Sec Form 4 Filing - Fundamental Global GP, LLC @ Fundamental Global Inc. - 2025-08-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fundamental Global GP, LLC
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)
(Last) (First) (Middle)
C/O FUNDAMENTAL GLOBAL GP, LLC, 6408 BANNINGTON RD.
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2025
(Street)
CHARLOTTE, NC28226
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fundamental Global GP, LLC
C/O FUNDAMENTAL GLOBAL GP, LLC
6408 BANNINGTON RD.
CHARLOTTE, NC28226
X
Cerminara Kyle
C/O FUNDAMENTAL GLOBAL GP, LLC
6408 BANNINGTON RD.
CHARLOTTE, NC28226
X X CEO and Chairman
MOGLIA JOSEPH H
C/O FUNDAMENTAL GLOBAL GP, LLC
6408 BANNINGTON RD.
CHARLOTTE, NC28226
X
Signatures
FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 08/08/2025
Signature of Reporting Person Date
D. Kyle Cerminara /S/ D. KYLE CERMINARA 08/08/2025
Signature of Reporting Person Date
Joseph H. Moglia /S/ JOSEPH H. MOGLIA 08/08/2025
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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