| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FGF | Common Stock | Award | +4.28 M | 4.28 M | Feb 29, 2024 | Ballantyne Strong Holdings, LLC | F1, F2, F4 | |||
| transaction | FGF | Common Stock | Award | +854 K | 854 K | Feb 29, 2024 | Fundamental Global Holdings, LP | F1, F2, F4 | |||
| holding | FGF | Common Stock | 2.91 M | Feb 29, 2024 | FG Financial Holdings, LLC | F1, F3, F4 | |||||
| holding | FGF | 8.00% Cumulative Preferred Stock, Series A, $25.00 par value | 56.1 K | Feb 29, 2024 | FG Financial Holdings, LLC | F4 |
| Id | Content |
|---|---|
| F1 | On January 3, 2024, Fundamental Global Inc. (f/k/a FG Financial Group, Inc., the "Parent"), FG Group LLC (the "Acquiror"), and FG Group Holdings Inc. (the "Company") entered into a Plan of Merger (the "Merger Agreement"), pursuant to which the Company merged with and into the Acquiror, with the Acquiror surviving the merger as a wholly owned subsidiary of the Parent (the "Merger"). On February 29, 2024, at approximately 4:05 PM Eastern time, the effective time of the Merger (the "Effective Time"), all of the outstanding shares of common stock of the Company ("Company Common Stock") were converted into shares of common stock of the Parent ("Parent Common Stock") on a 1:1 basis (the "Exchange Ratio") pursuant to the terms of the Merger Agreement. |
| F2 | Received in the Merger in exchange for an equal number of shares of Company Common Stock. |
| F3 | FG Financial Holdings, LLC ("FGFH") held 5,666,111 shares of Parent Common Stock prior to the Effective Time. In connection with the Merger, 2,754,928 shares of Common Stock held by FGFH (and beneficially owned by the Company) were retired. |
| F4 | The partnerships managed by Fundamental Global GP, LLC ("FGGP"), including FGFH, Ballantyne Strong Holdings LLC ("BTN Holdings"), and Fundamental Global Holdings LP ("FGHP"), beneficially owns in the aggregate 56,131 shares of Preferred Stock and 8,049,136 shares of Common Stock. FGGP may be deemed to be a beneficial owner of the securities disclosed as directly owned by FGFH, BTN Holdings, and FGHP. 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, BTN Holdings, and FGHP. Each Reporting Person disclaims beneficial ownership of the shares of Preferred Stock and Common Stock beneficially owned by FGGP except to the extent of his or its pecuniary interest therein. |