -- -- --
holding Earnout Options (right to buy) F4, F5 -- -- --
holding Earnout Shares F5 -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Stock Option (right to buy) — 2,515,103 shares (Direct); Earnout Options (right to buy) — 523,975 shares (Direct); Earnout Shares — 60,525 shares (Direct); Common Shares — 290,533 shares (Direct)
Footnotes (5)
  1. F1. Fully vested.
  2. F2. These options vested as to 25% of the underlying shares on the first anniversary of the original date of grant by General Fusion Inc. (the "Legacy Company"), or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter. All underlying shares that vested prior to the closing of the Legacy Company's business combination with Spring Valley Acquisition Corp. III (the "Business Combination") remained vested following their exchange for options of General Fusion Group Ltd. (the "Company"), and the Earnout Options associated with each option award retained the vesting history of the associated option award.
  3. F3. These options vest as to 50% of the underlying shares on the original date of grant by the Legacy Company, or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter. All underlying shares that vested prior to the closing of the Business Combination remained vested following their exchange for options of the Company, and the Earnout Options associated with each option award retained the vesting history of the associated option award.
  4. F4. These options vest as to 25% of the underlying shares on the first anniversary of the original date of grant by the Legacy Company, or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter.
  5. F5. Earnout Shares, including the Earnout Shares underlying the Earnout Options, consist of a substantially equal number of Class A Earnout Shares, Class B Earnout Shares, and Class C Earnout Shares, which will automatically convert into common shares of the Company if, on or before July 10, 2031, the volume weighted average price of the Company's common shares equals or exceeds each of $15.00, $20.00 and $25.00, respectively, for any 20 trading days within any period of 30 consecutive trading days.
Common Shares held 290,533 shares Direct Common Shares reported by CEO Gregory D. Twinney as of July 10, 2026
Earnout Shares held 60,525 shares Earnout Shares that may convert into common shares if VWAP conditions are met by July 10, 2031
Stock options at $0.53 1,770,828 underlying shares Stock Option (right to buy) with $0.5300 exercise price expiring August 6, 2035
Stock options at $8.95 581,463 underlying shares Stock Option (right to buy) with $8.9500 exercise price expiring May 27, 2036
Stock options at $9.06 68,408 underlying shares Stock Option (right to buy) with $9.0600 exercise price expiring July 6, 2032
Earnout Options at $0.01 368,922 underlying shares Earnout Options (right to buy) with $0.0100 exercise price expiring July 10, 2031
Earnout Shares financial
"Earnout Shares, including the Earnout Shares underlying the Earnout Options, consist of"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
Earnout Options financial
"Earnout Options, consist of a substantially equal number of Class A Earnout Shares"
volume weighted average price financial
"if the volume weighted average price of the Company's common shares equals or exceeds"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Business Combination financial
"prior to the closing of the Legacy Company's business combination with Spring Valley"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Legacy Company financial
"original date of grant by General Fusion Inc. (the Legacy Company)"

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FAQ

What insider holdings did GFUZ CEO Gregory D. Twinney report on this Form 3?

Gregory D. Twinney reported 290,533 Common Shares, 60,525 Earnout Shares, and multiple stock option and earnout option grants. These options cover large blocks of Common Shares and Earnout Shares with exercise prices between $0.01 and $9.06 and expirations extending to 2036.

How many General Fusion Group (GFUZ) common shares does the CEO directly own?

The CEO directly owns 290,533 Common Shares of General Fusion Group Ltd. These are reported as direct ownership, separate from his various stock option and earnout option awards, which if exercised or satisfied could increase his effective economic exposure to common shares.

What are the largest stock option positions disclosed by the GFUZ CEO?

Large option positions include rights over 1,770,828 Common Shares at $0.53 expiring August 6, 2035, and 581,463 Common Shares at $8.95 expiring May 27, 2036. Several smaller grants with exercise prices between $4.50 and $9.06 also appear with expirations from 2029 to 2034.

What are Earnout Shares for GFUZ and when can they convert into common shares?

Earnout Shares automatically convert into common shares if price hurdles are met by July 10, 2031. The volume weighted average price of common shares must equal or exceed $15.00, $20.00 and $25.00 for any 20 trading days within a 30‑day period for the respective classes.

How many Earnout Shares and Earnout Options tied to GFUZ did the CEO report?

The CEO holds 60,525 Earnout Shares and several Earnout Options at an exercise price of $0.01. These options cover multiple Earnout Share blocks, including one for 368,922 Earnout Shares, all subject to the share price performance conditions described for Earnout Shares.
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Twinney Gregory D.

(Last)(First)(Middle)
6020 RUSS BAKER WAY

(Street)
RICHMONDV7B 1B4

(City)(State)(Zip)

BRITISH COLUMBIA, CANADA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2026
3. Issuer Name and Ticker or Trading Symbol
General Fusion Group Ltd. [ GFUZ ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
Common Shares290,533D
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 ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) (1)12/23/2029Common Shares17,102$4.5D
Stock Option (right to buy) (1)04/13/2031Common Shares29,074$6.67D
Stock Option (right to buy) (1)12/22/2031Common Shares5,473$6.67D
Stock Option (right to buy) (2)07/06/2032Common Shares68,408$9.06D
Stock Option (right to buy) (2)08/01/2033Common Shares34,204$5.5D
Stock Option (right to buy) (2)09/11/2034Common Shares8,551$5.44D
Stock Option (right to buy) (3)08/06/2035Common Shares1,770,828$0.53D
Stock Option (right to buy) (4)05/27/2036Common Shares581,463$8.95D
Earnout Options (right to buy) (1)(5)12/23/2029Earnout Shares3,562$0.01D
Earnout Options (right to buy) (1)(5)04/13/2031Earnout Shares6,056$0.01D
Earnout Options (right to buy) (1)(5)07/10/2031Earnout Shares1,140$0.01D
Earnout Options (right to buy) (2)(5)07/10/2031Earnout Shares23,157$0.01D
Earnout Options (right to buy) (3)(5)07/10/2031Earnout Shares368,922$0.01D
Earnout Options (right to buy) (4)(5)07/10/2031Earnout Shares121,138$0.01D
Earnout Shares (5)07/10/2031Common Shares60,525(5)D
Explanation of Responses:
1. Fully vested.
2. These options vested as to 25% of the underlying shares on the first anniversary of the original date of grant by General Fusion Inc. (the "Legacy Company"), or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter. All underlying shares that vested prior to the closing of the Legacy Company's business combination with Spring Valley Acquisition Corp. III (the "Business Combination") remained vested following their exchange for options of General Fusion Group Ltd. (the "Company"), and the Earnout Options associated with each option award retained the vesting history of the associated option award.
3. These options vest as to 50% of the underlying shares on the original date of grant by the Legacy Company, or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter. All underlying shares that vested prior to the closing of the Business Combination remained vested following their exchange for options of the Company, and the Earnout Options associated with each option award retained the vesting history of the associated option award.
4. These options vest as to 25% of the underlying shares on the first anniversary of the original date of grant by the Legacy Company, or in the case of Earnout Options, the first anniversary of the original date of grant of the associated option award, with the remaining shares vesting in 12 substantially equal quarterly installments thereafter.
5. Earnout Shares, including the Earnout Shares underlying the Earnout Options, consist of a substantially equal number of Class A Earnout Shares, Class B Earnout Shares, and Class C Earnout Shares, which will automatically convert into common shares of the Company if, on or before July 10, 2031, the volume weighted average price of the Company's common shares equals or exceeds each of $15.00, $20.00 and $25.00, respectively, for any 20 trading days within any period of 30 consecutive trading days.
Remarks:
Exhibit List: Exhibit 24-Power of Attorney
/s/ Griffin D. Foster, as attorney-in-fact for Gregory D. Twinney07/20/2026
** Signature of Reporting PersonDate
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).
** 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.
* Form 3: SEC 1473 (03-26)