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Midas Edge

Fundamental Global Inc

For the period ended Dec 31, 2023. Filed Mar 14, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 14, 2024

FGNXP$25.99+4.4%Stored close · as of Sep 25, 2026

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Contents

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report

(a)Financial Statements – The following consolidated financial statements of the Company and the reports of independent audit thereon are filed with this report:
i.Independent Auditor’s Report
ii.Consolidated Balance Sheets as of December 31, 2023 and 2022
iii.Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022
iv.Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2023 and 2022
v.Consolidated Statements of Cash Flows for the Years ended December 31, 2023 and 2022
vi.Notes to the Consolidated Financial Statements for the Years ended December 31, 2023 and 2022
(b)Financial Statement Schedules – Schedules other than those listed above are omitted for the reason that they are not applicable, or the information is otherwise contained in the Financial Statements.
(c)Exhibits - the exhibits listed below are filed or incorporated by reference as part of this report.
Exhibit · Incorporated by Reference to:
No. · Description · Document · Exh. No.
3.1Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 7, 2022[2]3.1
3.2Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 7, 2022[2]3.2
3.3Articles of Incorporation, as filed with the Secretary of State of the State of Nevada[2]3.3
3.4Certificate of Correction, dated October 11, 2022, to the Certificate of Amendment of the Fourth Amended and Restated Certificate of Incorporation of FG Financial Group, Inc.[7]3.1
3.4By-Laws[2]3.4
4.1Form of Common Stock certificate[4]4.1
4.2Common Stock Purchase Warrant[5]4.2
4.3Form of Global Certificate of Cumulative Preferred Stock, Series A[6]4.4
4.4Description of securities[3]4.4
10.1†Amended and Restated 2014 Equity Incentive Plan[8]10.1
10.2†2018 Equity Incentive Plan[9]10.1
10.3†2021 Equity Incentive Plan[3]10.1
10.4†Form of Director and Officer Indemnification Agreement[4]10.6
10.5†Equity Award Letter Agreement between registrant and Larry Swets[10]10.1
10.6†Stock Option Agreement between registrant and Larry Swets[11]10.5
10.7†Form of Restricted Stock Unit Agreement for executive officers under 2014 Equity Incentive Plan[13]10.2
10.8†Form of Executive Restricted Stock Unit Agreement under the Share-Matching Program under 2014 Equity Incentive Plan[15]10.1
10.9†Form of Non-Employee Director Restricted Stock Unit Agreement under the Share-Matching Program under 2014 Equity Incentive Plan[15]10.2
10.10†Form of Stock Option Agreement under 2018 Equity Incentive Plan[9]10.2
10.11†Form of Restricted Share Agreement under 2018 Equity Incentive Plan[12]10.3
10.12†Form of Restricted Share Unit Agreement under 2018 Equity Incentive Plan[12]10.4
10.13†Form of Non-Employee Director Restricted Share Unit Agreement under 2018 Equity Incentive Plan[14]10.3
10.14†Form of Executive Stock Grant Agreement under 2018 Equity Incentive Plan[16]10.1
10.15*†Form of Executive Restricted Share Unit Agreement for Share-Matching Grants under 2018 Equity Incentive Plan[16]10.2
10.16*†Form of Non-Employee Director Restricted Share Unit Agreement under 2021 Equity Incentive Plan[25]10.16
10.17Registration Rights Agreement, dated December 2, 2019, between FedNat Holding Company and registrant[17]10.1
10.18Standstill Agreement, dated December 2, 2019, between FedNat Holding Company and registrant[19]10.2
10.19Reinsurance Capacity Right of First Refusal Agreement, dated December 2, 2019, by and between FedNat Holding Company and registrant[17]10.3
10.20†Investment Advisory Agreement, dated December 2, 2019, between FedNat Holding Company and registrant[17]10.4
10.21†Employment Agreement, dated December 2, 2019, between Brian D. Bottjer and registrant[21]10.3
10.22†Employment Agreement, dated November 10, 2020, between Larry G. Swets, Jr. and registrant[18]10.1
10.23Amended and Restated Limited Liability Agreement of Fundamental Global Asset Management, LLC dated August 6, 2021[22]10.1
10.24†Second Amended and Restated Management Services Agreement, dated August 11, 2021, between Sequoia Financial LLC and registrant[22]10.2
10.25Shared Services Agreement, dated August 11, 2022, between Fundamental Global Management, LLC and registrant[23]10.1
10.26Amendment No. 1 to FG Financial Group, Inc. 2021 Equity Incentive Plan[24]10.1
10.27FG Financial Group, Inc. 2023 Employee Share Purchase Plan[24]10.2
21.1*Registrant’s subsidiaries
23.1*Consent of Independent Registered Public Accounting Firm.
24.1*Power of Attorney (included on signature page).
31.1*Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.
31.2*Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
32.1**Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97*FG Financial Group, Inc. Clawback Policy
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase.
  • Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement

[1] Registrant’s Current Report on Form 8-K filed December 17, 2020

[2] Registrant’s Current Report on Form 8-K filed December 9, 2022

[3] Registrant’s Annual Report on Form 10K for year ended December 31, 2022, filed March 24, 2023

[4] Registrant’s Registration Statement on Form S-1/A1 (Reg. no. 333-193314), filed January 30, 2014

[5] Registrant’s Current Report on Form 8-K filed February 27, 2015

[6] Registrant’s Registration Statement on Form S-1/A1 (Reg. no. 333-222470), filed February 5, 2018

[7] Registrant’s Current Report on Form 8-K filed October 12, 2022

[8] Registrant’s Definitive Proxy Statement on Schedule 14A filed April 30, 2015

[9] Registrant’s Current Report on Form 8-K filed June 1, 2018

[10] Registrant’s Current Report on Form 8-K filed January 19, 2021

[11] Registrant’s Annual Report on Form 10-K for year ended December 31, 2020, filed March 18, 2021

[12] Registrant’s Current Report on Form 8-K filed June 1, 2018

[13] Registrant’s Current Report on Form 8-K filed June 2, 2015

[14] Registrant’s Quarterly Report on Form 10-Q for quarter ended September 30, 2018, filed November 13, 2018

[15] Registrant’s Current Report on Form 8-K filed December 19, 2017

[16] Registrant’s Current on Report on Form 8-K filed August 28, 2018

[17] Registrant’s Current Report on Form 8-K filed December 2, 2019

[18] Registrant’s Current Report on Form 8-K filed November 16, 2020

[19] Registrant’s Current Report on Form 8-K filed April 6, 2020

[20] Registrant’s Definitive Proxy Statement on Schedule 14A filed April 30, 2015

[21] Registrant’s Current Report on Form 8-K filed December 2, 2019

[22] Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2021, filed August 16, 2021

[23] Registrant’s Quarterly Report on Form 10-Q for quarter ended June 30, 2022, filed August 11, 2022

[24] Registrant’s Current Report on Form 8-K filed May 17, 2023

[25] Registrant’s Annual Report on Form 10-K for year ended December 31, 2021, filed March 30, 2022

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