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General Fusion Group (GFUZ) details insider stock and earnout holdings

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

General Fusion Group Ltd. (GFUZ) reported the initial equity holdings of Senior VP, Finance Crystal Robert J. as of July 10, 2026. The officer directly holds 21919.0000 Common Shares, several stock option awards over specified numbers of Common Shares at exercise prices ranging from $0.5300 to $8.9500, and multiple low-priced Earnout Options plus 4563.0000 Earnout Shares that may convert into common shares if volume weighted average price targets of $15.00, $20.00 and $25.00 are met on or before July 10, 2031. Certain option grants are fully vested, while others vest over time in substantially equal quarterly installments.

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Insider Crystal Robert J.
Role Senior VP, Finance
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) 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) F2, F5 -- -- --
holding Earnout Options (right to buy) F4, F5 -- -- --
holding Earnout Options (right to buy) F3, F5 -- -- --
holding Earnout Shares F5 -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Stock Option (right to buy) — 353,329 shares (Direct); Earnout Options (right to buy) — 73,607 shares (Direct); Earnout Shares — 4,563 shares (Direct); Common Shares — 21,919 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 vested as to 25% of the underlying shares on the original date of grant by the Legacy Company, or in the case of Earnout Options, the original date of grant of the associated option award, and 25% of the remaining shares will vest on the first anniversary of the original date of grant, 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 twelve 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.
Direct Common Shares 21919.0000 shares Common Shares held directly by the officer as of July 10, 2026
Earnout Shares held 4563.0000 shares Earnout Shares that may convert into Common Shares by July 10, 2031
Largest low-strike option block 217075.0000 underlying shares Stock Option (right to buy) at an exercise price of $0.5300 expiring August 6, 2035
High-strike option block 116293.0000 underlying shares Stock Option (right to buy) at an exercise price of $8.9500 expiring May 27, 2036
Largest Earnout Options block 45223.0000 underlying shares Earnout Options (right to buy) Earnout Shares at $0.0100, expiring July 10, 2031
Class A Earnout VWAP hurdle $15.00 VWAP level that must be met for Class A Earnout Shares to convert into Common Shares
Earnout Options financial
"Earnout Options (right to buy) confer rights to acquire Earnout Shares"
Earnout Shares financial
"Earnout Shares will automatically convert into common shares of the Company"
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.
volume weighted average price financial
"convert if the volume weighted average price of the Company's common shares"
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"
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 report for Crystal Robert J.?

General Fusion Group reported that Crystal Robert J., Senior VP, Finance, holds 21919.0000 Common Shares directly, along with several stock option awards and Earnout-related interests, as of July 10, 2026, in this initial statement of beneficial ownership.

How many Common Shares and Earnout Shares does the GFUZ officer hold?

The officer holds 21919.0000 Common Shares directly and 4563.0000 Earnout Shares. The Earnout Shares may automatically convert into Common Shares if specified volume weighted average price targets are achieved on or before July 10, 2031.

What stock option grants are disclosed for the GFUZ insider?

Crystal Robert J. holds multiple Stock Options over Common Shares, including blocks over 217075.0000 and 116293.0000 underlying shares, with exercise prices from $0.5300 to $8.9500 and expirations between 2030 and 2036, subject to the stated vesting schedules.

How do Earnout Options and Earnout Shares work for GFUZ?

Earnout Options confer rights to acquire Earnout Shares at $0.0100 per share. Earnout Shares, including those underlying Earnout Options, automatically convert into Common Shares if VWAP targets of $15.00, $20.00 and $25.00 are met by July 10, 2031.

What are the vesting terms of the GFUZ stock options and Earnout Options?

Some options are reported as fully vested, while others vest 25% on the grant or first anniversary date, with remaining shares vesting in twelve substantially equal quarterly installments. Earnout Options generally retain the vesting history of their associated option awards.

Does the Form 3 for GFUZ show any insider buying or selling activity?

No buy or sell transactions are reported. The Form 3 for GFUZ lists holding entries only, detailing existing Common Shares, stock options, Earnout Options, and Earnout Shares for Crystal Robert J., rather than new acquisitions or dispositions on the reported date.
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*
Crystal Robert J.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior VP, Finance
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 Shares21,919D
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)10/01/2030Common Shares1,711$4.5D
Stock Option (right to buy) (1)12/22/2031Common Shares3,421$6.67D
Stock Option (right to buy) (2)08/01/2033Common Shares11,972$5.5D
Stock Option (right to buy) (2)09/11/2034Common Shares2,857$5.44D
Stock Option (right to buy) (3)08/06/2035Common Shares217,075$0.53D
Stock Option (right to buy) (4)05/27/2036Common Shares116,293$8.95D
Earnout Options (right to buy) (1)(5)10/01/2030Earnout Shares356$0.01D
Earnout Options (right to buy) (1)(5)07/10/2031Earnout Shares712$0.01D
Earnout Options (right to buy) (2)(5)07/10/2031Earnout Shares3,089$0.01D
Earnout Options (right to buy) (4)(5)07/10/2031Earnout Shares24,227$0.01D
Earnout Options (right to buy) (3)(5)07/10/2031Earnout Shares45,223$0.01D
Earnout Shares (5)07/10/2031Common Shares4,563(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 vested as to 25% of the underlying shares on the original date of grant by the Legacy Company, or in the case of Earnout Options, the original date of grant of the associated option award, and 25% of the remaining shares will vest on the first anniversary of the original date of grant, 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 twelve 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 Robert J. Crystal07/21/2026
** 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)