X0306 4 2022-09-12 0 0001591890 FG Financial Group, Inc. FGF 0001878780 Fundamental Global GP, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE NC 28117 0 0 1 0 0001619991 Cerminara Kyle C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE NC 28117 1 0 1 0 0001187586 MOGLIA JOSEPH H C/O FUNDAMENTAL GLOBAL GP, LLC 108 GATEWAY BOULEVARD, SUITE 204 MOORESVILLE NC 28117 0 0 1 0 0000946454 BALLANTYNE STRONG, INC. 5960 FAIRVIEW ROAD, SUITE 275 CHARLOTTE NC 28210 0 0 1 0 0001946735 FG Financial Holdings, LLC 108 GATEWAY BLVD., SUITE 204 MOORESVILLE NC 28117 0 0 1 0 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 8973 I FG Financial Holdings, LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 2022-09-12 4 P 0 3089 17.19 A 12062 I FG Financial Holdings, LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 2022-09-12 4 P 0 1491 19.99 A 13553 I FG Financial Holdings, LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 2022-09-13 4 P 0 5839 19.70 A 19392 I FG Financial Holdings, LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 2022-09-13 4 P 0 8819 20.43 A 28211 I FG Financial Holdings, LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 2022-09-14 4 P 0 5579 21.33 A 33790 I FG Financial Holdings, LLC 8.00% Cumulative Preferred Stock, Series A, $25.00 par value 2022-09-14 4 P 0 2675 22.14 A 36465 I FG Financial Holdings, LLC COMMON STOCK, PAR VALUE $0.01 PER SHARE 5431498 I FG Financial Holdings, LLC COMMON STOCK, PAR VALUE $0.01 PER SHARE 2022-09-12 4 P 0 64280 1.64 A 5495778 I FG Financial Holdings, LLC COMMON STOCK, PAR VALUE $0.01 PER SHARE 2022-09-13 4 P 0 33557 1.68 A 5529335 I FG Financial Holdings, LLC COMMON STOCK, PAR VALUE $0.01 PER SHARE 2022-09-14 4 P 0 86320 1.88 A 5615655 I FG Financial Holdings, LLC These shares were previously reported as directly beneficially owned by Fundamental Activist Fund I, LP ("FAFI") and were contributed to FG Financial Holdings, LLC ("FGFH") on September 12, 2022. Due to their positions with Fundamental Global GP, LLC ("FGGP") and affiliated entities, Messrs. Cerminara and Joseph H. Moglia may be deemed to be beneficial owners of the shares of Common Stock and the shares of Preferred Stock disclosed as directly owned by FGFH. Each Reporting Person disclaims beneficial ownership of the shares referred to herein except to the extent of his or its pecuniary interest therein. The Reporting Persons beneficially own in the aggregate 36,465 shares of Preferred Stock. FGGP may be deemed to be a beneficial owner of the shares of Preferred Stock that are directly owned by FGFH. In addition, Mr. Cerminara owns 44 shares of Preferred Stock in a joint account with his spouse. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $16.79 to $17.48, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the U.S. Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the range set forth above. The prices reported in Column 4 are weighted average prices. 5,839 shares were purchased in multiple transactions at prices ranging from $19.095 to $20.00, inclusive. 8,819 shares were purchased in multiple transactions at prices ranging from $20.21 to $20.75, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the ranges set forth above. The prices reported in Column 4 are weighted average prices. 5,579 shares were purchased in multiple transactions at prices ranging from $20.65 to $21.605, inclusive. 2,675 shares were purchased in multiple transactions at prices ranging from $21.79 to $22.42, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Preferred Stock purchased at each separate price within the ranges set forth above. The Reporting Persons beneficially own in the aggregate 5,615,655 shares of Common Stock, which represent approximately 60.1% of the Company's outstanding shares of Common Stock. FGGP may be deemed to be a beneficial owner of the shares of Common Stock that are directly owned by FGFH. Mr. Cerminara holds 21,356 shares of Common Stock and restricted stock units representing the right to receive 56,930 shares of Common Stock upon vesting. These shares were previously reported as directly beneficially owned by FAFI, FGI 1347 Holdings, LP ("FGIH") and Ballantyne Strong, Inc. ("BTN") and were contributed to FGFH between September 12 and 14, 2022. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.59 to $1.77, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.65 to $1.725, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.71 to $2.00, inclusive. The Reporting Persons undertake to provide to the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within the range set forth above. FUNDAMENTAL GLOBAL GP, LLC /S/ D. KYLE CERMINARA, CHIEF EXECUTIVE OFFICER 2022-09-14 BALLANTYNE STRONG, INC. /S/ MARK D. ROBERSON, CHIEF EXECUTIVE OFFICER 2022-09-14 FG FINANCIAL HOLDINGS, LLC /S/ D. KYLE CERMINARA, MANAGER 2022-09-14 FG FINANCIAL HOLDINGS, LLC /S/ RYAN R.K. TURNER, MANAGER 2022-09-14 /S/ D. KYLE CERMINARA 2022-09-14 /S/ JOSEPH H. MOGLIA 2022-09-14