SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE

28226

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

1. Name and Address of Reporting Person^*

Fundamental Global GP, LLC

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE

28226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cerminara Kyle

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE

28226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

1. Name and Address of Reporting Person^*

MOGLIA JOSEPH H

(Last)

(First)

(Middle)

C/O FUNDAMENTAL GLOBAL GP, LLC

6408 BANNINGTON RD.

(Street)

CHARLOTTE

28226

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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.

	FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER	08/08/2025
	D. Kyle Cerminara /S/ D. KYLE CERMINARA	08/08/2025
	Joseph H. Moglia /S/ JOSEPH H. MOGLIA	08/08/2025
	** Signature of Reporting Person	Date
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 4 (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.

SEC Form 4 filed by Large owner Fundamental Global Gp, Llc