STOCK TITAN

General Fusion Group Ltd. (GFUZ) details director’s initial holdings

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

General Fusion Group Ltd. director Mark S. Little reports beneficial ownership of 334,442 common shares held directly and 293,977 held indirectly through his spouse. He also holds several stock option awards, including options over 65,104 common shares at an exercise price of $0.53 per share. In addition, he reports direct and indirect Earnout Shares and related Earnout Options that convert into common shares only if volume weighted average price targets of $15.00, $20.00 and $25.00 are achieved on or before July 10, 2031.

Positive

  • None.

Negative

  • None.
Insider Little Mark S.
Role Director
Type Security Shares Price Value
holding Stock Option (right to buy) F1 -- -- --
holding Stock Option (right to buy) F2 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Stock Option (right to buy) F3 -- -- --
holding Earnout Options (right to buy) F1, F4 -- -- --
holding Earnout Options (right to buy) F2, F4 -- -- --
holding Earnout Options (right to buy) F3, F4 -- -- --
holding Earnout Shares F4 -- -- --
holding Earnout Shares F4 -- -- --
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Stock Option (right to buy) — 117,267 shares (Direct); Earnout Options (right to buy) — 24,427 shares (Direct); Earnout Shares — 69,672 shares (Direct); Earnout Shares — 61,242 shares (Indirect, By Spouse); Common Shares — 334,442 shares (Direct); Common Shares — 293,977 shares (Indirect, By Spouse)
Footnotes (4)
  1. F1. These options vest in three substantially equal installments on the first, second and third anniversaries of the original date of grant by General Fusion Inc. (the "Legacy Company"), or in the case of Earnout Options, the first, second and third anniversaries of the original date of grant of the associated option award.
  2. F2. These options vested 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.
  3. F3. 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.
  4. F4. 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.
Direct common shares 334,442 shares Beneficially owned directly by Mark S. Little as of July 10, 2026
Indirect common shares (spouse) 293,977 shares Beneficially owned indirectly through spouse as of July 10, 2026
Stock option underlying shares at $0.53 65,104 shares Stock Option (right to buy) exercisable at $0.5300 expiring August 6, 2035
Stock option underlying shares at $8.95 29,074 shares Stock Option (right to buy) exercisable at $8.9500 expiring May 27, 2036
Direct Earnout Shares 69,672 shares Earnout Shares that may convert into common shares by July 10, 2031
Indirect Earnout Shares (spouse) 61,242 shares Earnout Shares beneficially owned indirectly through spouse
Earnout price targets $15.00, $20.00, $25.00 VWAP thresholds for Class A, B and C Earnout Shares before 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 (right to buy) with underlying Earnout Shares exercisable at $0.0100"
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.
Class A Earnout Shares financial
"consist of a substantially equal number of Class A Earnout Shares, Class B"
Class B Earnout Shares financial
"number of Class A Earnout Shares, Class B Earnout Shares, and Class C"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What common share holdings does General Fusion Group (GFUZ) report for Mark S. Little?

Mark S. Little reports 334,442 common shares held directly and 293,977 held indirectly through his spouse. These positions represent his beneficial ownership in General Fusion Group Ltd. in addition to option and earnout interests disclosed in the same Form 3 filing.

What stock option awards for GFUZ’s director Mark S. Little are disclosed in this Form 3?

He holds several stock options, including awards over 65,104 common shares at an exercise price of $0.53 expiring August 6, 2035, and 29,074 common shares at $8.95 expiring May 27, 2036. Footnotes describe multi-year vesting schedules starting from original grant dates.

How do the Earnout Shares reported for General Fusion Group (GFUZ) director Mark S. Little work?

Earnout Shares, including those underlying Earnout Options, are split among Class A, B and C series. They automatically convert into common shares only if the volume weighted average price reaches $15.00, $20.00 and $25.00 respectively for 20 of 30 trading days before July 10, 2031.

What indirect holdings through a spouse are reported for GFUZ director Mark S. Little?

In addition to direct positions, the filing shows 293,977 common shares and 61,242 Earnout Shares held indirectly "By Spouse." These are treated as beneficially owned by Mark S. Little but are legally held in his spouse’s name, as indicated in the ownership fields.

Does this General Fusion Group (GFUZ) Form 3 show any recent insider buying or selling?

No purchases or sales are reported; all entries are holdings rather than transactions. The summary data show zero buy, sell, exercise, gift or tax-withholding events, indicating this Form 3 serves as an initial snapshot of Mark S. Little’s existing positions in GFUZ.
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*
Little Mark S.

(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
Officer (give title below)Other (specify below)
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 Shares334,442D
Common Shares293,977IBy Spouse
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)10/16/2033Common Shares3,421$5.5D
Stock Option (right to buy) (2)09/11/2034Common Shares2,566$5.44D
Stock Option (right to buy) (3)08/06/2035Common Shares65,104$0.53D
Stock Option (right to buy) (3)09/11/2035Common Shares17,102$0.53D
Stock Option (right to buy) (3)05/27/2036Common Shares29,074$8.95D
Earnout Options (right to buy) (1)(4)07/10/2031Earnout Shares712$0.01D
Earnout Options (right to buy) (2)(4)07/10/2031Earnout Shares534$0.01D
Earnout Options (right to buy) (3)(4)07/10/2031Earnout Shares23,181$0.01D
Earnout Shares (4)07/10/2031Common Shares69,672(4)D
Earnout Shares (4)07/10/2031Common Shares61,242(4)IBy Spouse
Explanation of Responses:
1. These options vest in three substantially equal installments on the first, second and third anniversaries of the original date of grant by General Fusion Inc. (the "Legacy Company"), or in the case of Earnout Options, the first, second and third anniversaries of the original date of grant of the associated option award.
2. These options vested 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.
3. 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.
4. 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 Mark S. Little07/20/2026
** 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)