| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FGF | Common Stock | Award | +146K | 146K | Feb 29, 2024 | Direct | F1, F2 | |||
| transaction | FGF | Common Stock | Award | +80K | +54.94% | 226K | Feb 29, 2024 | Direct | F1, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FGF | Stock Options (Right to Buy) | Award | -40K | -100% | 0 | Feb 29, 2024 | Common Stock | 40K | $2.25 | Direct | F5, F6 | ||
| transaction | FGF | Stock Options (Right to Buy) | Award | -30K | -100% | 0 | Feb 29, 2024 | Common Stock | 30K | $2.89 | Direct | F5, F7 | ||
| transaction | FGF | Stock Options (Right to Buy) | Award | -20K | -100% | 0 | Feb 29, 2024 | Common Stock | 20K | $1.60 | Direct | F5, F8 |
| 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 | Received in the Merger in exchange for Restricted Share Units (RSUs) convertible into shares of Company Common Stock (a "Company RSU"). At the Effective Time, each Company RSU was converted into an RSU to acquire the number of shares of Parent Common Stock (a "Parent RSU") equal to the product of (i) the number of shares subject to such Company RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. |
| F4 | The Parent RSUs will vest 1/3 each year beginning on the first anniversary of the grant date, which was April 3, 2023, subject to continuous service through such vesting dates. |
| F5 | Received in the Merger in exchange for Stock Options to purchase shares of Company Common Stock (a "Company Stock Option"). At the Effective Time, each Company Stock Option was converted into a stock option to acquire the number of shares of Parent Common Stock ("Parent Stock Option") equal to the product of (i) the number of shares subject to such Company Stock Option as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. |
| F6 | This Parent Stock Option vested 1/5 each year beginning on the first anniversary of the grant date, December 4, 2018. |
| F7 | This Parent Stock Option will vest 1/5 each year beginning on the first anniversary of the grant date, June 6, 2019, subject to continuous service through such vesting dates. |
| F8 | This Parent Stock Option will vest 1/5 each year beginning on the first anniversary of the grant date, October 9, 2020, subject to continuous service through such vesting dates. |