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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________________ to _______________________

 Commission
file number 001-36366

 Fundamental Global Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 46-1119100

 (State
 of incorporation)

 (I.R.S
 Employer Identification No.)

 108 Gateway Blvd, Suite 204 Mooresville, NC

 28117

 (Address
 of principal executive offices)

 (Zip
 Code)

 (704) - 323-6851

 (Registrant's
telephone number)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 Stock, par value $0.001 per share

 FGF

 The
 Nasdaq Stock Market LLC

 8.00%
 Cumulative Preferred Stock, Series A, par value $25.00 per share

 FGFPP

 The
 Nasdaq Stock Market LLC

 Securities
 registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 On
June 30, 2023, the aggregate market value of the Registrant's common stock held by non-affiliates was $ 8,213,211, computed on the
basis of the closing sale price of the Registrant's common stock on that date.

 As
of March 14, 2024, the total number of shares outstanding of the Registrant's common stock was 28,369,066.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Table
of Contents

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 PART
I

 This
Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These statements are therefore entitled to the protection of the safe harbor provisions of these laws. These statements may be identified
by the use of forward-looking terminology such as "anticipate," "believe," "budget," "can,"
"contemplate," "continue," "could," "envision," "estimate," "expect,"
"evaluate," "forecast," "goal," "guidance," "indicate," "intend,"
"likely," "may," "might," "outlook," "plan," "possibly," "potential,"
"predict," "probable," "probably," "pro-forma," "project," "seek,"
"should," "target," "view," "will," "would," "will be," "will
continue," "will likely result" or the negative thereof or other variations thereon or comparable terminology. In particular,
discussions and statements regarding the Company's future business plans and initiatives are forward-looking in nature. We have
based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these to
be reasonable, such forward-looking statements are only predictions and involve a number of risks and uncertainties, many of which are
beyond our control. These and other important factors may cause our actual results, performance, or achievements to differ materially
from any future results, performance or achievements expressed or implied by these forward-looking statements and may impact our ability
to implement and execute on our future business plans and initiatives. Management cautions that the forward-looking statements in this
Annual Report on Form 10-K are not guarantees of future performance, and we cannot assume that such statements will be realized or the
forward-looking events and circumstances will occur. Factors that might cause such a difference include, without limitation, general
conditions in the global economy; our lack of operating history or established reputation in the reinsurance industry; our inability
to obtain or maintain the necessary approvals to operate reinsurance subsidiaries; risks associated with operating in the reinsurance
industry, including inadequately priced insured risks, credit risk associated with brokers we may do business with, and inadequate retrocessional
coverage; our inability to execute on our investment and investment management strategy and potential loss of value of investments; risk
of becoming an investment company; fluctuations in our short-term results as we implement our new business strategy; risks of not being
unable to attract and retain qualified management and personnel to implement and execute on our business and growth strategy; failure
of our information technology systems, data breaches and cyber-attacks; our ability to establish and maintain an effective system of
internal controls; our limited operating history as a public company; the requirements of being a public company and losing our status
as a smaller reporting company or becoming an accelerated filer; any potential conflicts of interest between us and our controlling stockholders
and different interests of controlling stockholders; and potential conflicts of interest between us and our directors and executive officers.

 Our
expectations and future plans and initiatives may not be realized. If one of these risks or uncertainties materializes, or if our underlying
assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. You are cautioned not to
place undue reliance on forward-looking statements. The forward-looking statements included or incorporated by reference to the Form
10-K are made only as of the date hereof and do not necessarily reflect our outlook at any other point in time. We do not undertake and
specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any such statements
to reflect new information, future events or developments.

 ITEM
1. BUSINESS

 Recent
Developments

 On
January 3, 2024, FG Financial Group, Inc. ("FGF") and FG Group Holdings, Inc. (NYSE American: FGH) ("FGH"), signed
a definitive plan of merger to combine the companies in an all-stock transaction. The plan of merger and transaction were unanimously
approved by the independent members of the Board of Directors of both FGF and FGH. Under the plan of the merger, FGH common stockholders
would receive one share of FGF common stock for each share of common stock of FGH held by such stockholder. Upon completion of the merger,
the combined company would be renamed to Fundamental Global Inc. and the common stock and Series A cumulative preferred stock of the
combined company would continue to trade on the Nasdaq under the tickers "FGF" and "FGFPP," respectively.

 On
February 29, 2024, FGF and FGH completed the previously announced merger transaction pursuant to the Plan of Merger, dated as of January
3, 2024, by and among FGF, FGH and FG Group LLC, a Nevada limited liability company and wholly owned subsidiary of FGF (the "Merger
Sub"). Pursuant to the terms of the Merger Agreement and in accordance with the Nevada Revised Statutes, FGH merged with and into
the Merger Sub (the "Merger"), with the Merger Sub as the surviving entity and wholly owned subsidiary of FGF. Following
the Merger, on February 29, 2024, the Company amended its Amended and Restated Articles of Incorporation to change its name to Fundamental
Global Inc.

immediately following the closing of the Merger, the Board of Directors of the Company increased in size from six to seven directors.
In connection with the closing of the Merger, E. Gray Payne and Larry G. Swets, Jr., resigned from the Board. In addition, in accordance
with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of Michael C. Mitchell, Ndamukong
Suh, and Robert J. Roschman were appointed to the Board. The Board has determined that all of its directors, except for D. Kyle Cerminara,
are "independent directors" as such term is defined by the applicable rules and regulations of the SEC and Nasdaq.

 In
connection with the Merger, Larry G. Swets, President and Chief Executive Officer of FGF prior to the closing of the Merger, and Hassan
R. Baqar, Executive Vice President and Chief Financial Officer of FGF prior to the closing of the Merger, resigned from their respective
positions with the combined company. Messrs. Swets and Baqar will remain with the combined company leading the merchant banking and SPAC
businesses.

as of the closing of the Merger, the Board appointed D. Kyle Cerminara as Chief Executive Officer and Mark D. Roberson as Chief Financial
Officer of Fundamental Global Inc.

 Unless
stated otherwise, all information included within this Annual Report relates to information that precedes the Merger with FGH.

 Overview

 Fundamental Global Inc. ("FGF", the "Company", "we", or "us"), formerly
known as FG
Financial Group, Inc., is a reinsurance, merchant
banking and asset management holding company. We focus on opportunistic collateralized and loss-capped reinsurance, while allocating
capital to merchant banking activities. The Company's principal business operations are conducted through its subsidiaries and
affiliates.

 As
of December 31, 2023, FG Financial Holdings, LLC ("FG"), a private partnership focused on long-term strategic holdings, and
its affiliated entity, collectively beneficially owned approximately 54.6% of our common stock. D. Kyle Cerminara, Chairman of our Board
of Directors, serves as Chief Executive Officer, Co-Founder and Partner of FG.

 Reincorporation

at 5:01 p.m. ET on December 9, 2022, the Company completed its reincorporation from a Delaware corporation to a Nevada corporation (the
"Reincorporation"). The Reincorporation was accomplished by means of a merger by and between the Company and its former wholly
owned subsidiary FG Financial Group, Inc., a Nevada corporation. As of December 9, 2022, the rights of the Company's stockholders
began to be governed by the Nevada corporation laws, our Amended and Restated Nevada Articles of Incorporation and our Nevada Bylaws.
The Reincorporation was approved by the Company's stockholders at a special meeting held on December 6, 2022.

 Other
than the change in the state of incorporation, the Reincorporation did not result in any change in the business, physical location, management,
assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company's employees, including
the Company's management.

 The
Reincorporation did not alter any stockholder's percentage ownership interest or number of shares owned in the Company and the
Company's common stock continues to be quoted on the Nasdaq Global Market under the same symbol "FGF" and the 8.00%
Cumulative Preferred Stock, Series A of the Company continues to be quoted on the Nasdaq Global Market under the same symbol, "FGFPP."

 Current
Business

 Our
strategy has evolved to focus on opportunistic collateralized and loss capped reinsurance, with capital allocation to merchant banking
activities with asymmetrical risk/reward opportunities. As part of our refined focus, we have adopted the following capital allocation
philosophy:

 " Grow
intrinsic value per share with a long-term focus using fundamental research, allocating capital to
 asymmetric risk/reward opportunities."

 Currently,
the business operates as a diversified holding company of insurance, reinsurance, asset management, our Special Purpose Acquisition Corporation
"SPAC" Platform businesses, and our merchant banking division.

 Insurance

 Sponsor
Protection Coverage and Risk, Inc. has been formed as a special purpose captive in South Carolina to provide reinsurance coverage for
Sides A, B, & C Directors and Officers Liability insurance coverage for related and unrelated entities of FG Reinsurance Ltd ("FGRe").
These will include SPAC entities engaged in the services or business of taking companies public, as well as small cap businesses performing
an initial public offering. Sponsor Protection Coverage and Risk, Inc. has yet to write any business.

 Reinsurance

 The
Company's wholly owned reinsurance subsidiary, FGRe, a Cayman Islands limited liability company, provides specialty property and
casualty reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms of The Insurance Act (as revised)
of the Cayman Islands and underlying regulations thereto and is subject to regulation by the Cayman Islands Monetary Authority (the "Authority").
The terms of the license require advance approval from the Authority should FGRe wish to enter into any reinsurance agreements which
are not fully collateralized.

 As
of December 31, 2023, the Company had eight active reinsurance contracts, including participating in a Funds at Lloyds ("FAL")
syndicate covering risks written by the syndicate during the 2021, 2022 and 2023 calendar years.

 In
addition, during 2023, the Company began to focus on growing fee-based revenue through FG Re Solutions, Ltd.

 Asset
Management

 FG
Strategic Consulting, LLC, ("FGSC") a wholly owned subsidiary of the Company, provides investment advisory services, including
identifying, analyzing and recommending potential investments, advising as to existing investments and investment optimization, recommending
investment dispositions, and providing advice regarding macro-economic conditions.

 SPAC
Platform and Merchant Banking

 On
December 21, 2020, we formed FG Management Solutions LLC ("FGMS"), formerly known as FG SPAC Solutions, LLC, a Delaware company,
to facilitate the launch of our "SPAC Platform." Under the SPAC Platform, we provide various strategic, administrative, and
regulatory support services to newly formed SPACs for a monthly fee. Additionally, the Company co-founded a partnership, FG Merchant
Partners, LP ("FGMP"), formerly known as FG SPAC Partners, LP, to participate as a co-sponsor for newly formed SPACs.

 In
the third quarter of 2022, the Company announced the expansion of its growth strategy through the formation of a merchant banking division.

 Employees

 As
of December 31, 2023, we had six employees. We are not a party to any collective bargaining agreement and believe that relations with
our employees are satisfactory.

 Website

 Our
corporate website is www.fundamentalglobal.com. A copy of our Code of Ethics can be found in the Governance Documents section of our
website. Information contained at the website is not a part of this report.

 ITEM
1A. RISK FACTORS

 Risks
Relating to Our Industry, Business and Operations

 We
have had limited operations upon which to predict our future performance, since the sale of our former insurance business.

 At
the end of 2019, we sold our former insurance business, and began to transition to operate as a reinsurance, merchant banking and asset
management holding company. Accordingly, our historical financial statements provide little basis upon which to predict our future performance.
Our revenue has been reduced, as we have limited assets with which to generate revenue. Our failure to secure additional sources of revenue
may have a material impact on our results of operations and financial condition. In addition, the uncertainty surrounding our future
operations and business prospects may negatively impact the value and liquidity of our stock. If we are unable to implement our business
plans successfully, our financial condition and results of operations will be impaired, and your investment in our Company will be at
risk.

 We
do not have an operating history or established reputation in the reinsurance industry, and our lack of an established operating history
and reputation may make it difficult for us to attract or retain business.

 We
provide property and casualty reinsurance through FGRe. We do not have a prolonged operating history on which we can base an estimate
of our future earnings prospects. We also do not have an established reputation in the reinsurance industry. Reputation is a very important
factor in the reinsurance industry, and competition for business is, in part, based on reputation. Although we expect that our reinsurance
policies will be fully collateralized, we are a relatively newly formed reinsurance company and do not yet have a well-established reputation
in the industry. Our lack of an established reputation may make it difficult for us to attract or retain business. We will compete with
major reinsurers, all of which have substantially greater financial marketing and management resources than we do, which may make it
difficult for us to effectively market our products or offer our products at a profit. In addition, we do not have or currently intend
to obtain financial strength ratings, which may discourage certain counterparties from entering into reinsurance contracts with us.

 As
a reinsurer, we will depend on our cedents' evaluations of the risks associated with their insurance underwriting, which may subject
us to reinsurance losses.

 In
the proportional reinsurance business, in which we will assume an agreed percentage of each underlying insurance contract being reinsured,
or quota-share contracts, we do not plan to separately evaluate each of the original individual risks assumed under these reinsurance
contracts. We will therefore be largely dependent on the original underwriting decisions made by ceding companies, which will subject
us to the risk that the cedents may not have adequately evaluated the insured risks and that the premiums ceded may not adequately compensate
us for the risks we assume. We also do not plan to separately evaluate each of the individual claims made on the underlying insurance
contracts under quota-share arrangements, in which case we will be dependent on the original claims decisions made by our cedents.

 The
involvement of reinsurance brokers may subject us to their credit risk.

 As
a standard practice of the reinsurance industry, reinsurers frequently pay amounts owed on claims under their policies to reinsurance
brokers, and these brokers, in turn, remit these amounts to the ceding companies that have reinsured a portion of their liabilities with
the reinsurer. In some jurisdictions, if a broker fails to make such a payment, the reinsurer might remain liable to the cedent for the
deficiency notwithstanding the broker's obligation to make such payment. Conversely, in certain jurisdictions, when the cedent
pays premiums for policies to reinsurance brokers for payment to the reinsurer, these premiums are considered to have been paid and the
cedent will no longer be liable to the reinsurer for these premiums, whether or not the reinsurer has actually received them from the
broker. Consequently, as a reinsurer, we expect to assume a degree of credit risk associated with the brokers that we intend to do business
with.

 We
may not be successful in carrying out our asset management strategy, and the fair value of our investments will be subject to a loss
in value.

 Through
our SPAC sponsorships, we may be subject to lock-up agreements, and our ability to access the capital used to sponsor SPACs may be limited
for a defined period, which may increase a risk of loss of all or a significant portion of value. Our investments may also become concentrated.
A significant decline in the values of these investments may produce a large decrease in our consolidated shareholders' equity
and can have a material adverse effect on our consolidated book value per share and earnings.

 The
insurance and reinsurance businesses are highly competitive, and we may not be able to compete successfully in those industries.

 The
reinsurance business, in which we participate, and the insurance business that we plan to enter are highly competitive. We compete and
will compete with major U.S. and non-U.S. reinsurers and insurers, many of which have greater financial, marketing and management resources
than we do. There has been significant consolidation in the insurance and reinsurance sector in recent years, and we may experience increased
competition as a result of that consolidation, with consolidated entities having enhanced market power. These consolidated entities may
use their enhanced market power and broader capital base to negotiate price reductions for products and services that compete with ours,
and we may experience rate declines and possibly write less business. Any failure by us to effectively compete could adversely affect
our financial condition and results of operations.

 The
insurance and reinsurance industries are highly cyclical, and we may at times experience periods characterized by excess underwriting
capacity and unfavorable premium rates.

 Historically,
insurers and reinsurers have experienced significant fluctuations in operating results due to competition, frequency of occurrence or
severity of catastrophic events, levels of capacity, general economic conditions, changes in equity, debt and other investment markets,
changes in legislation, case law and prevailing concepts of liability, and other factors. Demand for reinsurance is influenced significantly
by the underwriting results of primary insurers and prevailing general economic conditions. The supply of insurance and reinsurance is
related to prevailing prices and levels of surplus capacity that, in turn, may fluctuate in response to changes in rates of return on
both underwriting and investment sides. As a result, the insurance and reinsurance businesses historically have been cyclical, characterized
by periods of intense price competition, due to excessive underwriting capacity, as well as periods when shortages of capacity permitted
favorable premium levels and changes in terms and conditions. Until recently, the supply of insurance and reinsurance had increased over
the past several years, and may again in the future, either as a result of capital provided by new entrants or by the commitment of additional
capital by existing insurers or reinsurers. Continued increases in the supply of insurance and reinsurance may have consequences for
us, including fewer contracts written, lower premium rates, increased expenses for customer acquisition and retention, and less favorable
policy terms and conditions.

 Climate
change, as well as increasing regulation in the area of climate change, may adversely affect our insurance and reinsurance business,
financial condition and results of operations.

 Changing
weather patterns and climatic conditions, such as global warming, may have added to the unpredictability and frequency of natural disasters
in certain parts of the world and created additional uncertainty as to future trends and exposures. Although the loss experience of catastrophe
insurers and reinsurers has historically been characterized as low frequency, there is a growing concern today that climate change increases
the frequency and severity of extreme weather events, and, in recent years, the frequency of major catastrophes appears to have resumed
historical levels or increased and may continue to increase in the future.

 Claims
for catastrophic events, or an unusual frequency of smaller losses in a particular period, could expose us to large losses, cause substantial
volatility in our results of operations and could have a material adverse effect on our ability to write new business if we are not able
to adequately assess and reserve for the increased frequency and severity of catastrophes resulting from these environmental factors.
Additionally, catastrophic events could result in declines in the value of investments we hold and significant disruptions to our physical
infrastructure, systems, and operations. Climate change-related risks may also specifically adversely impact the value of the securities
that we hold.

 Changes
in security asset prices may impact the value of our investments, resulting in realized or unrealized losses on our invested assets.
These risks are not limited to but can include: (i) changes in supply/demand characteristics for fossil fuels (e.g., coal, oil, natural
gas); (ii) advances in low-carbon technology and renewable energy development; and (iii) effects of extreme weather events on the physical
and operational exposure of industries and issuers, and the transition that these companies make towards addressing climate risk in their
own businesses.

 We
cannot predict how legal, regulatory and/or social responses to concerns around global climate change may impact our business. There
can be no assurance that our reinsurance coverage and other measures taken will be sufficient to mitigate losses resulting from one or
more catastrophic events. As a result, the occurrence of one or more catastrophic events and the continuation and worsening of recent
trends could have an adverse effect on our results of operations and financial condition.

 We
are also subject to complex and changing laws, regulation and public policy debates relating to climate change which are difficult to
predict and quantify and may have an adverse impact on our business. Changes in regulations relating to climate change or our own leadership
decisions implemented as a result of assessing the impact of climate change on our business may result in an increase in the cost of
doing business or a decrease in premiums in certain lines of business.

 Underwriting
risks and reserving for losses are based on probabilities and related modeling, which are subject to inherent uncertainties.

 Our
success is dependent upon our ability to assess accurately the risks associated with the businesses that we insure and reinsure. We establish
reserves for losses and loss adjustment expenses which represent estimates based on actuarial and statistical projections, at a given
point in time, of our and our cedent's expectations of the ultimate future settlement and administration costs of losses incurred.
We utilize actuarial models as well as available historical insurance industry loss ratio experience and loss development patterns to
assist in the establishment of loss reserves. Most or all of these factors are not directly quantifiable, particularly on a prospective
basis, and the effects of these and unforeseen factors could negatively impact our ability to accurately assess the risks of the policies
that we write. Changes in the assumptions used by these models or by management could lead to an increase in our estimate of ultimate
losses in the future. In addition, there may be significant reporting lags between the occurrence of the insured event and the time it
is reported to the insurer and additional lags between the time of reporting and final settlement of claims. In addition, the estimation
of loss reserves is more difficult during times of adverse economic and market conditions due to unexpected changes in behavior of claimants
and policyholders, including an increase in fraudulent reporting of exposures and/or losses, reduced maintenance of insured properties
or increased frequency of small claims. Changes in the level of inflation also result in an increased level of uncertainty in our estimation
of loss reserves. As a result, actual losses and loss adjustment expenses paid can deviate, perhaps substantially, from the reserve estimates
reflected in our financial statements.

 If
our loss reserves are determined to be inadequate, we will be required to increase loss reserves at the time of such determination with
a corresponding reduction in our net income in the period when the deficiency becomes known. It is possible that claims in respect of
events that have occurred could exceed our claim reserves and have a material adverse effect on our results of operations, in a particular
period, or our financial condition in general. As a compounding factor, although most insurance contracts have policy limits, the nature
of property and casualty insurance and reinsurance is such that losses and the associated expenses can exceed policy limits for a variety
of reasons and could significantly exceed the premiums received on the underlying policies, thereby further adversely affecting our financial
condition.

 Our
results of operations will fluctuate from period to period and may not be indicative of our long-term prospects.

 We
anticipate that the performance of our reinsurance operations and our investment portfolio will fluctuate from period to period. In addition,
because we plan to underwrite products and make investments to achieve favorable return on equity over the long-term, our short-term
results of operations may not be indicative of our long-term prospects. Our results of operations may also be adversely impacted by general
economic conditions and the conditions and outlook of the reinsurance markets and capital markets.

 Changes
in the value of the investments we directly own, or indirectly own through our ownership of equity method investees, could materially
affect our income and increase the volatility of our earnings.

 As
of December 31, 2023, our consolidated balance sheet includes approximately $30.9 million related to investments held directly by us
or indirectly through equity method investees.

 Included
in the $30.9 million are investments in FG New America Acquisition Corp, Aldel Financial Inc., FG Merger Corp, and FG Acquisition Corp.,
all of which were originally launched as special purpose acquisition companies. FG New America Acquisition Corp. completed its business
combination in July 2021 and now operates as OppFi, Inc. (NYSE: OPFI). Our investment consists of approximately 860,000 common shares
of OPFI as well as approximately 358,000 warrants to purchase common shares of OPFI at a price of $11.50 per share. Aldel Financial Inc.
completed its business combination in December 2021 and now operates as Hagerty, Inc. (NYSE: HGTY). Our investment consists of approximately
299,000 warrants to purchase common shares of HGTY at a price of $15.00 per share. FG Merger Corp completed its business combination
in August 2023 and now operates as iCoreConnect, Inc. (NASDAQ: ICCT). Our investment consists of approximately 715,000 preferred shares
of ICCT as well as approximately 1,240,000 warrants to purchase preferred shares of ICCT at a price of $11.50 per share, and approximately
190,000 warrants to purchase preferred shares of ICCT at a price of $15.00 per share.

 As
of December 31, 2023, FG Acquisition Corp. had not yet completed a business combination agreement. Our investment in FG Acquisition Corp.
consists of approximately 819,000 shares of FG Acquisition's common stock, approximately 1,400,000 warrants with an $11.50 exercise
price and 5-year expiration (the "FGAC Warrants"), approximately 440,000 warrants with a $15 exercise price and 10-year expiration,
and either (i) up to approximately an additional 1,600,000 FGAC Warrants, or (ii) up to approximately $2 million in cash, or (iii) a
pro-rata combination of such FGAC Warrants and cash, based on certain adjustment provisions and the level of redemptions of FG Acquisition's
publicly traded warrants at the time of a business combination.

 In
addition to the investments noted above, the Company also holds interests in FG Communities and Craveworthy LLC, both of which are private
companies.

 The
change in value of any of the investments noted above, which primarily make up the $30.9 million on our consolidated balance sheet at
December 31, 2023, could significantly impact our reported results and shareholders' equity.

 Adverse
developments in the financial markets could have a material adverse effect on our results of operations, financial position and our businesses,
and may also limit our access to capital.

 Adverse
developments in the financial markets, such as disruptions, uncertainty or volatility in the capital and credit markets, may result in
realized and unrealized capital losses that could have a material adverse effect on our results of operations, financial position and
our businesses, and may also limit our access to capital required to operate our business. Depending on market conditions, we could incur
additional realized and unrealized losses on our investment portfolio in future periods, which could have a material adverse effect on
our results of operations, financial condition and business. Economic conditions could also have a material impact on the frequency and
severity of claims and therefore could negatively impact our underwriting returns. The volatility in the financial markets could continue
to significantly affect our investment returns, reported results, and shareholders' equity.

 The
capital requirements of our businesses depend on many factors, including regulatory requirements, the performance of our investment portfolio,
our ability to write new business successfully, the frequency and severity of catastrophe events and our ability to establish premium
rates and reserves at levels sufficient to cover losses.

 Our
investments in special purpose acquisition companies as well as the sponsors of special purpose acquisition companies involve a high
degree of risk.

 We
have invested in initial public offerings ("IPOs") of special purpose acquisition companies, including SPACs that are sponsored
by our affiliates. In general, a SPAC is a special purpose vehicle that is formed to raise capital from the public through an IPO with
the purpose, usually, of using the proceeds to acquire a single unspecified business or assets to be identified after the IPO. The IPO
proceeds are held in a trust account until released to fund a business combination or used to redeem shares sold in the IPO. SPACs are
required to either consummate a business combination or liquidate within a set period of time following their IPO. Because, at the time
of the IPO, the SPAC has no operating history or any plans, arrangements or understandings with any prospective investment targets, we
will have no basis upon which to evaluate the SPAC's ability to achieve its business objectives. If a SPAC fails to complete its
initial business transaction within the required time period, it will never generate any operating revenues and our SPAC investment may
receive only a fixed dollar amount per share upon redemption, or less than such fixed amount in certain circumstances which could significantly
affect our operating results and shareholders' equity.

 Additionally,
as of December 31, 2023, we have acquired equity interests in various sponsors of SPACs ("Sponsor") and expect to acquire
additional interests in sponsors of SPACs in the future. By investing in a Sponsor, we have provided at-risk capital which allows the
Sponsor to launch the IPO of the SPAC. In exchange for this investment, we own interests in the Sponsor that entitle us to receive distributions
of shares and warrants in the SPAC. These Sponsor interests do not have redemption rights to receive any portion of our original investment
back from the trust account of the SPAC, as is normally associated with an IPO investment directly into a SPAC. Accordingly, an investment
in a Sponsor is subject to a much higher degree of risk than an investment directly in a SPAC's IPO because the entire investment
may be lost if the SPAC is not successful in consummating a business combination. Such potential loss could have a material effect on
our financial results and shareholders' equity.

 As
the number of SPACs evaluating targets increases, attractive targets may become more scarce, and there may be increased competition for
attractive targets. This could increase the cost of an initial business combination and it could even result in an inability to find
a target or to consummate an initial business combination.

 In
recent years, the number of SPACs that have been formed has increased substantially. Many potential targets for special purpose acquisition
companies have already entered into an initial business combination. As a result, at times, fewer attractive targets may be available
to consummate an initial business combination.

 In
addition, because there are more SPACs seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become more scarce for other reasons, such as economic or industry sector downturns, geopolitical
tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.
Together, this could increase the cost of, delay or otherwise complicate or frustrate the ability of a SPAC to find and consummate an
initial business combination and may result in an inability to consummate an initial business combination on terms favorable to investors
altogether.

 Furthermore,
the strength of the market for SPAC IPOs has fluctuated substantially from year to year and has experienced cycles of relative strength
and weakness. There can be no assurance that the SPAC market will be strong in the future.

 Legal
and Regulatory Risks

 Our
failure to obtain or maintain approval of insurance regulators and other regulatory authorities as required for the operations of our
reinsurance subsidiary may have a material adverse effect on our future business, financial condition, results of operations and prospects.

 FGRe
has a Class B (iii) insurer license in accordance with the terms of The Insurance Law, 2010 and is subject to regulation by the Cayman
Islands Monetary Authority. Failure to comply with the laws, regulations and requirements applicable to a Cayman Islands-domiciled reinsurance
subsidiary could result in consequences which may have a material adverse effect on our business and results of operations. Our future
business plans may also require advance approval of our insurance operations. Failure to receive or maintain the licenses necessary to
execute on our strategy or receive necessary approvals may have a material adverse effect on our future business.

 We
are subject to the risk of becoming an investment company under the Investment Company Act.

 We
are subject to the risk of inadvertently becoming an investment company, which would require us to register under the Investment Company
Act of 1940, as amended (the "Investment Company Act"). Registered investment companies are subject to extensive, restrictive
and potentially adverse regulations relating to, among other things, operating methods, management, capital structure, dividends and
transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we currently
operate and plan to operate our business in the future.

 We
plan to monitor the value of our investments and structure our operations and transactions to qualify for exemptions under the Investment
Company Act. Accordingly, we may structure transactions in manners less advantageous than if we did not have Investment Company Act concerns,
or we may avoid otherwise economically desirable transactions due to those concerns. In addition, adverse developments with respect to
our ownership of our operating subsidiaries, including significant appreciation or depreciation in the market value of certain of our
publicly traded holdings, could result in our inadvertently becoming an investment company. If it were established that we were an investment
company, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive
relief, or both, in an action brought by the SEC, that we would be unable to enforce contracts with third parties, or that third parties
could seek to obtain rescission of transactions with us undertaken during the period it was established that we were an unregistered
investment company.

 We
have a limited operating history as a publicly traded company. Our inexperience as a public company and the requirements of being a public
company may strain our resources, divert management's attention, affect our ability to attract and retain qualified board members
and have a material adverse effect on us and our stockholders.

 We
have a limited operating history as a publicly traded company. As a publicly traded company, we are required to develop and implement
substantial control systems, policies and procedures to satisfy our periodic SEC reporting and Nasdaq obligations. Management's
previous experience may not be sufficient to successfully develop and implement these systems, policies and procedures and to operate
our Company. Failure to do so could jeopardize our status as a public company, and the loss of such status may have a material adverse
effect on us and our stockholders.

 In
addition, as a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank
Act, and Nasdaq rules, including those promulgated in response to the Sarbanes-Oxley Act. The requirements of these rules and regulations
increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand
on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with
respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal controls for financial reporting. To maintain and improve the effectiveness of our disclosure controls
and procedures, we need to continually commit significant resources, maintain staff and provide additional management oversight. In addition,
implementing our business strategy and sustaining our growth will require us to commit additional management, operational and financial
resources to identify new professionals to join our organization and to maintain appropriate operational and financial systems to adequately
support expansion. These activities may divert management's attention from other business concerns, which could have a material
adverse effect on our business, financial condition, results of operations and cash flows.

 As
a public company, we incur significant annual expenses related to these steps associated with, among other things, director fees, reporting
requirements, transfer agent fees, accounting, administrative personnel, auditing and legal fees and similar expenses. We also incur
higher costs for director and officer liability insurance and other insurance coverages. Any of these factors make it more difficult
for us to attract and retain qualified members of our Board of Directors. Finally, we expect to incur additional costs once we lose smaller
reporting company status or are required to provide an auditor attestation report on the effectiveness of our internal control over financial
reporting.

 If
we fail to establish and maintain an effective system of integrated internal controls, we may not be able to report our financial results
accurately, which could have a material adverse effect on our business, financial condition and results of operations.

 Ensuring
that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements
on a timely basis is a costly and time-consuming effort that we will need to evaluate frequently. Section 404 of the Sarbanes-Oxley Act
requires public companies to conduct an annual review and evaluation of their internal controls and attestations of the effectiveness
of internal controls by independent auditors. We currently qualify as a smaller reporting company under the regulations of the SEC. As
a smaller reporting company, we are exempt from the requirement to include the auditor's report of the effectiveness of internal
control over financial reporting until such time as we no longer qualify as a smaller reporting company, based on our public float and
reporting more than $100 million in annual revenues in a fiscal year. Regardless of our qualification status, we have implemented control
systems and procedures to satisfy the reporting requirements under the Exchange Act and applicable requirements of Nasdaq, among other
items. Maintaining these internal controls is costly and may divert management's attention.

 Our
evaluation of our internal controls over financial reporting may identify material weaknesses that may cause us to be unable to report
our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC,
or violations of Nasdaq's listing rules. There also could be a negative reaction in the financial markets due to a loss of investor
confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could
suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial
reporting. This may have a material adverse effect on our business, financial condition and results of operations and could also lead
to a decline in the price of our common stock.

 While
we currently qualify as a smaller reporting company under SEC regulations, we cannot be certain, if we take advantage of the reduced
disclosure requirements applicable to these companies, that we will not make our stock less attractive to investors. Once we lose smaller
reporting company status, the costs and demands placed upon our management are expected to increase.

 The
SEC's rules exempt smaller reporting companies, like us, from various reporting requirements applicable to public companies that
are not smaller reporting companies. So long as we qualify as a smaller reporting company, based on our public float, and report less
than $100 million in annual revenues in a fiscal year, we are permitted, and we intend, to omit the auditor's attestation on internal
control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act.

 Until
such time that we lose smaller reporting company status, it is unclear if investors will find our stock less attractive because we may
rely on certain disclosure exemptions. If some investors find our stock less attractive as a result, there may be a less active trading
market for the stock, and our stock price may be more volatile and could cause our stock price to decline. Even if we remain a smaller
reporting company, if our public float exceeds $75 million and we report $100 million or more in annual revenues in a fiscal year, we
will become subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act, requiring our independent registered public accounting
firm to provide an attestation report on the effectiveness of our internal control over financial reporting, making the public reporting
process more costly.

 Holders
of our outstanding shares of 8.00% Cumulative Preferred Stock, Series A, have dividend, liquidation and other rights that are senior
to the rights of holders of our common shares.

 As
of December 31, 2023, we have issued and outstanding 894,580 shares of preferred stock designated as 8.00% Cumulative Preferred Stock,
Series A, par value $25.00 per share (the "Series A Preferred Stock"). The aggregate liquidation preference with respect
to the outstanding shares of Series A Preferred Stock is approximately $22.4 million, and annual dividends on the outstanding shares
of Series A Preferred Stock are approximately $1.8 million. Holders of our Series A Preferred Stock are entitled to receive, when, as
and if declared by our Board of Directors cumulative cash dividends from and including the original issue date at the rate of 8.00% of
the $25.00 per share liquidation preference per annum (equivalent to $2.00 per annum per share). Upon our voluntary or involuntary liquidation,
dissolution or winding up, before any payment is made to holders of our common shares, holders of these preferred shares are entitled
to receive, for each share held, an amount equal to the $25.00 liquidation preference and unpaid dividends. This would reduce the remaining
amount of our assets, if any, available to distribute to holders of our common shares.

 Our
Board of Directors has the authority to designate and issue additional preferred shares with liquidation, dividend and other rights that
are senior to those of our common shares, similar or senior to the rights of the holders of our Series A Preferred Stock. Because our
decision to issue additional securities will depend on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of any future offerings. Thus, our stockholders bear the risk that future securities issuances might dilute
their interests and reduce the market price of our stock.

 We
may fail to satisfy the continued listing standards of Nasdaq, in which case our stock might be delisted.

 Even
though we currently satisfy the continued listing standards for Nasdaq and expect to continue to do so, we can provide no assurance that
we will continue to satisfy the continued listing standards in the future. In the event that we are unable to satisfy the continued listing
standards of Nasdaq, our stock may be delisted from that market. Any delisting of our stock from Nasdaq could:

 adversely
 affect our ability to attract new investors;

 decrease
 the liquidity of our outstanding stock;

 reduce
 our flexibility to raise additional capital;

 reduce
 the price at which our stocks trade; and

 increase
 the transaction costs inherent in trading our stock, with overall negative effects for our stockholders.

 In
addition, delisting our stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our stock
and might deter some institutions or others from investing in our securities at all. For these reasons and others, delisting could adversely
affect the price of our stock and our business, financial condition and results of operations.

 Technology
and Operational Risks

 Our
information technology systems may fail or suffer a loss of security which may have a material adverse effect on our business.

 Our
business is highly dependent upon the successful and uninterrupted functioning of our computer and data processing systems. Our operations
are dependent upon our ability to process our business timely and efficiently and protect our information systems from physical loss
or unauthorized access. In the event that our systems cannot be accessed due to a natural catastrophe, terrorist attack or power outage,
or systems and telecommunications failures or outages, external attacks such as computer viruses, malware or cyber-attacks, or other
disruptions occur, our ability to perform business operations on a timely basis could be significantly impaired and may cause our systems
to be inaccessible for an extended period of time. A sustained business interruption or system failure could adversely impact our ability
to perform necessary business operations in a timely manner, hurt our relationships with our business partners and customers and have
a material adverse effect our financial condition and results of operations.

 Our
operations also depend on the reliable and secure processing, storage and transmission of confidential and other information in our computer
systems and networks. From time to time, we may experience threats to our data and systems, including malware and computer virus attacks,
unauthorized access, systems failures and disruptions. Computer viruses, hackers, phishing attacks, social engineering schemes, ransomware,
employee misconduct and other external hazards could expose our data systems to security breaches, cyber-attacks or other disruptions.
In addition, we routinely transmit and receive personal, confidential and proprietary information by electronic means. Our systems and
networks may be subject to breaches or interference. Any such event may result in operational disruptions as well as unauthorized access
to or the disclosure or loss of our proprietary information or our customers' information or theft of funds and other monetary
loss, which in turn may result in legal claims, regulatory scrutiny and liability, damage to our reputation, the incurrence of costs
to eliminate or mitigate further exposure, the loss of customers or affiliated advisers or other damage to our business.

 Risks
Related to Our Significant Shareholder

 FG
Financial Holdings, LLC ("FG") and its affiliated entity control a substantial interest in us and thus may exert substantial
influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

 As
of December 31, 2023, FG and its affiliates own approximately 54.6% of our issued and outstanding common stock. Accordingly, they may
exert a substantial influence on actions requiring a stockholder vote, including election of directors, potentially in a manner that
you do not support. D. Kyle Cerminara, Chairman of our Board of Directors, serves as Chief Executive Officer, Co-Founder and Partner
of FG. Due to his position as a member of our Board of Directions as well as his positions at FG, he has considerable influence on actions
requiring a stockholder vote.

 Risks
Related to Human Capital

 We
may be unable to attract and retain key personnel and management, which could adversely impact our ability to successfully implement
and execute our business and growth strategy.

 The
successful implementation of our business and growth strategy depends in large part upon the ability and experience of members of our
management and other personnel. Our performance will be dependent on our ability to identify, hire, train, motivate and retain qualified
management and personnel with experience in the reinsurance industry, investment advisory services, and in real estate investments. We
may not be able to attract and retain such personnel on acceptable terms, or at all. If we lose the service of qualified management or
other personnel or are unable to attract and retain the necessary members of management or personnel, we may not be able to successfully
execute on our business strategy, which could have an adverse effect on our business.

 Some
of our directors and officers also serve as directors and/or executive officers for other public companies or for our controlling stockholders
or their affiliates, which may lead to conflicting interests.

 Our
Chairman, D. Kyle Cerminara, serves as an executive officer of FG and its affiliated entity, which together, as of December 31, 2023,
beneficially owned approximately 54.6% of our outstanding shares of common stock. Additionally, Mr. Cerminara also currently serves as
Director of FG Group Holdings, Inc. (NYSE American: FGH) (formerly Ballantyne Strong, Inc.). Mr. Cerminara is also the Chairman of FG
Acquisition Corp (TSX:FGAA.U). Scott D. Wollney, one of our directors, serves as an executive officer and director of Atlas Financial
Holdings, Inc. (Nasdaq: AFH) ("Atlas"), a commercial automobile managing general agency. Our chief executive officer and
director, Mr. Swets, serves as director of GreenFirst Forest Products Inc. (TSXV: GFP), FG Group Holdings, Inc. (NYSE American: FGH),
and FG Acquisition Corp. (TSX: FGAA.U). He also serves as the Chief Executive Officer of FG Acquisition Corp. Our Executive Vice President
and Chief Financial Officer, Hassan R. Baqar, also serves as Director and Chief Financial Officer of FG Acquisition Corp. (TSX: FGAA.U)

 Our
executive officers and members of our Company's Board of Directors have fiduciary duties to our stockholders; likewise, persons
who serve in similar capacities at the public companies have fiduciary duties to those companies' investors. There may be potential
conflicts of interest if our Company and one or more of these other companies pursue acquisitions, investments and other business opportunities
that may be suitable for each of us. Our directors who find themselves in these multiple roles may, as a result, have conflicts of interest
or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they
owe fiduciary duties. Furthermore, our directors who find themselves in these multiple roles own stock options, shares of common stock
and other securities in some of these entities. These ownership interests could create, or appear to create, potential conflicts of interest
when the applicable individuals are faced with decisions that could have different implications for our Company and these other entities.
From time to time, we may enter into transactions with or participate jointly in investments with those other entities or their affiliates.
We may create new situations in the future in which our directors serve as directors or executive officers in future investment holdings
of such entities.

 Our
executive officers and directors will allocate their time to our and other businesses in which they are involved, at their discretion,
potentially to the detriment of the Company.

 Our
executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in conflicts
of interest in allocating their time between our operations and those other businesses in which they are involved. Our chief executive
officer is engaged in other business endeavors for which he may be entitled to substantial compensation, and our executive officers are
not obligated to contribute any specific amount of time to our affairs. Our directors also serve as officers and board members for other
entities. If our executive officers' and directors' elect to devote substantial amounts of time to the affairs of other businesses,
in excess of current levels, they might not assign sufficient attention to the Company, potentially impairing our results of operations,
financial condition, and prospects and the value of our securities.

 Members
of our management and companies with which they are affiliated in the past have been, and may in the future be, involved in civil disputes
and litigation and governmental investigations relating to their business affairs unrelated to our company. Any such claims or investigations
may divert management's attention from our business or be detrimental to our reputation, resulting in adverse effects upon our
results of operations, financial condition, and prospects and the value of our securities held by investors.

 General
Risk Factors

 Unfavorable
global economic conditions, including as a result of health and safety concerns, could adversely affect our business, financial condition
or results of operations.

 Our
results of operations and the implementation of our new business strategy could be adversely affected by general conditions in the global
economy, including conditions that are outside of our control. A severe or prolonged economic downturn could result in a variety of risks
to our business and could delay the implementation of our new business strategy.

 In
the event of a major disruption caused by the pandemic, we may lose the services of our employees, experience system interruptions or
face challenges accessing the capital or credit markets, which could lead to diminishment of our business operations. Any of the foregoing
could harm our business and delay the implementation of our business strategy.

 The
U.S. economy is being negatively impacted by historically significant inflation, a looming recession and disruptions in supply and the
workforce; recent global socioeconomic trends, including the war in Ukraine and U.S. relations with certain foreign powers including
China may have a further adverse effect on the U.S. economy and our businesses.

 The
U.S. and larger global economies experienced historically high inflation during 2023. As a result, the prospect for a recession is high
and considered by many to be likely. Some sources have declared that the U.S. already is in a recession. Consumer prices, including basic
costs of food, fuel, utilities, healthcare, mortgage and personal loan rates, and other non-discretionary and discretionary consumer
items are up by high single digits. Wages are up, however, increases in wages lag price inflation resulting in a net decline in real
personal incomes relative to consumer spending. Volatility continues to exist in the workforce making it more difficult and costly for
employers to recruit, hire and/or retain workers. U.S. unemployment remains relatively low, however the labor utilization rate and ratio
of workers to the total population also remain low. Shortages in the workforce are a significant factor in supply shortages relative
to demand and also help fuel inflation. On the global stage, the invasion of Ukraine by Russia and escalation of overtures by China over
Taiwan and the South China Sea, also add instability to the uncertainty driving socioeconomic forces, which in turn, impact the Company's
and its subsidiaries' operations.

 The
present conditions and state of our U.S. and global economies make it difficult to predict whether and/or when and to what extent a recession
has occurred or will occur in the near future. In the event of an occurring or worsening recession, as the case may be, in which the
U.S. economy contracts, our businesses could be negatively impacted.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Material
risks from cybersecurity threats are managed across the Company, third-party suppliers and vendors. Monitoring such risks and threats
is integrated into the Company's overall risk management program.

 The
Company regularly assesses risks from cybersecurity and technology threats and monitors information systems for potential vulnerabilities.
The Company maintains technical and organizational safeguards, including risk awareness education, employee training, incident response
capability exercises, and cybersecurity insurance for the protection of the Company's assets. With the goal of minimizing disruption,
the Company also leverages a third-party specialist to identify, prioritize, assess, mitigate, and remediate risks within our network
and to assist in implementing processes to oversee and identify material risks from cybersecurity threats associated with third-party
service providers.

 Our
operations depend on our ability to process our business timely and efficiently and protect our information systems from physical loss
or unauthorized access. A sustained business interruption or system failure could adversely impact our ability to perform necessary business
operations promptly, hurt our relationships with our business partners and customers, and have a material adverse effect on our financial
condition and results of operations.

 In
the event of an incident, the Company focuses on responding to and containing the threat and minimizing any business impact, as appropriate.
In the event of an incident, Senior Management assesses, among other factors, safety impact, data loss, business operations disruption,
projected cost and potential for reputational harm.

 To
date, the Company has not experienced any material cybersecurity incidents. For a discussion of whether any risks from cybersecurity
threats are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition,
See "Item 1A. Risk Factors — Technology and Operational Risks."

 The Chief Financial Officer leads the implementation of information
system controls and is responsible for monitoring the controls to ensure they remain appropriate. The Chief Financial Officer has the
proper credentials and relevant experience given the environment in which the Company operates, The Audit Committee of the Board, with
input from Senior Management, primarily the Chief Financial Officer, assesses the Company's cybersecurity, other information technology
risks, threats, and the measures implemented by the Company to mitigate and prevent cyberattacks. The Audit Committee will elevate any
issues identified as potential threats to the attention of the Board. In addition, the Board of the Company oversees our annual enterprise
risk assessment and receives periodic reports on the Company's cybersecurity controls.

 ITEM
2. PROPERTIES

 Our
executive offices are located at 104 S Walnut, Unit 1A, Itasca, IL 60143. Our lease term expires in December 2025. Total minimum rent
over the next twelve months is expected to be $21,000.

 In
the opinion of the Company's management, our executive offices are suitable for our current business and are adequately maintained.

 ITEM
3. LEGAL PROCEEDINGS

 As
of December 31, 2023, the Company was not a party to any legal proceedings and was not aware of any material claims or actions pending
or threatened against us. From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business.
Currently, it is not possible to predict legal outcomes and their impact on the future development of claims. Any such development will
be affected by future court decisions and interpretations. Because of these uncertainties, additional liabilities may arise for amounts
in excess of the Company's current reserves.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
for Registrant's Common Stock

 Our
common stock is traded on the Nasdaq Global Market tier of the Nasdaq Stock Market, LLC under the symbol "FGF." Our Series
A Preferred Stock is also traded on the Nasdaq Global Market tier of the Nasdaq Stock Market under the symbol "FGFPP."

 Number
of Common Stockholders

 As
of December 31, 2023, we had 10,558,931 shares of common stock outstanding, which were held by 9 stockholders of record, including Cede
& Co., which holds shares on behalf of the beneficial owners of the Company's common stock. Because brokers and other institutions
hold many of our shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record
holders.

 Dividends

 We
have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock
in the foreseeable future. It is the present policy of our Board of Directors to retain earnings, if any, for use in developing and expanding
our business. In the future, our payment of dividends on our common stock will also depend on the amount of funds available, our financial
condition, capital requirements and such other factors as our Board of Directors may consider.

 Holders
of our Series A Preferred Stock are entitled to receive quarterly cash dividends at a rate of 8.00% per annum of the $25.00 per share
liquidation preference (equivalent to $2.00 per annum per share). We intend to declare regular quarterly dividends on the shares of Series
A Preferred Stock.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 See
Item 12.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 You
should read the following discussion in conjunction with our consolidated financial statements and related notes and information included
elsewhere in this annual report on Form 10-K. You should review the "Risk Factors" section of this annual report for a discussion
of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking
statements contained in the following discussion and analysis. Some of the information contained in this discussion and analysis and
set forth elsewhere in this annual report on Form 10-K includes forward-looking statements that involve risks and uncertainties.

 Unless
context denotes otherwise, the terms "Company," "FGF," "we," "us," and "our,"
refer to FG Financial Group, Inc., and its subsidiaries.

 Recent
Developments

 On
January 3, 2024, FG Financial Group, Inc. ("FGF") and FG Group Holdings, Inc. (NYSE American: FGH) ("FGH"), signed
a definitive plan of merger to combine the companies in an all-stock transaction. The plan of merger and transaction were unanimously
approved by the independent members of the Board of Directors of both FGF and FGH. Under the plan of the merger, FGH common stockholders
would receive one share of FGF common stock for each share of common stock of FGH held by such stockholder. Upon completion of the merger,
the combined company would be renamed to Fundamental Global Inc. and the common stock and Series A cumulative preferred stock of the
combined company would continue to trade on the Nasdaq under the tickers "FGF" and "FGFPP," respectively.

 On
February 29, 2024, FGF and FGH completed the previously announced merger transaction pursuant to the Plan of Merger, dated as of January
3, 2024 (the "Merger Agreement"), by and among FGF, FGH and FG Group LLC, a Nevada limited liability company and wholly owned
subsidiary of FGF (the "Merger Sub"). Pursuant to the terms of the Merger Agreement and in accordance with the Nevada Revised
Statutes, FGH merged with and into the Merger Sub (the "Merger"), with the Merger Sub as the surviving entity and wholly
owned subsidiary of FGF. Following the Merger, on February 29, 2024, the Company amended its Amended and Restated Articles of Incorporation
to change its name to Fundamental Global Inc.

immediately following the closing of the Merger, the Board of Directors of the Company (the "Board") increased in size from
six to seven directors. In connection with the closing of the Merger, E. Gray Payne and Larry G. Swets, Jr., resigned from the Board.
In addition, in accordance with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of
Michael C. Mitchell, Ndamukong Suh, and Robert J. Roschman were appointed to the Board. The Board has determined that all of its directors,
except for D. Kyle Cerminara,
are "independent directors" as such term is defined by the applicable rules and regulations of the SEC and Nasdaq.

 In
connection with the Merger, Larry G. Swets, President and Chief Executive Officer of FGF prior to the closing of the Merger, and Hassan
R. Baqar, Executive Vice President and Chief Financial Officer of FGF prior to the closing of the Merger, resigned from their respective
positions with the combined company. Messrs. Swets and Baqar will remain with the combined company leading the merchant banking and SPAC
businesses.

as of the closing of the Merger, the Board appointed D. Kyle Cerminara as Chief Executive Officer and Mark D. Roberson as Chief Financial
Officer of Fundamental Global Inc.

 Unless
stated otherwise, all information included within this Annual Report relates to information that precedes the Merger with FGH.

 Overview

 Fundamental Global Inc. ("FGF", the "Company", "we", or "us"), formerly
known as FG Financial Group, Inc., is a reinsurance, merchant banking and asset management holding company. We focus on opportunistic collateralized and loss-capped reinsurance, while allocating
capital to merchant banking activities.
The Company's principal business operations are conducted through its subsidiaries and affiliates.

 As
of December 31, 2023, FG Financial Holdings, LLC ("FG"), a private partnership focused on long-term strategic holdings, and
its affiliated entity collectively beneficially owned approximately 54.6% of our common stock. D. Kyle Cerminara, Chairman of our Board
of Directors, serves as Chief Executive Officer, Co-Founder and Partner of FG.

 Critical
Accounting Estimates

 Critical
accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant
level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results
of operations. Actual results may differ materially from these estimates. Set forth below is qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact the critical accounting estimate has had or is reasonably likely to
have on financial condition or results of operations, to the extent the information is material and reasonably available.

 Other

 Other
investments consist, in part, of equity investments made in privately held companies accounted for under the equity method. The
carrying values of investments accounted for under the equity method of accounting, and the corresponding gains and losses resulting
from equity pickups, are significantly impacted by certain investments held by equity method investees. As discussed further in Note
4, these investments held by our equity method investees are valued using Monte-Carlo simulation and option pricing models.
Inherent in Monte-Carlo simulation and option pricing models are assumptions related to expected volatility and discount for lack of
marketability of the underlying investment. Our investees estimate the volatility of these investments based on the historical
performance of various broad market indices blended with various peer companies which they consider as having similar
characteristics to the underlying investment, as well as consideration of price and volatility of relevant publicly traded
securities such as SPAC warrants. Our investees also consider the probability of a successful merger when valuing equity for SPACs
that have not yet completed a business combination.

 Valuation
of Net Deferred Income Taxes

 The
provision for income taxes is calculated based on the expected tax treatment of transactions recorded in the Company's consolidated
financial statements. In determining its provision for income taxes, the Company interprets tax legislation in a variety of jurisdictions
and makes assumptions about the expected timing of the reversal of deferred income tax assets and liabilities and the valuation of net
deferred income taxes.

 The
ultimate realization of the deferred income tax asset balance is dependent upon the generation of future taxable income during the periods
in which the Company's temporary differences reverse and become deductible. A valuation allowance is established when it is more
likely than not that all or a portion of the deferred income tax asset balance will not be realized. In determining whether a valuation
allowance is needed, management considers all available positive and negative evidence affecting specific deferred income tax asset balances,
including the Company's past and anticipated future performance, the reversal of deferred income tax liabilities, and the availability
of tax planning strategies. To the extent a valuation allowance is established in a period, an expense must be recorded within the income
tax provision in the consolidated statements of income and comprehensive income.

 Premium
Revenue Recognition

 The
Company participates in reinsurance quota-share contracts and estimates the ultimate premiums for the contract period. These estimates
are based on information received from the ceding companies, whereby premiums are recorded as written in the same periods in which the
underlying insurance contracts are written and are based on cession statements from cedents. These statements are received quarterly
and in arrears, and thus, for any reporting lag, premiums written are estimated based on the portion of the ultimate estimated premiums
relating to the risks underwritten during the lag period.

 Premium
estimates are reviewed by management periodically. Such review includes a comparison of actual reported premiums to expected ultimate
premiums. Based on management's review, the appropriateness of the premium estimates is evaluated, and any adjustments to these
estimates are recorded in the period in which they are determined. Changes in premium estimates, including premiums receivable, are not
unusual and may result in significant adjustments in any period. A significant portion of amounts included in the caption "Reinsurance
balances receivable" in the Company's consolidated balance sheets represent estimated premiums written, net of commissions,
brokerage, and loss and loss adjustment expense, and are not currently due based on the terms of the underlying contracts.

 Premiums
written are generally recognized as earned over the contract period in proportion to the risk covered. Additional premiums due on a contract
that has no remaining coverage period are earned in full when written. Unearned premiums represent the unexpired portion of reinsurance
provided.

 Loss
and Loss Adjustment Expense Reserves

 Loss
and loss adjustment expense reserve estimates are based on estimates derived from reports received from ceding companies. These estimates
are periodically reviewed by the Company's management and adjusted as necessary. Since reserves are estimates, the final settlement
of losses may vary from the reserves established and any adjustments to the estimates, which may be material, are recorded in the period
they are determined.

 Loss
estimates may also be based upon actuarial and statistical projections, an assessment of currently available data, predictions of future
developments, estimates of future trends and other factors. Significant assumptions used by the Company's management and third-party
actuarial specialists include loss development factor selections, initial expected loss ratio selections, and weighting of methods used.
The final settlement of losses may vary, perhaps materially, from the reserves recorded. All adjustments to the estimates are recorded
in the period in which they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR
loss reserves, until the occurrence of an event which may give rise to a claim. As a result, only loss reserves applicable to losses
incurred up to the reporting date are established, with no allowance for the establishment of loss reserves to account for expected future
loss events.

 Generally,
the Company obtains regular updates of premium and loss related information for the current and historical periods, which are utilized
to update the initial expected loss ratio. We also experience lag between (i) claims being reported by the underlying insured to the
Company's cedent and (ii) claims being reported by the Company's cedent to the Company. This lag may impact the Company's
loss reserve estimates. Cedent reports have pre-determined due dates (for example, thirty days after each month end). As a result, the
lag depends in part upon the terms of the specific contract. The timing of the reporting requirements is designed so that the Company
receives premium and loss information as soon as practicable once the cedent has closed its books. Accordingly, there should be a short
lag in such reporting. Additionally, most of the contracts that have the potential for large single event losses have provisions that
such loss notifications are provided to the Company immediately upon the occurrence of an event.

 Recent
Accounting Pronouncements

 See
Item 8, Note 3 – Recently Adopted and Issued Accounting Standards in the Notes to the Consolidated Financial Statements for a discussion
of recent accounting pronouncements and their effect on the Company.

 Analysis
of Financial Condition

 As
of December 31, 2023 compared to December 31, 2022

 The
table below summarizes, by type, the Company's investments held at fair value as of December 31, 2023 and 2022.

 As of December 31, 2023

 Cost Basis

 Gross Unrealized Gains

 Gross Unrealized Losses

 Carrying Amount

 OppFi common stock and warrants

 $
 1,916

 $
 2,636

 $
 -

 $
 4,552

 Total investments

 $
 1,916

 $
 2,636

 $
 -

 $
 4,552

 As of December 31, 2022

 Cost Basis

 Gross Unrealized Gains

 Gross Unrealized Losses

 Carrying Amount

 Hagerty common stock

 $

 $
 –

 $

 $

 Total investments

 $

 $
 –

 $

 $

 OppFi

 As
a result of FG Special Situations Fund, LP ("The Fund") unwinding the Company received
approximately 860,000 common shares of OppFi common stock and approximately 360,000 $11.50 strike warrants. On the date of the
distribution, the securities had an aggregate fair value of approximately $1.9 million.

 Hagerty

 On
December 15, 2022, FGMP distributed 99,999 common shares of Hagerty to the Company. On the date of distribution, the common shares had
an aggregate fair value of approximately $889,000. The Company sold the common shares during the first quarter of 2023 for a realized
loss of approximately $16,000.

Method Investments

 Other investments on the Company's consolidated balance sheets
include our equity method investments. Below is a summary of the carrying values on the consolidated balance sheets:

 2023

 2022

 FG Merchant Partners, LP

 $
 8,812

 $
 5,772

 FGAC Investors LLC

 8,835

 -

 FG Merger Investors LLC

 4,977

 -

 Greenfirst Forest Products Holdings LLC

 -

 FG Special Situations Fund, LP

 -

 16,814

 $
 23,532

 $
 22,586

 On
January 4, 2021, FGMP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners,
as well as other merchant banking interests. The Company is the sole managing member of the general partner of FGMP and holds a limited
partner interest of approximately 46% in FGMP. FGMP participates as a co-sponsor of the SPACs launched under our SPAC Platform as well
as merchant banking initiatives.

 For the year ended December 31, 2023, the Company contributed $0.1
million into FGMP and has recorded equity method gains of approximately $3.0 million. Of the $8.8 million carrying value of our investment
in FGMP at December 31, 2023 the Company may allocate up to approximately $0.4 million to incentivize and compensate individuals and entities
for the successful merger of SPACs launched under our platform.

method investments previously included our investment in the Fund. However, during the first quarter of 2023, it was determined that
the Fund would begin the process of winding down, and all investment holdings held in the name of the Fund would be transferred and distributed
to members within the Fund based on their ownership percentage of each respective holding. Prior to the unwinding, through the Fund,
the Company held underlying investments in FGAC Investors LLC, FG Merger Investors LLC, and Greenfirst Forest Products Holdings LLC.
The Fund, an investment company, carried each of these investments at fair value. In June 2023, all transfers were completed, resulting
in the Company being transferred direct limited partner interests in FGAC Investors LLC, with a carrying value of $8.9 million, FG Merger
Investors LLC, with a carrying value of $3.4 million, and Greenfirst Forest Products Holdings, LLC, with a carrying value of $1.4 million.
The Company determined that it has the ability to exercise significant influence over FGAC Investors LLC, FG Merger Investors LLC and
Greenfirst Forest Products Holdings LLC, and thus will account for each of these investments under the equity method of accounting. After
taking into account second quarter equity pickups, the combined carrying value of these investments at June 30, 2023 was approximately
$11.9 million. Subsequent to June 30, 2023, the Company contributed $0.4 million into FG Merger Investors LLC, and recorded an equity
method gain of approximately $2.4 million. In addition, the Company recorded an equity method loss from Greenfirst Forest Products Holdings
LLC of approximately $0.1 million and a gain of $0.1 million from FGAC Investors LLC.

 Certain
investments held by our equity method investees are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo
simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying
investment. Our investees estimate the volatility of these investments based on the historical performance of various broad market indices
blended with various peer companies which they consider as having similar characteristics to the underlying investment, as well as consideration
of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of
a successful merger when valuing SPAC equity.

without Readily Determinable Fair Value

 In
addition to our equity method investments, other investments, as listed on our consolidated balance sheets, consist of equity we have
purchased in companies for which there does not exist a readily determinable fair value. The Company accounts for these investments at
their cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions. When the
Company observes an orderly transaction of an investee's identical or similar equity securities, the Company adjusts the carrying
value based on the observable price as of the transaction date. Any profit distributions the Company receives on these investments are
included in net investment income.

 The
carrying value of investments without readily determinable fair value was increased by $0.3 million for the year ended December 31,
2023, as compared to zero for the year ended December 31, 2022. The increase was due to an observable price change in FG Communities
("FGC") during the second quarter of 2023. This amount is included in net investment income on the Company's consolidated
statements of operations. For the year ended December 31, 2023, the Company received distributions from investments without readily determinable
fair values in the amount of $0.3 million, as compared to $0.2 million for the year ended December 31, 2022.

 A
summary of changes in investments without a readily determinable fair value for the year ended December 31, 2023, and 2022, is as follows:

 2023

 2022

 Balance, beginning of period

 $
 2,253

 $

 Contributions in investments without a readily determinable fair value

 -

 2,000

 Distributions from investments without a readily determinable fair value

 (184
)

 (230
)

 Increase due to change in observable price

 -

 $
 2,319

 $
 2,253

 See
Item 8, Note 4, Investments and Fair Value Disclosures, for further information regarding the Company's investments.

 Funds
Deposited for Benefit of Reinsured Companies

 "Funds
Deposited with Reinsured Companies" on the Company's consolidated balance sheets includes amounts held to support our reinsurance
contracts. As of December 31, 2023 and December 31, 2022, the total cash collateral posted to support all of our reinsurance treaties
was approximately $8.0 million and $9.3 million, respectively.

 Reinsurance
Balances Receivable

 Reinsurance
balances receivable were $21.6 million as of December 31, 2023, compared to $9.3 million as of December 31, 2022, representing net amounts
due to the Company under our quota-share agreements. The increase in balance is primarily due to additional reinsurance contracts that the Company entered into during
2023.

 As the Company estimates the ultimate premiums, loss expenses and other costs associated
with some of these contracts, based on information received by us from the ceding companies, a significant portion of this balance is
based on estimates and, ultimately, may not be collected by the Company.

 Net
Deferred Taxes

 Deferred
income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting
purposes, as compared to the amounts used for income tax purposes. The Company's gross deferred tax assets and liabilities are
$8.5 million and $3.8 million, respectively, as of December 31, 2023, and $9.1 million and $3.6 million, respectively, as of December
31, 2022. The Company has recorded a valuation allowance against its deferred tax assets of $4.7 million and $5.5 million, as of December
31, 2023 and December 31, 2022, respectively, due to the uncertain nature surrounding our ability to realize these tax benefits in the
future. Significant components of the Company's net deferred taxes are as follows:

 As of December 31,

 2023

 2022

 Deferred income tax assets:

 Net operating loss carryforward

 $
 5,117

 $
 4,171

 Loss and loss adjustment expense reserve

 Unearned premium reserves

 Capital loss carryforward

 2,377

 4,313

 Share-based compensation

 Other

 Deferred income tax assets

 $
 8,455

 $
 9,066

 Less: Valuation allowance

 (4,654
)

 (5,463
)

 Deferred income tax assets net of valuation allowance

 $
 3,801

 $
 3,603

 Deferred income tax liabilities:

 $
 3,453

 $
 3,282

 Deferred policy acquisition costs

 Deferred income tax liabilities

 $
 3,801

 $
 3,603

 Net deferred income tax asset (liability)

 $
 –

 $
 –

 As
of December 31, 2023, the Company had net operating loss carryforwards ("NOLs") for federal income tax purposes of approximately
$24.4 million, which will be available to offset future taxable income. Approximately $0.5 million will expire on December 31, 2039,
$0.1 million will expire on December 31, 2040, $1.6 million of the Company's NOLs will expire on December 31, 2041. The remaining
$22.2 million of the Company's NOLs do not expire under current tax law. Additionally, the Company has approximately $11.3 million
of capital loss carryforward that can only be used to offset capital gains, and which will expire in December 2026 if not used prior.

 Loss
and Loss Adjustment Expense Reserves

 Net
losses and loss adjustment expenses for the years ended December 31, 2023 and 2022, were $9.7 million and $7.5 million, respectively.
The increase in net losses and loss adjustment expenses was due primarily to the additional reinsurance agreements entered into during
the current year. As discussed under Note 5, Loss and Loss Adjustment Expense Reserves, a portion of this charge represents an estimate
based upon a full calendar year forecast of results provided to the Company by the Company's cedants under our Funds at Lloyd ("FAL") arrangements.

 While
the Company believes its estimate of loss and LAE reserves are adequate as of December 31, 2023, based on available information, actual
losses may ultimately differ materially from the Company's current estimates. The Company will continue to monitor the reasonableness
of its assumptions as new information is provided by the Company's cedants.

 A
summary of changes in outstanding loss and LAE reserves for the year ended December 31, 2023, and 2022, is as follows:

 2023

 2022

 Balance, beginning of period

 $
 4,409

 $
 2,133

 Incurred related to:

 Current year

 8,487

 6,628

 Prior year

 1,226

 Paid related to:

 Current year

 (3,803
)

 (3,822
)

 Prior years

 (1,303
)

 (1,386
)

 $
 9,016

 $
 4,409

 Shareholders'

 Common
Stock

 On
November 3, 2022, the Company entered into a Sales Agreement with ThinkEquity LLC, pursuant to which the Company may offer and sell,
from time to time through ThinkEquity LLC, shares of the Company's common stock, subject to the terms and conditions of the Sales
Agreement. During the first quarter of 2023, the Company sold approximately 27,000 shares under the Sales Agreement for net proceeds
of approximately $74,000. On May 26, 2023, the Sales Agreement was terminated.

 In
June 2023, the Company sold a total of 865,000 shares of common stock in an underwritten public offering, at a price of $1.85 per share,
for net proceeds of approximately $1.3 million.

 Change
in Shareholders' Equity

 The
table below presents the primary components of changes to total shareholders' equity for the years ended December 31, 2023 and
2022:

 Preferred Shares Outstanding

 Common Shares Outstanding

 Total Shareholders' Equity.

 Balance, January 1, 2022

 6,497,205

 $34,009

 Stock compensation

 –

 91,498

 Dividends declared on Series A Preferred Stock

 –

 –

 (1,789
)

 Issuance of common stock

 2,821,770

 3,732

 –

 –

 1,088

 Balance, December 31, 2022

 9,410,473

 $

 Balance, January 1, 2023

 9,410,473

 $

 Stock compensation

 –

 255,193

 1,964

 Dividends declared on Series A Preferred Stock

 –

 –

 (1,786
)

 Issuance of common stock

 –

 893,265

 1,280

 Cumulative effect of adoption of accounting guidance for expected credit losses at January 1, 2023

 -

 -

 (106
)

 –

 –

 3,845

 Balance, December 31, 2023

 10,558,931

 $
 42,492

 Results
of Operations

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

 Net
Premiums Earned

 Net
premiums earned represent actual premiums earned on our reinsurance agreements as well as estimated premiums earned on our FAL agreement
as disclosed previously. All actual and estimated premiums earned are the result of property and casualty assumed premium. For the years
ended December 31, 2023 and 2022, earned premiums are approximately $16.6 million and $13.0 million, respectively. The increase in reinsurance
premiums was due primarily to the additional reinsurance agreements signed during the current year.

 Net
Investment Income

 Net
investment income for the years ended December 31, 2023 and 2022 is as follows:

 2023

 2022

 Investment income (loss):

 Realized gain (loss) on common stock

 $
 3,062

 $
 (13,797
)

 Change in unrealized holding on common stock

 2,684

 13,026

 Increase in investments without readily determinable fair value

 -

 Increase in fair value of convertible note

 -

 Equity method earnings

 3,130

 7,618

 Other investment income (loss)

 (70
)

 $
 9,798

 $
 6,777

 Other
Income

 Other
income was approximately $413,000, compared to $320,000, for the years ended December 31, 2023, and 2022, respectively, and is comprised
of service fee revenue we have earned under our SPAC Platform, whereby we provide certain accounting, regulatory, strategic, advisory,
and other administrative services. Also included in other income is fee revenue derived from managing third-party capital under FG Re
Solutions, Ltd.

 General
and Administrative Expenses

 General
and administrative expenses increased by $1.3 million to $9.7 million for the year ended December 31, 2023, compared to $8.4 million
for the year ended December 31, 2022. The increase was primarily due to a $1.7 million increase from stock compensation expense, offset
by lower salaries and benefits and legal fees.

 Also
included in general and administrative expenses are payments to Fundamental Global Management, LLC ("FGM"), pursuant to a
shared services agreement entered into on March 31, 2020. Under the agreement, FGM provides the Company with certain services related
to the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company's financial
and operational performance, providing a management team to supplement the executive officers of the Company, and such other services
consistent with those customarily performed by executive officers and employees of a public company. In exchange for these services,
the Company pays FGM a fee of approximately $456,000 per quarter, plus reimbursement of expenses incurred by FGM in connection with the
performance of the services, subject to certain limitations approved by the Company's Board of Directors or Compensation Committee,
from time to time. The Company paid $1.8 million and $1.8 million to FGM under the agreement, for the years ended December 31, 2023 and
2022, respectively. FGM is an affiliate of FG, the Company's largest shareholder.

 Income
Tax Expense (Benefit)

 Our
actual effective tax rate varies from the statutory federal income tax rates as shown in the following table.

 2023

 2022

 %

 %

 Provision for taxes at U.S. statutory marginal income tax rate of 21%

 $

 21.0
 %

 $

 21.0
 %

 Valuation allowance for deferred tax assets deemed unrealizable

 (832
)

 (21.7
)%

 (252
)

 (23.1
)%

 Other

 0.7
 %

 2.1
 %

 Income tax expense (benefit)

 $
 -

 -
 %

 $
 -

 -
 %

 As
of December 31, 2023 and 2022, the Company has gross deferred tax assets of approximately $8.5 million and $9.1 million, respectively;
however the Company has recorded a valuation allowance against all of its deferred tax assets due to the uncertain nature surrounding
our ability to realize these tax benefits in the future, resulting in a net deferred income tax asset of $0 as of December 31, 2023 and
2022.

 Net
Income (Loss)

 Information
regarding our net loss and loss per share for the years ended December 31, 2023 and 2022 is as shown in the following table:

 2023

 2022

 Basic and diluted:

 Net income from continuing operations

 $
 3,845

 $
 1,088

 Dividends declared on Series A Preferred Shares

 (1,786
)

 (1,789
)

 Income (loss) attributable to common shareholders

 2,059

 (701
)

 Weighted average common shares

 9,991,980

 8,030,106

 Income (loss) per common share from continuing operations

 $
 0.21

 $
 (0.09
)

 Liquidity
and Capital Resources

 The
purpose of liquidity management is to ensure that there is sufficient cash to meet all financial commitments and obligations as they
fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations and
from the proceeds from the sales of our common stock. Cash provided from these sources has historically been used for making investments,
loss and LAE payments, as well as other operating expenses.

 Cash
Flows

 The
following table summarizes the Company's consolidated cash flows for the years ended December 31, 2023 and 2022:

 Summary of Cash Flows

 2023

 2022

 Cash and cash equivalents – beginning of period

 $
 3,010

 $
 15,542

 Net cash used by operating activities

 (4,215
)

 (11,022
)

 Net cash provided (used) by investing activities

 4,107

 (3,453
)

 Net cash (used) provided by financing activities

 (506
)

 1,943

 Net decrease in cash and cash equivalents

 (614
)

 (12,532
)

 Cash and cash equivalents – end of period

 $
 2,396

 $
 3,010

 For
the year ended December 31, 2023, the Company's net cash used by operating activities was approximately $4.2 million, primarily
driven by net income for the period of $3.8 million, an increase in unearned premiums and loss adjustment expense reserves of $6.7 million
and $4.6 million, respectively, and an increase in stock compensation expense of $2.0 million. This was offset by an approximately $12.4
million increase in reinsurance balance receivables, $2.7 million for a non-cash charge related to the change in unrealized holding gain
on our equity investments, $3.5 for a non-cash charge related to income from equity method and other investments, in addition to an approximately
$3.1 million gain on sale of equity securities.

 For
the year ended December 31, 2023, the Company's net cash provided by investing activities was $4.1 million, primarily related to
the sale of iCoreConnect securities, offset by our investments into convertible notes and equity method investments.

 For
the year ended December 31, 2023, the Company's net cash provided by financing activities consist of proceeds of approximately
$1.3 million from the issuance of common stock, offset by the payments of dividends in the amount of $1.8 million on our Series A Preferred
Shares.

 For
the year ended December 31, 2022, the Company's net cash used by operating activities was approximately $11.0 million, primarily
driven by our net income of approximately $1.1 million for the year, approximately $13.0 million for a non-cash charge related to the
change in unrealized holding loss on our equity investments, and approximately $7.6 for a non-cash charge related to income from equity
method investments. This was offset by $13.9 million in realized loss on sale associated with our shares of FedNat common stock, and
a cash outflow of approximately $5.4 million representing cash placed in trust as collateral, pursuant to our quota-share agreements.

 For
the year ended December 31, 2022, the Company's net cash used by investing activities primarily consists of approximately $8.8
million from the purchase of other investments, offset by sales of other investments in the amount of $4.7 million and $0.7 million from
the sale of equity securities.

 For
the year ended December 31, 2022, the Company's net cash provided by financing activities consist of proceeds of approximately
$3.7 million from the issuance of common stock, offset by the payments of dividends in the amount of $1.8 million on our Series A Preferred
Shares.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 to the Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Grand Rapids, MI; PCAOB ID # 243)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 FG
FINANCIAL GROUP, INC.

 Report
of Independent Registered Public Accounting Firm

 Shareholders
and Board of Directors

 Fundamental Global Inc.

 Mooresville, North
Carolina

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Fundamental Global Inc. (the "Company") as of December 31,
2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years
then ended, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

 Loss
and Loss Adjustment Expense Reserves (Loss Reserves)

 As
described in Note 2 and Note 5 to the Company's consolidated financial statements, loss and loss adjustment reserve estimates
are based primarily on estimates derived from reports the Company has received from the Company's cedants and their actuarial
teams. As of December 31, 2023, the Company's loss and loss adjustment expense reserve was $9.0 million. The Company also
engages an independent actuarial specialist in order to assist management in establishing reasonable reserves. The estimate of
loss reserves relies on significant key inputs, assumptions, and methodologies, including (1) the types of exposures and projected ultimate premium to be written by
cedents; (2) expected loss ratios by type of business; (3) actuarial methodologies which leverage loss reporting and payment
experience, reports from ceding companies and historical trends; and (4) general economic conditions.

 We
identified the actuarial methodologies and significant assumptions used in the estimation of the Company's loss and loss adjustment
expense reserves as a critical audit matter. The principal considerations for this determination were (i) the significant assumptions and inputs used by
management when developing their estimate, (ii) the significant auditor subjectivity and judgment involved in evaluating the audit evidence
related to the actuarial methodologies used, and (iii) the extent of specialized skills and knowledge needed from our actuarial specialist.

 The
primary procedures we performed to address this critical audit matter included:

 Testing the relevance and reliability of the underlying data used by the Company's management and independent
actuarial specialists to calculate loss reserves.

 Utilizing personnel with specialized knowledge and skill in actuarial methods to assist in (i) evaluating the appropriateness
of methodologies used, and (ii) evaluating the reasonableness of significant assumptions used by Company's management and their
independent actuarial specialist, specifically the loss development factor selections, relevance of industry data utilized, initial expected
loss ratio selections, and weighting of methods used.

 Comparing the results of the reserve study prepared by the Company's independent actuarial specialist to management's
best estimate and evaluating the differences to assess if there is any management bias in the estimate being recorded.

 Valuation
of Equity Method Investments

 As
described in Note 2 and Note 4 to the consolidated financial statements, the Company has certain equity method investments that hold
underlying investments in private placement investments held in sponsor shares and warrants for special purpose acquisition
companies. The Company recognizes the income or loss from these equity method investments based on its percentage ownership of the
investment, so changes in fair value of the investments that underly these equity method investments flow through to the Company.
The fair value of these private placement investments are estimated using complex valuation methods (e.g., Monte-Carlo simulation
and option pricing models) and involves significant assumptions.

 We
identified the valuation methodologies and significant assumptions utilized in the estimation of the fair value of these private placement
investments as a critical audit matter. The principal considerations for this determination were the subjective and complex auditor judgment,
including the involvement of our valuation specialist in evaluating the (i) relevant valuation methodologies and (ii) significant assumptions
used in determining the fair value of these investments.

 The
primary procedures we performed to address this critical audit matter included:

 Testing
the relevance and reliability of the underlying data used to value the private placement investments.

 Utilizing personnel with specialized knowledge and skill in valuation techniques to assist in (i) evaluating the
appropriateness of management's valuation methodologies, and (ii) evaluating the reasonableness of the significant assumptions,
specifically the estimate of the volatility of the common stock based on the selection of historical performance of various broad market
indices blended with various peer companies, the discount for lack of marketability, and the probability of a successful merger.

 /s/
 BDO USA, P.C.

 We
have served as the Company's auditor since 2012.

 Grand
Rapids, Michigan

 March

Balance Sheets

 ($
in thousands, except per share data)

 December 31, 2023

 December 31, 2022

 ASSETS

 Equity securities, at fair value (cost basis of $ 1,916 and $ 889, respectively)

 $
 4,552

 $

 Other investments

 26,301

 24,839

 Cash and cash equivalents

 2,396

 3,010

 Deferred policy acquisition costs

 1,660

 1,527

 Reinsurance balances receivable (net of current expected losses allowance of $ 96 and zero, respectively)

 21,571

 9,269

 Funds deposited with reinsured companies

 8,002

 9,277

 Other assets

 1,254

 Total assets

 $
 65,736

 $
 49,475

 LIABILITIES

 Loss and loss adjustment expense reserves

 $
 9,016

 $
 4,409

 Unearned premium reserves

 13,476

 6,823

 Accounts payable

 Other liabilities

 Total liabilities

 23,244

 12,180

 Commitments and contingencies (Note 12)

 -

 SHAREHOLDERS' EQUITY

 Series A Preferred Shares, $ 25.00 par and liquidation value, 1,000,000 shares authorized; 894,580 and 894,580 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 Common stock, $ 0.001 par value; 100,000,000 and 100,000,000 shares authorized; 10,558,931 and 9,410,473 shares issued as of December 31, 2023 and 2022, respectively, and, 10,558,931 and 9,410,473 shares outstanding as of December 31, 2023 and 2022, respectively

 Additional paid-in capital

 53,264

 50,021

 Accumulated deficit

 ( 33,147
)

 ( 35,100
)

 Total shareholders' equity

 42,492

 Total liabilities and shareholders' equity

 $
 65,736

 $
 49,475

 See
accompanying notes to consolidated financial statements.

Statements of Operations

 ($
in thousands, except per share data)

 2023

 2022

 2023

 2022

 Revenue:

 Net premiums earned

 $
 16,631

 $
 12,998

 9,798

 6,777

 Other income

 Total revenue

 26,842

 20,095

 Expenses:

 Net losses and loss adjustment expenses

 9,713

 7,484

 Amortization of deferred policy acquisition costs

 3,623

 3,169

 General and administrative expenses (includes related party expense of $ 1,825 and $ 1,825, respectively)

 9,661

 8,354

 Total expenses

 22,997

 19,007

 $
 3,845

 $
 1,088

 Dividends declared on Series A Preferred Shares

 1,786

 1,789

 Income (loss) attributable to common shareholders

 $
 2,059

 $
 ( 701
)

 Basic and diluted net income (loss) per common share

 $
 0.21

 $
 ( 0.09
)

 Weighted average common shares outstanding:

 Basic and diluted

 9,991,980

 8,030,106

 See
accompanying notes to consolidated financial statements.

Statements of Shareholders' Equity

 ($
in thousands)

 Shares Outstanding

 Shares Outstanding

 Paid-in Capital

 Accumulated Deficit

 Financial Group Inc.

 Preferred Stock

 Total Shareholders' Equity Attributable
 to FG

 Shares Outstanding

 Shares Outstanding

 Paid-in Capital

 Accumulated Deficit

 Financial Group Inc.

 Balance, January 1, 2022

 $

 6,497,205

 $

 $
 46,037

 $
 ( 34,399
)

 $
 34,009

 Stock based compensation

 -

 -

 91,498

 -

 Issuance of common stock

 -

 -

 2,821,770

 3,730

 -

 3,732

 Dividends declared on Series A Preferred Shares ($ 2.00 per share)

 -

 -

 -

 -

 -

 ( 1,789
)

 ( 1,789
)

 -

 -

 -

 -

 -

 1,088

 1,088

 Balance, December 31, 2022

 $

 9,410,473

 $

 $
 50,021

 $
 ( 35,100
)

 $

 Balance

 $

 9,410,473

 $

 $
 50,021

 $
 ( 35,100
)

 $

 Cumlative effect of adoption of accouting guidance for expected credit losses at Janaury 1, 2023

 -

 -

 -

 -

 -

 ( 106
)

 ( 106
)

 Stock based compensation

 -

 -

 255,193

 -

 1,964

 -

 1,964

 Issuance of common stock

 -

 -

 893,265

 1,279

 -

 1,280

 Dividends declared on Series A Preferred Shares ($ 2.00 per share)

 -

 -

 -

 -

 -

 ( 1,786
)

 ( 1,786
)

 Net Income

 -

 -

 -

 -

 -

 3,845

 3,845

 Balance, December 31, 2023

 $

 10,558,931

 $

 $
 53,264

 $
 ( 33,147
)

 $
 42,492

 Balance

 $

 10,558,931

 $

 $
 53,264

 $
 ( 33,147
)

 $
 42,492

Statements of Cash Flows

 ($
in thousands)

 2023

 2022

 2023

 2022

 Cash provided by (used in):

 Operating activities:

 Net income (loss)

 $
 3,845

 $
 1,088

 Adjustments to reconcile net income to net cash used by operating activities:

 Change in unrealized holding on equity investments

 ( 2,684
)

 ( 13,026
)

 Income from equity method investments

 ( 3,130
)

 ( 7,618
)

 Increase in investment without a readily determinable fair value

 ( 250
)

 -

 Increase in fair value of convertible note

 ( 125
)

 -

 Net realized (gain) loss on sale of investments

 ( 3,062
)

 13,797

 Stock compensation expense

 1,964

 Changes in operating assets and liabilities:

 Funds deposited with reinsured companies

 1,275

 ( 4,835
)

 Reinsurance balances receivable

 ( 12,408
)

 ( 5,416
)

 Deferred policy acquisition costs

 ( 133
)

 ( 741
)

 Other assets

 ( 571
)

 Loss and loss adjustment expense reserves

 4,607

 2,276

 Unearned premium reserves

 6,653

 3,213

 Accounts payable and other liabilities

 ( 196
)

 ( 129
)

 Net cash used by operating activities

 ( 4,215
)

 ( 11,022
)

 Investing activities:

 Purchases of furniture and equipment

 -

 ( 81
)

 Purchases of equity method investments

 ( 495
)

 ( 8,844
)

 Purchases of other investments

 ( 950
)

 -

 Distribution from equity method investments

 4,544

 Proceeds from sales of equity securities

 4,604

 Return of capital – other investments

 Net cash provided (used) by investing activities

 4,107

 ( 3,453
)

 Financing activities:

 Payment of dividends on preferred shares

 ( 1,786
)

 ( 1,789
)

 Proceeds from issuance common stock, net

 1,280

 3,732

 Net cash (used) provided by financing activities

 ( 506
)

 1,943

 Net decrease in cash and cash equivalents

 ( 614
)

 ( 12,532
)

 Cash and cash equivalents at beginning of period

 3,010

 15,542

 Cash and cash equivalents at end of period

 $
 2,396

 $
 3,010

 Supplemental disclosure of cash flow information:

 Carrying value of limited liability company interests received in connection
with FG Special Situations Fund unwind

 $
 13,754

 -

 Equity securities in OppFi received in connection with FG Special Situations Fund unwind

 $
 1,916

 $
 -

 Equity securities in iCoreConnect Inc received in connection with conversion of bridge loan

 $

 $

 -

 See
accompanying notes to consolidated financial statements.

 Note
1. Nature of Business

 Fundamental Global Inc. ("FGF", the "Company", "we", or "us"), formerly
known as FG Financial Group, Inc., is a reinsurance, merchant banking and asset management holding company. We focus on opportunistic collateralized and loss capped reinsurance, while allocating
capital to merchant banking activities. The Company's principal business operations are conducted through its subsidiaries and
affiliates.

 As
of December 31, 2023, FG Financial Holdings, LLC ("FG"), a private partnership focused on long-term strategic holdings, and
its affiliated entity, collectively beneficially owned approximately 54.6 % of our common stock. D. Kyle Cerminara, Chairman of our Board
of Directors, serves as Chief Executive Officer, Co-Founder and Partner of FG.

 Reincorporation

at 5:01 p.m. ET on December 9, 2022, the Company completed its reincorporation from a Delaware corporation to a Nevada corporation (the
"Reincorporation"). The Reincorporation was accomplished by means of a merger by and between the Company and its former wholly
owned subsidiary FG Financial Group, Inc., a Nevada corporation. As of December 9, 2022, the rights of the Company's stockholders
began to be governed by the Nevada corporation laws, our Amended and Restated Nevada Articles of Incorporation and our Nevada Bylaws.
The Reincorporation was approved by the Company's stockholders at a special meeting held on December 6, 2022.

 Other
than the change in the state of incorporation, the Reincorporation did not result in any change in the business, physical location, management,
assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company's employees, including
the Company's management.

 The
Reincorporation did not alter any stockholder's percentage ownership interest or number of shares owned in the Company and the
Company's common stock continues to be quoted on the Nasdaq Global Market under the same symbol "FGF" and the 8.00%
Cumulative Preferred Stock, Series A of the Company continues to be quoted on the Nasdaq Global Market under the same symbol, "FGFPP."

 Current
Business

 Our
strategy has evolved to focus on opportunistic collateralized and loss capped reinsurance, with capital allocation to merchant banking
activities with asymmetrical risk/reward opportunities.

 Currently,
the business operates as a diversified holding company of insurance, reinsurance, asset management, our Special purpose acquisition corporation
"SPAC" Platform businesses, and our merchant banking division.

 Insurance

 Sponsor
Protection Coverage and Risk, Inc. has been formed as a special purpose captive in South Carolina to provide reinsurance coverage for
Sides A, B, & C Directors and Officers Liability insurance coverage for related and unrelated entities of FG Reinsurance Ltd. ("FGRe").
These will include SPAC entities engaged in the services or business of taking companies public, as well as small cap businesses performing
an initial public offering. Sponsor Protection Coverage and Risk, Inc. has yet to write any business.

 Reinsurance

 The
Company's wholly owned reinsurance subsidiary, FGRe, a Cayman Islands limited liability company, provides specialty property and
casualty reinsurance. FGRe has been granted a Class B (iii) insurer license in accordance with the terms of The Insurance Act (as revised)
of the Cayman Islands and underlying regulations thereto and is subject to regulation by the Cayman Islands Monetary Authority (the "Authority").
The terms of the license require advance approval from the Authority should FGRe wish to enter into any reinsurance agreements which
are not fully collateralized.

 As
of December 31, 2023, the Company had eight active reinsurance contracts, including participating in a Funds at Lloyds ("FAL")
syndicate covering risks written by the syndicate during the 2021, 2022 and 2023 calendar years.

 In
addition, during 2023, the Company began to focus on growing fee-based revenue through FG Re Solutions, Ltd.

 Asset
Management

 FG
Strategic Consulting, LLC, ("FGSC") a wholly-owned subsidiary of the Company, provides investment advisory services, including
identifying, analyzing and recommending potential investments, advising as to existing investments and investment optimization, recommending
investment dispositions, and providing advice regarding macro-economic conditions.

 SPAC
Platform and Merchant Banking

 On
December 21, 2020, we formed FG Management Solutions LLC ("FGMS"), formerly known as FG SPAC Solutions, LLC, a Delaware company,
to facilitate the launch of our "SPAC Platform." Under the SPAC Platform, we provide various strategic, administrative, and
regulatory support services to newly formed SPACs for a monthly fee. Additionally, the Company co-founded a partnership, FG Merchant
Partners, LP ("FGMP"), formerly known as FG SPAC Partners, LP, to participate as a co-sponsor for newly formed SPACs.

 In
the third quarter of 2022, the Company announced the expansion of its growth strategy through the formation of a merchant banking division.

 In
the fourth quarter of 2022, the Company invested $ 2.0 million into its first merchant banking project, FG Communities, Inc. ("FGC").
FGC is a self-managed real estate company focused on a growing portfolio of manufactured housing communities which are owned and operated
by FGC.

 Note
2. Significant Accounting Policies

 Basis
of Presentation

 These
statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").

 Consolidation
Policies

 The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated upon consolidation.

 The
consolidated financial statements include the accounts of the Company and entities in which it is required to consolidate under either
the Variable Interest Entity ("VIE") or Voting Interest Entity ("VOE") models. Both models require the reporting
entity to identify whether it has a controlling financial interest in a legal entity and is therefore required to consolidate the legal
entity. Under the VOE model, a reporting entity with ownership of a majority of the voting interest of a legal entity is generally considered
to have a controlling financial interest. The VIE model was established for situations in which control may be demonstrated other than
by the possession of voting rights in a legal entity and instead focuses on the power to direct the activities that most significantly
impact the legal entity's economic performance, as well as the rights to receive benefits and obligations to absorb losses that
could potentially be significant to the legal entity.

 The
determination of whether a legal entity is consolidated under either model is reassessed where there is a substantive change in the governing
documents or contractual arrangements of the entity, to the capital structure of the entity or in the activities of the entity. The Company
continuously reassesses whether it should consolidate under either model.

 In
September 2020, the Company invested approximately $ 5.0 million to sponsor the launch of the FG Special Situations Fund, LP ("The
Fund"). The Fund, a VIE which the Company was required to consolidate through November 30, 2021, was considered an investment company
for GAAP purposes and followed the accounting and reporting guidance in the Financial Accounting Standards Codification ("ASC")
Topic 946, Financial Services-Investment Companies, which includes the presentation of its investments at fair value. On December
1, 2021, the Company's investment became that of a limited partner, and it no longer had the power to govern the financial and
operating policies of the Fund, and thus, began to account for its investment in the Fund under the equity method of accounting.

 During
the first quarter of 2023, it was determined that the Fund would begin the process of winding down, and all investment holdings held
in the name of the Fund would be transferred and distributed to members within the Fund based on their ownership percentage of each respective
holding. Prior to the unwinding, through the Fund, the Company held underlying investments in FGAC Investors LLC, FG Merger Investors
LLC, Greenfirst Forest Products Holdings LLC, and OppFi. The Fund, an investment company, carried each of these investments at fair value.
In June 2023, all transfers were completed, resulting in the Company being transferred direct limited partner interests in FGAC Investors
LLC, with a carrying value of $ 8.9 million, FG Merger Investors LLC, with a carrying value of $ 3.4 million, and Greenfirst Forest Products
Holdings, LLC, with a carrying value of $ 1.4 million. The carrying value of these direct limited partner interests approximate to ownership
of 29 % of FGAC Investors LLC, 19 % of FG Merger Investors LLC, and 16 % of Greenfirst Forest Products Holdings, LLC. The Fund also distributed
OppFi publicly traded securities to the Company with a carrying value of $ 1.9 million.

 As
a result of the winddown, the Company now holds direct limited partner interests in FGAC Investors LLC, FG Merger Investors LLC, and
Greenfirst Forest Products Holdings, LLC. The Company has determined that each of these entities meets the criteria of a VIE. For each
new position, the Company analyzed ASC 810 – Consolidation and has determined it is not the primary beneficiary of FGAC
Investors LLC, FG Merger Investors LLC or Greenfirst Forest Products Holdings LLC, but does have the ability to exercise significant
influence over each of these. Therefore, the Company applies the equity method of accounting for each of these investments.

 In
October of 2022, the Company invested $ 2.0 million into FGC, which the Company has determined meets the criteria of a VIE. The Company
holds this investment at cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions.
Due to its minority interest and inability to govern the financial and operating policies of FGC, the Company has determined it is not
the primary beneficiary of FGC, and thus does not consolidate FGC.

 The
Company's risk of loss associated with its non-consolidated VIEs is limited. As of December 31, 2023, and December 31, 2022, the
carrying value and maximum loss exposure of the Company's non-consolidated VIE's was $ 16.6 million and $ 18.8 million, respectively.

 See
Note 4 for further information regarding the Company's investments.

 The
Use of Estimates in the Preparation of Consolidated Financial Statements

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the application of policies and the reported amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the
reporting period. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an
ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The significant estimates in
the accompanying consolidated financial statements include the valuation of our other investments, the valuation of net deferred
income taxes, premium revenue recognition, and reserves for loss and loss adjustment expenses.

in Equity Securities

in equity securities are carried at fair value with subsequent changes in fair value recorded to the consolidated statements of operations
as a component of net investment income.

 Other

 Other
investments consist, in part, of equity investments made in privately held companies accounted for under the equity method. We utilize
the equity method to account for investments when we possess the ability to exercise significant influence, but not control, over the
operating and financial policies of the investee. The ability to exercise significant influence is presumed when the investor possesses
more than 20 % of the voting interests of the investee. In the case of a limited partnership with specific ownership accounts, 3 - 5 % is presumed to provide an investor with
the ability to exercise significant influence. These presumptions may be overcome based on specific facts and circumstances that
demonstrate that the ability to exercise significant influence is restricted. We apply the equity method to investments in common stock
and to other investments when such other investments possess substantially identical subordinated interests to common stock.

 In
applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the
investment by our proportionate share of the net earnings or losses and other comprehensive income of the investee. Any increase or
decrease recorded is included in Net investment income on the consolidated statements of operations. We record dividends or other
equity distributions as reductions in the carrying value of the investment. Should net losses of the investee reduce the carrying
amount of the investment to zero, additional net losses may be recorded if other investments in the investee are at-risk, even if we
have not committed to provide financial support to the investee. Such additional equity method losses, if any, are based upon the
change in our claim on the investee's book value.

 When
we receive distributions from our equity method investments, we utilize the cumulative earnings approach. When classifying the related
cash flows under this approach, the Company compares the cumulative distributions received, less distributions received in prior periods,
with the Company's cumulative equity in earnings. Cumulative distributions that do not exceed cumulative equity in earnings represent
returns on investment and are classified as cash inflows from operating activities. Cumulative distributions in excess of cumulative
equity in earnings represent returns on investment and are classified as cash inflows from investing activities.

 In
addition to investments accounted for under the equity method of accounting, other investments also consist of equity we have purchased
in a limited partnership, a limited liability company, and a corporation for which there does not exist a readily determinable fair value.
The Company accounts for these investments at their cost, minus impairment, if any, plus or minus changes resulting from observable price
changes in orderly transactions for identical or similar investments by the same issuer. When the Company observes an orderly transaction
of an investee's identical or similar equity securities, the Company adjusts the carrying value based on the observable price as
of the transaction date. Once the Company records such an adjustment, the investment is considered an asset measured at fair value on
a nonrecurring basis. Any profit distributions the Company receives on these investments are included in net investment income.

 Other
investments also include senior unsecured promissory notes, which are carried at amortized cost on the Company's consolidated balance sheet under the caption "other
investments."

 See
Note 4 for additional information regarding the Company's investments.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include cash and highly liquid investments with original maturities of 90 days or less.

 Pursuant
to the Company's insurance license, the Cayman Islands Monetary Authority ("Authority") has required that FGRe hold
a minimum capital requirement of $ 200,000 in cash in a bank in the Cayman Islands which holds an "A" license issued under
the Banks and Trust Companies Act (2020 Revision).

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes, whereby deferred income tax assets and liabilities
are recognized for (i) the differences between the financial statement carrying amount of existing assets and liabilities and their
respective tax bases and (ii) loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment. Future tax benefits are recognized to the extent that realization of such benefits is more likely
than not and a valuation allowance is established for any portion of a deferred tax asset that management believes it is more likely
than not to be realized. Current federal income taxes are charged or credited to operations based upon amounts estimated to be
payable or recoverable as a result of taxable operations for the current year. Liabilities are established for uncertain tax
positions taken or positions expected to be taken in income tax returns when such positions, in our judgment, do not meet a
more-likely-than-not threshold based on the technical merits of the positions. The Company recognizes interest and penalties, if
any, related to unrecognized tax benefits in income tax expense (benefit). The Company recognizes interest and penalties, if any,
related to unrecognized tax benefits in income tax expense (benefit).

 Concentration
of Credit Risk

instruments which potentially expose the Company to concentrations of credit risk include investments, cash, and deposits with reinsured
companies. The Company maintains its cash with a major U.S. domestic banking institution which is insured by the Federal Deposit Insurance
Corporation ("FDIC") for up to $ 250,000. As of December 31, 2023, the Company held funds in excess of these FDIC insured
amounts. The terms of these deposits are on demand to mitigate some of the associated risk. The Company has not incurred losses related
to these deposits.

 Premium
Revenue Recognition

 The
Company participates in reinsurance quota-share contracts and estimates the ultimate premiums for the contract period. These estimates
are based on information received from the Company's cedants, whereby premiums are recorded as written in the same periods in which the
underlying insurance contracts are written and are based on cession statements from cedents. These statements are received quarterly
and in arrears, and thus for any reporting lag, premiums written are estimated based on the portion of the ultimate estimated premiums
relating to the risks underwritten during the lag period.

 Premium
estimates are reviewed by management periodically. Such review includes a comparison of actual reported premiums to expected ultimate
premiums. Based on management's review, the appropriateness of the premium estimates is evaluated, and any adjustments to these
estimates are recorded in the period in which they are determined. Changes in premium estimates, including premiums receivable, are not
unusual and may result in significant adjustments in any period. A significant portion of amounts included in the caption "Reinsurance
balances receivable" in the Company's consolidated balance sheets represent estimated premiums written, net of commissions,
brokerage, and loss and loss adjustment expense, and are not currently due based on the terms of the underlying contracts. Additional
premiums due on a contract that has no remaining coverage period are earned in full when written.

 Premiums
written are generally recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the
unexpired portion of reinsurance provided.

 Current
Expected Credit Loss

 On
January 1, 2023, the Company adopted Accounting Standards Codification ("ASC") Topic 326, as amended, Financial
Instruments – Credit Losses ("ASU 326"), which requires an entity to estimate its lifetime "expected
credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the
net amount expected to be collected on the financial asset. The financial assets included in the caption "Reinsurance balances
recoverable" in the Company's consolidated balance sheets are carried at amortized cost and therefore within the scope
of ASU 326. Upon adoption of ASC 326, the Company calculated an allowance for expected credit losses for its
reinsurance balances receivable by applying a Probability of Default / Loss Given Default model. The model considers both the
external collectability history as well as external loss history, forecasts provided by cedants, and general economic conditions. The external loss history that the Company used included a
long-term probability of liquidation study specific to insurance companies. Additionally, the life of each of the Company's
reinsurance treaties was also considered as the probability of default was calculated over the contractual length of the reinsurance
contracts. The credit worthiness of a counterparty is evaluated by considering the credit ratings assigned by independent agencies
and individually evaluating all the counterparties. The adoption resulted in a cumulative-effect adjustment to increase accumulated
deficit by $ 0.1
million as of January 1, 2023. The Company updates the model each quarter and adjusts the balance accordingly. As of December 31,
2023, the allowance remains at approximately $ 0.1
million.

 The
Company also has invested in promissory notes which are carried at amortized cost in Other Investments on the consolidated balance sheets,
and is an investment that is within the scope of ASC 326. The amount invested in the aggregate is $ 450,000.

 The
Company does not have a current expected credit allowance for the promissory note, as the promissory note is not material.

 Deferred
Policy Acquisition Costs

 Policy
acquisition costs are costs that vary with, and are directly related to, the successful production of new and renewal of reinsurance
business, and consist principally of commissions, premium taxes and brokerage expenses. The acquisition costs are deferred and
amortized over the period in which the related premiums are earned. If the sum of a contract's expected losses and loss
expenses and deferred acquisition costs exceed the related unearned premiums and expected investment income, a premium deficiency is
determined to exist. In this event, deferred acquisition costs are written off to the extent necessary to eliminate the premium
deficiency. If the premium deficiency exceeds deferred acquisition costs then a liability is accrued for the excess deficiency.
There were no premium deficiency adjustments recognized during the periods presented herein.

 Funds
Deposited with Reinsured Companies

 "Funds
Deposited with Reinsured Companies" on the Company's consolidated balance sheets includes amounts held to support our reinsurance
contracts. As of December 31, 2023 and December 31, 2022, the total cash collateral posted to support all of our reinsurance treaties
was approximately $ 8.0 million and $ 9.3 million, respectively.

 Loss
and Loss Adjustment Expense Reserves

 The
Company maintains reserves equal to our estimated ultimate liability for losses and loss adjustment expense for reported and
unreported claims from our reinsurance business. Loss and loss adjustment reserve estimates are based primarily on estimates derived
from reports the Company has received from our cedants and their actuarial teams. The Company then uses a variety of statistical and
actuarial techniques to monitor reserve adequacy. When setting reserves, the Company considers many factors including: (1) the types
of exposures and projected ultimate premium to be written by our cedents; (2) expected loss ratios by type of business; (3)
actuarial methodologies which analyze loss reporting and payment experience, reports from our cedants and historical trends; (4) loss development factor selections,
initial expected loss ratio selections, and weighting of methods used; and (5)
general economic conditions. The Company also engages an independent specialist in order to assist management in
establishing reasonable reserves. Since reserves are estimates, the final settlement of losses may vary from the reserves
established and any adjustments to the estimates, which may be material, are recorded in the period they are determined. The final
settlement of losses may vary, perhaps materially, from the reserves recorded.

 U.S.
GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event
which may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established,
with no allowance for the establishment of loss reserves to account for expected future loss events.

 Generally,
the Company obtains regular updates of premium and loss related information for the current and historical periods, which are utilized
to update the initial expected loss ratio. We also experience a lag between (i) claims being reported by the underlying insured to the
Company's cedent and (ii) claims being reported by the Company's cedent to the Company. This lag may impact the Company's
loss reserve estimates. Cedent reports have pre-determined due dates (for example, thirty days after each month end). As a result, the
lag depends in part upon the terms of the specific contract. The timing of the reporting requirements is designed so that the Company
receives premium and loss information as soon as practicable once the cedent has closed its books. Accordingly, there should be a short
lag in such reporting. Additionally, most of the contracts that have the potential for large single event losses have provisions that
such loss notifications are provided to the Company immediately upon the occurrence of an event.

 Stock-Based

 The
Company has accounted for stock-based compensation under the provisions of ASC Topic 718 – Stock Compensation, which
requires the use of the fair-value based method to determine compensation for all arrangements under which employees and others
receive shares of stock or equity instruments. The fair value of each stock option award is estimated on the date of grant using the
Black-Scholes valuation model using assumptions for expected volatility, expected dividends, expected term, and the risk-free
interest rate along with multiple Monte Carlo simulations to determine a derived service period as the options vest based upon
meeting certain performance conditions. The fair value of each stock option award is recorded as compensation expense on a
straight-line basis over the requisite service period, which is generally the period in which the stock options vest, with a
corresponding increase to additional paid-in capital. Stock compensation expense is included in General and administrative expenses on the consolidated statements of operations.

 The
Company has also issued restricted stock units ("RSUs") to certain of its employees and directors which have been accounted
for as equity-based awards since, upon vesting, they are required to be settled in the Company's common shares. We have used the
fair value of the Company's common stock on the date the RSUs were issued to estimate the grant date fair value of those RSUs which
vest solely based upon the passage of time. The fair value of each RSU is recorded as compensation expense over the requisite service
period, which is generally the expected period over which the awards will vest.

 Forfeitures
for stock options and RSU's are accounted for as they occur. The Company has not made any adjustment to stock compensation
expense for forfeitures as of December 31, 2023.

 Fair
Value of Financial Instruments

 The
carrying values of certain financial instruments, including cash and short-term investments, approximate fair value due to their short-term nature, and are therefore considered Level 1 in the fair
value hierarchy. The Company measures the fair value of financial instruments in accordance with GAAP which defines fair value as
the exchange price that would be received for an asset (or paid to transfer a liability) in the principal or most advantageous
market for the asset (or liability) in an orderly transaction between market participants on the measurement date. GAAP also
establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. See Note 4 for further information on the fair value of the Company's financial
instruments.

 Earnings
(Loss) Per Common Share

 Basic earnings per share is computed by dividing net income available
to common stockholders by the weighted average number of common shares outstanding during the period.

 Diluted earnings (loss) per common share assumes conversion of all
potentially dilutive outstanding stock options, restricted stock units, warrants or other convertible financial instruments. Under the
treasury stock method, potential common shares outstanding are excluded from the calculation of diluted earnings (loss) per share if their
effect is anti-dilutive.

 Leases

 We
determine if an arrangement contains a lease at inception, and leases are classified as either operating or finance leases at the lease
commencement date. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right
to control the use of the identified asset in exchange for consideration. Right-of-use ("ROU") assets represent our right
to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the
lease.

 ROU assets and lease liabilities are recognized upon commencement of
the lease based on the present value of the lease payments over the lease term. ROU assets and operating lease liabilities are recognized
in Other Assets and Other liabilities on our consolidated balance sheets, respectively. When readily determinable, we use the implicit
rate within the lease. As most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate.
The incremental borrowing rate is based on the estimated rate of interest for fully collateralized and fully amortizing borrowings over
a similar term as the lease payments at commencement date. The incremental borrowing rate is used to determine the present value of lease
payments.

 Our
expected lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
Lease expense for operating leases and short-term leases is recognized on a straight-line basis over the lease term. Expenses associated
with operating leases are recorded in General and administrative expenses on our Consolidated Statements of Operations. Short-term leases
with a term of 12 months or less are not capitalized.

 Note
3. Recently Adopted and Issued Accounting Standards

 As
discussed, the Company adopted ASC 326 during the first quarter of 2023 using a modified retrospective transition method. The adoption
resulted in a cumulative-effect adjustment to increase accumulated deficit by $ 0.1 million as of January 1, 2023.

 In
July 2023, the FASB issued ASU 2023-03 " Presentation of Financial Statements, Income Statement-Reporting Comprehensive Income,
Distinguishing Liabilities from Equity, Equity, and Compensation-Stock Compensation" to amend various SEC paragraphs in the
Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. Staff Accounting Bulletin
No. 120 provides guidance to companies issuing share-based awards shortly before announcing material, nonpublic information to consider
such material nonpublic information to adjust observable market prices if the release of material nonpublic information is expected to
affect the share price. The ASU does not provide any new guidance so there is no transition or effective date associated with it. The
Company expects to adopt this standard sometime in 2024 and does not expect an impact to our consolidated financial statements.

 In
November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures."
 The updated accounting guidance requires enhanced reportable segment disclosures, primarily related to significant segment expenses
which are regularly provided to the chief operating decision maker. The guidance is effective for fiscal years beginning after December
15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Retrospective application is required and early adoption
is permitted. The Company is currently evaluating the impact of this standard on the disclosures within the consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU
2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address
investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.
Early adoption is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning
after December 15, 2024. The Company is currently evaluating the impact of this standard on the disclosures within the consolidated financial
statements.

 Note
4. Investments and Fair Value Disclosures

 The
following table summarizes the Company's equity securities held at fair value as of December 31, 2023 and 2022.

of Equity Securities

 As of December 31, 2023

 Cost Basis

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Carrying

 OppFi common stock and warrants

 $
 1,916

 $
 2,636

 $
 -

 $
 4,552

 Total investments

 $
 1,916

 $
 2,636

 $
 -

 $
 4,552

 As of December 31, 2022

 Cost Basis

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Carrying

 Hagerty common stock

 $

 $
 –

 $

 $

 Total investments

 $

 $
 –

 $

 $

 OppFi

 As
a result of the Fund unwinding, the Company received approximately 860,000 shares of OppFi common stock and approximately 360,000 $ 11.50
strike warrants. On the date of the distribution, the securities had an aggregate fair value of approximately $ 1.9 million.

 Hagerty

 On
December 15, 2022, FGMP distributed 99,999 common shares of Hagerty to the Company. On the date of distribution, the common shares had
an aggregate fair value of approximately $ 889,000. The Company sold the common shares during the first quarter of 2023 for a realized
loss of approximately $ 16,000.

 The
following table summarizes the Company's other investments as of December 31, 2023 and 2022:

of Other Investments

 2023

 2022

 2023

 2022

 Equity Method Investments:

 FG Merchant Partners, LP

 $
 8,812

 $
 5,772

 FGAC Investors LLC

 8,835

 -

 FG Merger Investors LLC

 4,977

 -

 Greenfirst Forest Products Holdings LLC

 -

 FG Special Situations Fund, LP

 -

 16,814

 Total Equity Method Investments

 23,532

 22,586

 Investments without readily determinable fair value:

 FG Communities, Inc.

 2,250

 2,000

 Other

 Total investments without readily determinable fair value

 2,319

 2,253

 Promissory notes

 -

 Total other investments

 26,301

 24,839

Method Investments

 On
January 4, 2021, FGMP was formed as a Delaware limited partnership to co-sponsor newly formed SPACs with their founders or partners,
as well as other merchant banking interests. The Company is the sole managing member of the general partner of FGMP and holds a limited
partner interest of approximately 46 % in FGMP directly and through its subsidiaries. FGMP participates as a co-sponsor of the SPACs launched
under our SPAC Platform as well as merchant banking initiatives.

 For
the year ended December 31, 2023, the Company contributed $ 0.1
 million into FGMP and has recorded equity method
gains of approximately $ 3.0
 million. Of the $ 8.8
 million carrying value of our investment in FGMP
at December 31, 2023 the Company may allocate up to approximately $ 0.4
 million to incentivize and compensate individuals
and entities for the successful merger of SPACs launched under our platform.

method investments previously included our investment in the Fund. However, during the first quarter of 2023, it was determined that
the Fund would begin the process of winding down, and all investment holdings held in the name of the Fund would be transferred and distributed
to members within the Fund based on their ownership percentage of each respective holding. Prior to the unwinding, through the Fund,
the Company held underlying investments in FGAC Investors LLC, FG Merger Investors LLC, and Greenfirst Forest Products Holdings LLC.
The Fund, an investment company, carried each of these investments at fair value. In June 2023, all transfers were completed, resulting
in the Company being transferred direct limited partner interests in FGAC Investors LLC, with a carrying value of $ 8.9
 million, FG Merger Investors LLC, with a carrying
value of $ 3.4
 million, and Greenfirst Forest Products Holdings,
LLC, with a carrying value of $ 1.4
 million. The carrying value of these direct limited partner interests approximate to ownership of 29% of FGAC Investors LLC,
19% of FG Merger Investors LLC, and 16% of Greenfirst Forest Products Holdings, LLC. The Company determined that it has the
ability to exercise significant influence over FGAC Investors LLC, FG Merger Investors LLC and Greenfirst Forest Products Holdings LLC,
and thus will account for each of these investments under the equity method of accounting.

 Subsequent
to June 2023, the Company contributed $ 0.4
 million into FG Merger Investors LLC, and recorded
an equity method gain of approximately $ 2.4
 million. In addition, the Company recorded an
equity method loss from Greenfirst Forest Products Holdings LLC of approximately $ 0.1
 million and a gain of $ 0.1
 million from FGAC Investors LLC.

information for our investments accounted for under the equity method, in the aggregate, is as follows:

of Investments Under Equity Method

 2023

 2022

 As of December 31,

 2023

 2022

 Other investments

 $
 77,519

 $
 35,366

 Cash

 Other assets

 -

 Total assets

 78,058

 35,644

 Accounts payable

 $

 $

 Total liabilities

 2023

 2022

 For the year ended December 31,

 2023

 2022

 $
 14,402

 $
 11,959

 Other income

 -

 General and administrative expenses

 ( 1,176
)

 ( 154
)

 13,385

 11,805

 Investments held by our equity method investees, such as private placement investments held in sponsor shares and warrants for special purpose acquisition companies, are valued using Monte-Carlo simulation and option pricing models. Inherent in Monte-Carlo
simulation and option pricing models are assumptions related to expected volatility and discount for lack of marketability of the underlying
investment. Our investees estimate the volatility of these investments based on the historical performance of various broad market indices
blended with various peer companies which they consider as having similar characteristics to the underlying investment, as well as consideration
of price and volatility of relevant publicly traded securities such as SPAC warrants. Our investees also consider the probability of
a successful merger when valuing equity for SPACs that have not yet closed.

Without Readily Determinable Fair Value

 In
addition to our equity method investments, other investments, as listed on our consolidated balance sheets, consist of equity we have
purchased in companies for which there does not exist a readily determinable fair value. The Company accounts for these investments at
their cost, subject to any adjustment from time to time due to impairment or observable price changes in orderly transactions. When the
Company observes an orderly transaction of an investee's identical or similar equity securities, the Company adjusts the carrying
value based on the observable price as of the transaction date. Any profit distributions the Company receives on these investments are
included in net investment income.

 The
carrying value of investments without readily determinable fair value was increased by $ 0.3 million for the year ended December 31,
2023, as compared to zero for the year ended December 31, 2022. The increase was due to an observable price change in FGC during the
second quarter of 2023. This amount is included in net investment income on the Company's consolidated statements of operations.
For the year ended December 31, 2023, the Company received distributions from investments without readily determinable fair values in
the amount of $ 0.3 million, as compared to $ 0.2 million for the year ended December 31, 2022.

 A summary of changes in investments without a readily determinable fair value for the year ended December 31, 2023,
and 2022, is as follows:

 Schedule of Change in
Investments Without a Readily Determinable Fair Value

 2023

 2022

 Balance, beginning of period

 $
 2,253

 $

 Contributions in investments without a readily determinable fair value

 -

 2,000

 Distributions from investments without a readily determinable fair value

 ( 184
)

 ( 230
)

 Increase due to change in observable price

 -

 $
 2,319

 $
 2,253

 Other

 Other
investments, in addition to equity method investments and investments without readily determinable fair value, include promissory notes, which are carried at amortized cost on the consolidated balance sheets.

 On
September 29, 2023, the Company invested $ 250,000 in a promissory note with ThinkMarkets. The promissory note has an interest rate of
 15 % annually. Originally, upon a closing of the contemplated business combination, the Company would have the option to convert any unpaid
loan amount and all accrued and unpaid interest into fully paid shares of FGAC common stock, at a conversion price of $ 5.00 per share.
However, on December 6, 2023, a settlement agreement was reached that terminated the contemplated business combination between ThinkMarkets
and FGAC, and ThinkMarkets agreed to pay the promissory note back in two installments during the first half of 2024. As of December 31,
2023, the entire principal amount of $ 250,000 as well as approximately $ 37,000 of accrued interest was outstanding.

 On
March 16, 2023, the Company invested $ 200,000 in a senior unsecured loan to Craveworthy LLC ("Craveworthy"). The loan has
an interest rate of 13 % and a maturity of March 15, 2024. The $ 200,000 principal and any interest accrued may be prepaid voluntarily
by Craveworthy but is not required to be paid until the date of maturity. As of December 31, 2023, the entire principal amount of $ 200,000
as well as approximately $ 20,000 of accrued interest was outstanding.

 On
March 15, 2023, the Company invested $ 500,000 in a convertible promissory note with iCoreConnect, Inc. During the third quarter, the
Company elected to convert all unpaid principal and interest due from the convertible promissory note with iCoreConnect, Inc. into fully
paid common shares of iCoreConnect, Inc. As part of the conversion, the Company received approximately 219,000 common shares of iCoreConnect,
Inc. During the third quarter, the Company sold all of the common shares received from conversion for approximately $ 3.7 million in cash
proceeds, resulting in a realized gain of approximately $ 3.1 million.

 Impairment

 For
equity securities without readily determinable fair values, impairment is determined via a qualitative assessment which considers indicators
to evaluate whether the investment is impaired. Some of these indicators include a significant deterioration in the earnings performance
or asset quality of the investee, a significant adverse change in regulatory, economic or general market conditions in which the investee
operates, or doubt over an investee's ability to continue as a going concern. If the investment is deemed to be impaired after
conducting this analysis, the Company would estimate the fair value of the investment to determine the amount of impairment loss.

 For
equity method investments, evidence of a loss in value might include a series of operating losses of an investee, the absence of an ability
to recover the carrying amount of the investment, or a deterioration in the value of the investee's underlying assets. If these,
or other indicators lead to the conclusion that there is a decrease in the value of the investment that is other than temporary, the
Company would recognize that decrease in value even though the decrease may be in excess of what would otherwise be recognized under
the equity method of accounting.

 The
risks and uncertainties inherent in the assessment methodology used to determine impairment include, but may not be limited to, the following:

 the
 opinions of professional investment managers and appraisers could be incorrect;

 the
 past operating performance and cash flows generated from the investee's operations may not reflect their future performance;
 and

 the
 estimated fair values for investment for which observable market prices are not available are inherently imprecise.

 We
have not recorded an impairment on our investments for either of the years ended December 31, 2023 and 2022.

 Net
investment income (loss) for the years ended December 31, 2023 and 2022 is as follows:

of Net Investment Income (Loss)

 2023

 2022

 2023

 2022

 Investment income:

 Realized gain (loss) on equity securities, at fair value

 $
 3,062

 $
 ( 13,797
)

 Change in unrealized gain (loss) on equity securities, at fair value

 2,684

 13,026

 Increase in fair value of investments without readily determinable fair value

 -

 Increase in fair value of convertible note

 -

 Equity method earnings

 3,130

 7,618

 Other investment income (loss)

 ( 70
)

 $
 9,798

 $
 6,777

 Fair
Value Measurements

 The
Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal
or most advantageous market. The FASB has issued guidance that defines fair value as the exchange price that would be received for an
asset (or paid to transfer a liability) in the principal, or most advantageous market in an orderly transaction between market participants.
This guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the
use of unobservable inputs when measuring fair value. The guidance categorizes assets and liabilities at fair value into one of three
different levels depending on the observation of the inputs employed in the measurements, as follows:

 Level
 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets providing the
 most reliable measurement of fair value since it is directly observable.

 Level
 2 – inputs to the valuation methodology which include quoted prices for similar assets or liabilities in active markets. These
 inputs are observable, either directly or indirectly, for substantially the full-term of the financial instrument.

 Level
 3 - inputs to the valuation methodology which are unobservable and significant to the measurement of fair value.

 The
availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a variety of factors,
including the type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets
and other characteristics specific to the individual investment. In some cases, the inputs used to measure fair value might be categorized
within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in
the hierarchy based on the lowest level input that is significant to the fair value measurement. When determining fair value, the Company
uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

instruments measured, on a recurring basis, at fair value as of December 31, 2023 and December 31, 2022 are as follows.

of Financial Instruments Measured at Fair Value

 As of December 31, 2023

 Level 1

 Level 2

 Level 3

 Total

 OppFi common stock and warrants

 $
 4,552

 $
 –

 $
 –

 $
 4,552

 $
 4,552

 $
 –

 $
 –

 $
 4,552

 As of December 31, 2022

 Hagerty common stock

 $

 $
 –

 $
 –

 $

 $

 $
 –

 $
 -

 $

without a readily determinable fair value are measured at fair value on a nonrecurring basis. For the year ended December 31, 2023, the
Company recorded adjustments to increase the fair value for observable price changes of $ 0.3 million, which is included in net investment
income in the consolidated statements of operations. The Company did not record any impairments. To determine the fair value of investments
without readily determinable fair value, the Company considered rounds of financing and third-party transactions. The Company has classified
the fair value measurements of these investments as Level 3 because they involve significant unobservable inputs.

 The
following tables provide a reconciliation of the fair value of recurring Level 3 fair value measurements for the years ended December
31, 2023 and December 31, 2022:

 Schedule of Fair Value of Recurring Level 3 Fair
Value Measurements

 2023

 2022

 2023

 2022

 Assets:

 Convertible note

 Beginning balance

 2,253

 Consideration paid

 2,000

 Increase in fair value of convertible note

 -

 Increase due to change in observable price

 -

 Transfer out

 ( 1,059
)

 ( 230

)

 $
 2,319

 $
 2,253

 Note
5. Loss and Loss Adjustment Expense Reserves

 A
significant degree of judgment is required to determine amounts recorded in the consolidated financial statements for the provision for
loss and loss adjustment expense ("LAE") reserves. The process for establishing this provision reflects the uncertainties
and significant judgmental factors inherent in predicting future results of both known and unknown loss events. The process of establishing
the provision for loss and LAE reserves relies on the judgment and opinions of many individuals, including the opinions of the Company's
management, as well as the management of ceding companies and their actuaries.

 In
estimating losses, the Company may assess any of the following:

 a
 review of in-force treaties that may provide coverage and incur losses;

 loss development factor selections, initial expected loss ratio selections, and weighting of methods used; a review of in-force treaties that may provide coverage and incur losses;

 general
 forecasts, catastrophe and scenario modelling analyses and results shared by cedents;

 reviews
 of industry insured loss estimates and market share analyses; and

 management's
 judgment.

 Under
the terms of certain of our quota-share agreements, and due to the nature of claims and premium reporting, a lag exists between (i) claims
being reported by the underlying insured to the Company's cedent and (ii) claims being reported by the Company's cedent to
the Company. This lag may impact the Company's loss reserve estimates. The reports we receive from our cedents have pre-determined
due dates. In the case of the Company's FAL contract, fourth quarter 2023 premium and loss information was not made available to
the Company in a manner that allowed for the timely filing of this annual report. Thus, our fourth quarter results, including the loss
and LAE reserves presented herein, have been based upon a combination of first, second, and third quarter actual results as well as full-year
forecasts reported to us by the ceding companies for which we used to approximate fourth quarter results. The Company obtains regular
updates of premium and loss-related information for the current and historical periods, which are utilized to update the initial expected
loss ratios on our reinsurance contracts.

 While
the Company believes its estimate of loss and LAE reserves are adequate as of December 31, 2023, based on available information,
actual losses may ultimately differ materially from the Company's current estimates. The Company will continue to monitor the
reasonableness of its assumptions as new information is provided.

 The
information about incurred and paid claims development for the year ended December 31, 2023 and 2022, is shown below. The tables
also include IBNR reserves plus expected development on reported claims. The cumulative number of reported claims has not been
reported as it is impracticable for the Company's cedants to provide this information. The ceding companies to which we
provide reinsurance only report summary information to us via bordereau statements. This summary information does not include the
number of reported claims underlying the paid and reported losses. The
information about incurred and paid claims development for the year ended December 31, 2022 is presented as unaudited supplementary
information.

 Cumulative
Incurred Loss and Allocated LAE, net of reinsurance for the years ended December 31:

of Incurred and Paid Losses Net of Reinsurance

 Accident Year

 2021*

 2022*

 2023

 Total of IBNR Liabilities Plus Expected Development on Reported Claims

 Cumulative Number of Reported Claims

 2021

 $
 4,338

 $

 $

 $

 NA

 2022

 -

 6,628

 1,193

 NA

 2023

 -

 -

 8,487

 5,702

 NA

 Total - All lines

 $
 4,338

 $
 7,484

 $
 9,713

 $
 6,270

 NA

 *
 Unaudited

 Cumulative
Paid Loss and Allocated LAE, net of reinsurance for the years ended December 31:

 Accident Year

 2021*

 2022*

 2023

 2021

 $
 2,205

 $
 1,386

 $

 2022

 -

 3,822

 1,238

 2023

 -

 -

 3,803

 Total - All lines

 $
 2,205

 $
 5,208

 $
 5,106

 *
 Unaudited

 A
reconciliation of the net incurred and paid loss development tables to the liability for loss and loss adjustment expenses on the Company's
consolidated balance sheets is as follows:

of Reconciliation of Net Incurred and Paid Loss Development to Liability for Loss and Loss Adjustment Expenses

 As of
 December 31,
 2023

 As of
 December 31,
 2022

 Net Outstanding Liabilities

 Liability for unpaid loss and LAE

 $
 9,016

 $
 4,409

 Total gross liability for unpaid claims and LAE

 $
 9,016

 $
 4,409

 A
summary of changes in outstanding loss and loss adjustment expense reserves for the years ended December 31, 2023 and 2022 is as follows:

of Changes in Outstanding Loss Adjustment Expense Reserves

 Year ended December 31, 2023

 Year ended
 December 31,
 2022

 Balance, January 1

 $
 4,409

 $
 2,133

 Incurred related to:

 Current year

 8,487

 6,628

 Prior years

 1,226

 Paid related to:

 Current year

 ( 3,803
)

 ( 3,822
)

 Prior years

 ( 1,303
)

 ( 1,386
)

 $
 9,016

 $
 4,409

 The
following is unaudited supplementary information about average historical claims duration as of December 31, 2023:

of Supplementary Information of Average Historical Claims Duration

 Average
 Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance

 (unaudited)

 Age
 of loss (in years)

 All
 Lines

 48.4

 %

 12.9

 %

 0.3

 %

 -

 %

 -

 %

 -

 %

 Note
6. Income Taxes

 Actual
income tax expense (benefit) differs from the income tax expense computed by applying the applicable effective federal and state tax
rates to income before income tax expense as follows:

of Reconciliation Effective Tax Rates

 2023

 2022

 %

 %

 Provision for taxes at U.S. statutory marginal income tax rate of 21%

 $

 21.0
 %

 $

 21.0
 %

 Provision for taxes at U.S. statutory marginal income tax rate of 21.0 %

 $

 21.0
 %

 $

 21.0
 %

 Valuation allowance for deferred tax assets deemed unrealizable

 ( 832
)

 ( 21.7
)%

 ( 252
)

 ( 23.1
)%

 Other

 0.7
 %

 2.1
 %

 Income tax benefit

 $
 -

 -
 %

 $
 -

 -
 %

 Deferred
income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting
purposes as compared to the amounts used for income tax purposes. The Company's gross deferred tax assets and liabilities are $ 8.5
million and $ 3.8 million as of December 31, 2023. The Company has recorded a valuation allowance against its deferred tax assets of $ 4.7
million, as of December 31, 2023, due to the uncertain nature surrounding our ability to realize these tax benefits in the future. Significant
components of the Company's net deferred tax assets are as follows:

of Deferred Income Taxes

 2023

 2022

 As of December 31,

 2023

 2022

 Deferred income tax assets:

 Net operating loss carryforward

 $
 5,117

 $
 4,171

 Loss and loss adjustment expense reserves

 Unearned premium reserves

 Capital loss carryforward

 2,377

 4,313

 Share-based compensation

 Other

 Deferred income tax assets

 8,455

 9,066

 Less: Valuation allowance

 ( 4,654
)

 ( 5,463
)

 Deferred income tax assets net of valuation allowance

 3,801

 3,603

 Deferred income tax liabilities:

 3,453

 3,282

 Deferred policy acquisition costs

 Deferred income tax liabilities

 3,801

 3,603

 Net deferred income tax asset (liability)

 $
 –

 $
 –

 As
of December 31, 2023, the Company had net operating loss carryforwards ("NOLs") for federal income tax purposes of
approximately $ 24.4 million, which
will be available to offset future taxable income. Approximately $ 0.5
million expire on December 31, 2039, $ 0.1
million expire on December 31, 2040, and $ 1.6
million of the Company's NOLs will expire on December 31, 2041. The remaining $ 22.2
million of the Company's NOLs do not expire under current tax law. Additionally, the Company has approximately $ 11.3
million of capital loss carryforward that can only be used to offset capital gains and which will expire in December 2026 if not
used prior. A valuation allowance is established when the Company considers it more-likely-than-not that all
or a portion of the deferred income tax assets will not be realized. When determining if a valuation allowance is necessary against the
Company's deferred tax assets, management considers available positive and negative evidence, including the Company's historical
and anticipated future performance as well as the timing of when positive income of the appropriate character will develop, taxes available
to be recovered from prior years in accordance with existing carryback statutes, the reversal of deferred income tax liabilities, and
the availability of tax planning strategies. The Company has established a valuation allowance against its deferred tax assets to the
extent they are not available be utilized in the future against its deferred income tax liabilities primarily due to the Company's
historical capital and operating loss history.

 As
of December 31, 2023, the Company had no unrecognized tax benefits. The Company analyzed its tax positions in accordance with the provisions
of Accounting Standards Codification Topic 740, Income Taxes, and has determined that there are currently no uncertain tax positions.
The Company generally recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

 The
Company files federal income tax returns as well as multiple state and local tax returns. The Company's consolidated federal and
state income tax returns for years 2020 and forward are open for review by the Internal Revenue Service ("IRS") and the various
state taxing authorities.

 Note
7. Equity Incentive Plans

 On
December 15, 2021, our shareholders approved the 2021 Equity Incentive Plan (the "2021 Plan"). The
purpose of the 2021 Plan is to attract and retain directors, consultants, officers and other key employees of the Company and its subsidiaries
and to provide to such persons incentives and rewards for superior performance. The 2021 Plan is administered by the Compensation and
Management Resources Committee of the Board and has a term of ten years. The 2021 Plan awards may be in the form of stock options (which
may be incentive stock options or nonqualified stock options), stock appreciation rights (or "SARs"), restricted shares,
restricted stock units ("RSUs", and other share-based awards, and provides for a maximum of 1,500,000 shares available for
issuance.

 On
March 24, 2023, the Company's board of directors approved an amendment to the 2021 Plan to increase the number of shares available
for issuance from 1,500,000 to 2,000,000.

 In addition, on March 24, 2023, the
board of directors approved an employee purchase plan ("ESPP Plan") whereby qualifying employees can choose each year to
have up to 5% of their annual base earnings withheld to purchase the Company's common shares in the open market. The Company
matches 100% of the employee's contribution amount after twelve months of employment.

 RSUs
Outstanding

 The
following table summarizes RSU activity for the years ended December 31, 2023:

of Restricted Stock Units Activity

 Restricted Stock Units

 Number of Units

 Weighted
 Average Grant Date Fair Value

 Non-vested units, December 31, 2022

 256,382

 $
 2.57

 Granted

 1,049,523

 2.46

 Vested

 ( 284,797
)

 2.54

 Forfeited

 –

 –

 Non-vested units, December 31, 2023

 1,021,108

 $
 2.46

 The aggregate intrinsic value of restricted stock units vested for the years ended December 31, 2023 and 2022
was approximately $ 585,000 and $ 190,000, respectively.

 On
August 19, 2022, we issued a total of 158,225 RSUs to our non-employee directors. The RSUs vest in five equal annual installments, beginning
with the first anniversary of the grant date.

 On
February 17, 2023, we granted a total of 415,000 RSUs to various members of the Company's management. The RSUs vest in three equal
annual installments, beginning with the date the shares were granted. The vested shares for the first vesting date were delivered in
fourth quarter of 2023.

 In
the third quarter of 2023, we granted a total of 34,765 RSUs to all non-executive members of our Company's board of directors.
The RSU's vest immediately. These RSUs were in lieu of third quarter cash director fee.

 In
the fourth quarter of 2023, we granted a total of 45,938 RSUs to all non-executive members of our Company's board of directors.
The RSU's vest immediately. These RSUs were in lieu of fourth quarter cash director fee.

 In
the fourth quarter of 2023, we issued a total of 183,820 RSUs to our non-employee directors. The RSUs vest in five equal annual installments,
beginning with the first anniversary of the grant date.

 On
January 18, 2021, the Company entered into an Equity Award Letter Agreement (the "Letter Agreement") with Mr. Swets, pursuant
to which the Company clarified its intention to grant an additional 370,000 stock options, restricted shares or restricted stock units
pursuant to a future award, subject to the approval of an amended and/or new equity plan, among other conditions. On February 17, 2023,
in satisfaction of the obligations in the letter agreement, the Company granted 370,000 RSUs to Mr. Swets. The RSU's fully vested
on the first anniversary of the grant date.

 Restricted

 During
the fourth quarter of 2023, the Company issued 25,000 restricted shares under the 2021 Equity Incentive Plan to an employee of the Company.
The restriction will be lifted on the first anniversary of the grant date.

 On
July 31, 2022, the Company issued 25,000 restricted shares under the 2021 Equity Incentive Plan to an employee of the Company. The restriction
was lifted on the first anniversary of the grant date.

 Stock
Options Outstanding

 On
January 12, 2021, in connection with Larry G. Swets, Jr.'s appointment as Chief Executive Officer, the Company entered into a Stock
Option Agreement (the "Stock Option") with Mr. Swets. The Stock Option entitles Mr. Swets to purchase up to 130,000 shares
of the Company's common stock at an exercise price of $ 3.38 per share. The Stock Option becomes vested and fully exercisable in
20% increments on each anniversary of the grant date, provided that Mr. Swets remains in the continuous service of the Company through
each applicable vesting date and that the Company's book value per share shall have increased by 15% or more as compared to the
Company's book value per share as of the fiscal year end prior. The Stock Option expires on January 11, 2031.

 The
Stock Option contains performance and service conditions that affect vesting. Pursuant to ASC Topic 718- Stock Compensation, these
conditions have not been reflected in estimating the fair value of the award upon its grant date; however, the Company employed a Monte-Carlo
model to estimate the likelihood of satisfaction of the required performance and service conditions. This resulted in a derived service
period of approximately 3.3 years under the grant.

 In
estimating the fair value of the Stock Option, the Company estimated volatility based on the historical volatility of our stock. The
risk-free interest rate is based on the U.S. Treasury Constant Maturity similar to the expected remaining life of the Stock Option. The
expected life of the Stock Option is assumed to be equivalent to its contractual term. The dividend rate is based on our historical rate,
which the Company anticipates will remain at zero. The following assumptions were used to determine the estimated fair value of the Stock
Option:

of Fair Value of Stock Options

 Expected volatility

 45.60
 %

 Expected life (years)

 10.00

 Risk-free interest rate

 1.15
 %

 Dividend yield

 0.00
 %

 The
following table summarizes activity for stock options issued for the years ended December 31, 2023 and 2022:

of Stock Option Activity

 Common Stock Options

 Weighted Ave Exercise Price

 Weighted Ave Remaining Contractual Term (yrs)

 Weighted Ave Grant Date Fair Value

 Aggregate Intrinsic Value

 Outstanding, January 1, 2023

 $
 3.38

 8.04

 $
 1.88

 $
 -

 Exercisable, January 1, 2023

 –

 $
 –

 –

 $
 –

 $
 –

 Granted

 –

 –

 –

 –

 –

 Exercised

 –

 –

 –

 –

 –

 Cancelled

 –

 –

 –

 –

 –

 Outstanding, December 31, 2023

 $
 3.38

 7.04

 $
 1.88

 $
 –

 Exercisable, December 31, 2023

 –

 $
 –

 –

 $
 –

 $
 –

 Total
stock-based compensation expense for the years ended December 31, 2023 and 2022 was approximately $ 2.0 million and $ 255,000, respectively.
As of December 31, 2023, total unrecognized stock compensation expense of $ 1.3 million remains, which will be recognized through December
31, 2028. Stock compensation expense has been reflected in the Company's financial statements as part of general and administrative
expense.

 Warrants

 No
warrants were granted or exercised during the years ended December 31, 2023 and 2022. On February 24, 2022, 1,500,000 warrants with an
exercise price of $ 15.00 expired.

 As
of December 31, 2023, the Company did no t have any warrants outstanding.

 Note
8. Shareholders' Equity

 8.00%
Cumulative Preferred Stock, Series A

 As
of both December 31, 2023, and December 31, 2022, the Company had 894,580 Series A Preferred Stock shares outstanding.

 Dividends
on the Series A Preferred Stock are cumulative from the date of original issue and are payable quarterly on the 15th day of March, June,
September and December of each year, when, as and if declared by our Board of Directors or a duly authorized committee thereof. Dividends
are payable out of amounts legally available therefor at a rate equal to 8.00 % per annum per $ 25.00 of stated liquidation preference
per share, or $ 2.00 per share of Series A Preferred Stock per year. The Series A Preferred Stock shares trade on the Nasdaq Stock Market
under the symbol "FGFPP".

 Common
Stock

 In
June 2022, we sold a total of 2,750,000 shares of our common stock in an underwritten public offering, at a price of $ 1.58 per share,
for net proceeds of approximately $ 3.8 million. On August 2, 2022, ThinkEquity, the underwriter with respect to the public offering,
partially exercised its overallotment option and we sold an additional 71,770 shares of our common stock, at a price of 1.58 per share,
for net proceeds of $ 0.1 million.

 On
November 3, 2022, the Company entered into a Sales Agreement with ThinkEquity LLC, pursuant to which the Company may offer and sell,
from time to time through ThinkEquity LLC, shares of the Company's common stock, subject to the terms and conditions of the Sales
Agreement. During the first quarter of 2023, the Company sold approximately 27,000 shares under the Sales Agreement for net proceeds
of approximately $ 74,000. On May 26, 2023, the Sales Agreement was terminated.

 In
June of 2023, the Company sold a total of 865,000 shares of common stock in an underwritten public offering, at a price of $ 1.85 per
share, for net proceeds of approximately $ 1.3 million.

 The
total number of common stock outstanding as of December 31, 2023 is 10,558,931, compared to 9,410,473 as of December 31, 2022.

 Statutory
Capital and Surplus

 FGRe
is subject to the Cayman Islands' Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations. In accordance with
the terms of The Insurance Regulations, as a Class B(iii)insurer under the Act, the Company is required to maintain a minimum capital
of $200,000 and a prescribed capital of $1,622,324 in line with the Regulations based on 15% of the first $5 million in net earned premium
and 7.5% of additional net earned premium up to $20,000,000. The Company was in compliance with these requirements as of December 31,
2023.

 FGRe
is not required to prepare separate statutory financial statements for filing with CIMA. There were no material differences between FGRe's
GAAP capital, surplus, and net income and its statutory capital, surplus, and net income at December 31, 2023 and 2022, and for the years
then ended.

 At
December 31, 2023, FGRe was not restricted from payment of dividends to the Company. Any dividends declared and paid from FGRe to the
Company would require CIMA's approval.

 Note
9. Related Party Transactions

 Related
party transactions are carried out in the normal course of operations and are measured in part by the amount of consideration paid or
received, as established and agreed by the parties. Management believes that consideration paid for such services in each case approximates
fair value. Except where disclosed elsewhere in these consolidated financial statements, the following is a summary of related party
transactions.

 FG
Special Situations Fund

 The
Company participated as a limited partner in the Fund. The general partner of the Fund, and the investment advisor of the Fund, was ultimately
controlled by Mr. Cerminara, the Chairman of the Company's Board of Directors. Portions of the Company's investment into
the Fund were used to sponsor the launch of SPACs affiliated with certain of our officers and directors.

 The
Fund began the process of winding down in the first quarter of 2023 and completed the process in the second quarter of 2023. As a result
of the winddown, the Company now holds direct limited partner interests in FGAC Investors LLC, FG Merger Investors LLC, and Greenfirst
Forest Products Holdings, LLC. Mr. Cerminara, Mr. Swets and Mr. Baqar, our Executive Vice President and Chief Financial Officer, serve
as managers of FGAC Investors LLC and FG Merger Investors LLC, while Mr. Cerminara ultimately controls Greenfirst Forest Products Holdings,
LLC.

 FG
Merchant Partners

 FGMP
was formed to co-sponsor newly formed SPACs with their founders or partners. Certain of our directors and officers also hold limited
partner interests in FGMP. Mr. Swets holds a limited partner interest through Itasca Financial LLC, an advisory and investment firm for
which Mr. Swets is managing member. Mr. Baqar also holds a limited partner interest through Sequoia Financial LLC, an advisory firm for
which Mr. Baqar is managing member. Mr. Cerminara also holds a limited partner interest through Fundamental Global, LLC, a holding company
for which Mr. Cerminara is the manager and one of the members.

 FGMP
has investments in the founder shares and warrants of FG Acquisition Corp, FGC and Craveworthy. Certain of our directors and officers
are affiliated with these entities.

 FG
Communities

 In
October 2022, the Company directly invested $ 2.0
million into FGC, which is included in other investments on the consolidated balance sheets. The Company also holds an interest through its ownership in FGMP. FGC is a self-managed real estate company
focused on a growing portfolio of manufactured housing communities which are owned and operated by FGC. Mr. Cerminara is the
President and a director of FGC.

 There was an observable price change in FGC during the second quarter of 2023, resulting in $ 0.3 million increase
in the carrying value. This amount is included in net investment income on the Company's consolidated statements of operations.

 Craveworthy

 On
March 16, 2023, the Company invested $ 200,000 in a senior unsecured loan to Craveworthy. Mr. Swets has an indirect interest in Craveworthy,
independent from the interests held by the Company through its ownership in FGMP.

 Shared
Services Agreement

 On
March 31, 2020, the Company entered into a Shared Services Agreement (the "Shared Services Agreement") with Fundamental Global
Management, LLC ("FGM"), an affiliate of FG, pursuant to which FGM provides the Company with certain services related to
the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company's financial and
operational performance, providing a management team to supplement the executive officers of the Company, and such other services consistent
with those customarily performed by executive officers and employees of a public company. In exchange for these services, the Company
pays FGM a fee of $ 456,000 per quarter (the "Shared Services Fee"), plus reimbursement of expenses incurred by FGM in connection
with the performance of the Services, subject to certain limitations approved by the Company's Board of Directors or Compensation
Committee from time to time.

 The
Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless
terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company's
independent directors, at the end of the initial or automatic renewal term upon 120 days' notice, subject to payment by the Company
of certain costs incurred by FGM to wind down the provision of services and, in the case of a termination by the Company without cause,
payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination. In the third quarter of
2022, the Shared Services Agreement was amended to eliminate termination fees and to increase the termination notice from 120 days to
365 days.

 The
Company paid $ 1,825,000
to FGM under the Shared Services Agreement for each of the years ended December 31, 2023 and 2022, respectively. This amount is included in General and administrative expenses on the consolidated statement of operations.

 Note
10. Net Earnings Per Share

 Basic earnings per share is computed by dividing net income available to common stockholders by the weighted
average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings
per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants,
using the treasury stock method. In calculating diluted earnings per share, those potential common shares that are found to be anti-dilutive
are excluded from the calculation. The table below provides a summary of the calculations used in determining basic and diluted earnings
per share for the years ended December 31, 2023 and 2022.

of Numerators and Denominators Used in Calculation of Basic and Diluted Earnings Per Share

 2023

 2022

 2023

 2022

 Basic and diluted:

 Net income (loss) from continuing operations

 $
 3,845

 $
 1,088

 Dividends declared on Series A Preferred Shares

 ( 1,786
)

 ( 1,789
)

 Income (loss) attributable to common shareholders from continuing operations

 2,059

 ( 701
)

 Weighted average common shares

 9,991,980

 8,030,106

 Income (loss) per common share from continuing operations

 $
 0.21

 $
 ( 0.09
)

 The
following potentially dilutive securities outstanding as of December 31, 2023 and 2022 have been excluded from the computation of diluted
weighted-average shares outstanding as their effect would be anti-dilutive under the treasury stock method.

of Potentially Dilutive Securities Excluded from Calculation

 As of December 31,

 2023

 2022

 Options to purchase common stock

 Restricted shares

 25,000

 25,000

 Restricted stock units

 1,021,108

 256,382

 1,176,108

 411,382

 Note
11. Retirement plans

 The 401(k) Plan (the "Retirement Plan") was established effective January 1, 2015, as a defined contribution
plan. The Retirement Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA");
eligible employees of the Company and its subsidiaries may participate in the plan. Employees who have completed one month of service
are eligible to participate and are permitted to make annual pre and post-tax salary reduction contributions not to exceed the limits
imposed by the Internal Revenue Code of 1986, as amended. Contributions are invested at the direction of the employee participant in
various money market and mutual funds. The Company matches 100 % of each participant's initial contributions up to 3 % of a participant's
eligible earnings and 50 % of each participant's contributions up to an additional 2 % of a participant's eligible earnings.
The Company may also elect to make a profit-sharing contribution to the Retirement Plan based upon discretionary amounts and percentages
authorized by the Company's Board of Directors. For the years ended December 31, 2023 and 2022, the Company made matching contributions
to the Retirement Plan in the amounts of approximately $ 26,000 and $ 44,000, respectively, but did not make any profit-sharing contributions
to the Retirement Plan in either year. The 401K matching contributions are included within general and administrative expenses on the consolidated statement
of operations.

 On
March 24, 2023, the board of directors approved an employee purchase plan ("ESPP Plan") whereby qualifying employees can choose each year to
have up to 5% of their annual base earnings withheld to purchase the Company's common shares in the open market. The Company matches 100% of the employee's contribution amount after thirty days of employment. The Company's contribution is
expensed as paid and for the years ended December 31, 2023 and December 31, 2022 totaled approximately $ 18,000
and zero,
respectively. The ESPP matching contributions are included within general and administrative expenses on the consolidated statement
of operations.

 Note
12. Commitments and Contingencies

 Legal
Proceedings:

 As
of December 31, 2023, the Company was not a party to any legal proceedings and was not aware of any material claims or actions pending
or threatened against us. From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business.
Currently, it is not possible to predict legal outcomes and their impact on the future development of claims. Any such development will
be affected by future court decisions and interpretations. Because of these uncertainties, additional liabilities may arise for amounts
in excess of the Company's current reserves.

 Note
13. Leases

 Operating
Lease Commitments:

 In
July 2021, the Company entered into a lease agreement for office space in St. Petersburg, FL. The lease had a term of 12
months and was not renewed upon expiration. Due to the short-term nature of the lease, the Company recognized lease expense on a
straight-line basis over the term of the lease, with any variable lease payments recognized in the period in which the obligation
for the payment occurred. Short-term lease expense related to the St. Petersburg office was approximately $ 10,000
for the year ended December 31, 2022.

 In
April 2022, the Company entered into a lease agreement for office space in Itasca, IL. The lease has a term of 44
 months beginning on May 1, 2022. Total minimum
rent over the term of the lease is expected to be approximately $ 77,000.
The annual discount rate used for the Itasca office was 8 %.
As of December 31, 2023 and December 31, 2022, the right of use asset and lease liability are approximately $ 39,000
 and $ 56,000,
each, respectively, and held in "Other assets" and "Other liabilities" on the balance sheet, respectively. Rent
expense related to the Itasca office was approximately $ 15,000
 and $ 17,000
 for the years ended December 31, 2023 and December
31, 2022, respectively. Future payments under operating lease liabilities are as follows:

 Schedule of Future Minimum Lease Commitment

 Year ending
 December 31,

 2024

 $
 21,000

 2025

 21,000

 Imputed interest

 ( 3,000
)

 Total lease liability

 $
 39,000

 Total
operating lease expense included in general and administrative expenses on the Company's consolidated statements of operations
was approximately $ 15,000
and $ 27,000
for the years ended December 31, 2023, and 2022, respectively.

 Note
14. Segment Reporting

 The
Company has two operating segments—insurance and asset management. The chief operating decision maker ("CODM") is the
Company's Chief Executive Officer. The measure of profit or loss used by the CODM to identify and measure the Company's reportable
segments is income before income tax. Our insurance segment consists of the operations of our Cayman Islands-based reinsurance subsidiary,
FGRe, which, as of December 31, 2023, included our eight reinsurance agreements, as well as the returns associated with the investments
made by our reinsurance operations. Net premiums earned within this segment relates entirely to property and casualty assumed premium.
Our asset management segment includes our investments made outside of reinsurance operations.

 The
following table presents the financial information for each segment that is specifically identifiable or based on allocations using internal
methodology as of and for the year ended December 31, 2023 and 2022. The 'other' category in the table below consists largely
of corporate general and administrative expenses which have not been allocated to a specific segment. Segment assets for the "other"
category primarily consist of unrestricted cash in the amounts of $ 1.7 million and $ 3.0 million as of December 31, 2023 and 2022, respectively.

 Summary of Segment Reporting

 For the year ended December 31, 2023

 Insurance

 Asset Management

 Other

 Total

 Net premiums earned

 $
 16,631

 $
 –

 $
 –

 $
 16,631

 9,326

 9,798

 Other income

 -

 Total revenue

 26,271

 26,842

 Income (loss) before income tax

 9,876

 ( 6,855
)

 3,845

 As of December 31, 2023

 Segment assets

 $
 45,230

 $
 17,540

 $
 2,966

 $
 65,736

 For the year ended December 31, 2022

 Net premiums earned

 $
 12,998

 $
 -

 $
 –

 $
 12,998

 Net investment (loss) income

 3,160

 3,617

 -

 6,777

 Other income

 -

 Total revenue

 16,158

 3,812

 20,095

 Income (loss) before income tax

 4,798

 3,765

 ( 7,475
)

 1,088

 As of December 31, 2022

 Segment assets

 $
 27,086

 $
 19,070

 $
 3,319

 $
 49,475

 Note
15. Subsequent Events

 On
January 3, 2024, FG Financial Group, Inc. ("FGF") and FG Group Holdings, Inc. (NYSE American: FGH) ("FGH"), signed
a definitive plan of merger to combine the companies in an all-stock transaction. The plan of merger and transaction were unanimously
approved by the independent members of the Board of Directors of both FGF and FGH. Under the plan of the merger, FGH common stockholders
would receive one share of FGF common stock for each share of common stock of FGH held by such stockholder. Upon completion of the merger,
the combined company would be renamed to Fundamental Global Inc. and the common stock and Series A cumulative preferred stock of the
combined company would continue to trade on the Nasdaq under the tickers "FGF" and "FGFPP," respectively.

 On
February 29, 2024, FGF and FGH completed the previously announced merger transaction pursuant to the Plan of Merger, dated as of January
3, 2024 (the "Merger Agreement"), by and among FGF, FGH and FG Group LLC, a Nevada limited liability company and wholly owned
subsidiary of FGF (the "Merger Sub"). Pursuant to the terms of the Merger Agreement and in accordance with the Nevada Revised
Statutes, FGH merged with and into the Merger Sub (the "Merger"), with the Merger Sub as the surviving entity and wholly
owned subsidiary of FGF. Following the Merger, on February 29, 2024, the Company amended its Amended and Restated Articles of Incorporation
to change its name to Fundamental Global Inc.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 The
Company's management performed an evaluation under the supervision and with the participation of the Company's principal
executive officer and principal financial officer of the effectiveness of the design and operation of the Company's disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of December 31, 2023. Based upon this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of the end of
the period covered by this Annual Report on Form 10-K to ensure that information required to be disclosed in the reports that the Company
files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to the Company's management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) promulgated under the Exchange Act. The Company's internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that:

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 Company's assets;

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles;

 provide
 reasonable assurance that the Company's receipts and expenditures are made in accordance with proper authorizations from the
 Company's management and directors; and

 provide
 reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Our management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control
– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based
upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

 This
Annual Report on Form 10-K does not include a report of our independent registered public accounting firm regarding the effectiveness
of our internal control over financial reporting. SEC's rules permit smaller reporting companies like ours to provide only management's
report.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the year ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 In
connection with the Merger with FGH that closed on February 29, 2024, the Board of Directors of the Company increased in size from six
to seven directors. In connection with the closing of the Merger, E. Gray Payne and Larry G. Swets, Jr., resigned from the Board. In
addition, in accordance with the terms of the Plan of Merger and effective immediately following the closing of the Merger each of Michael
C. Mitchell, Ndamukong Suh, and Robert J. Roschman were appointed to the Board.

 In
connection with the Merger, Larry G. Swets, President and Chief Executive Officer of FGF prior to the closing of the Merger, and Hassan
R. Baqar, Executive Vice President and Chief Financial Officer of FGF prior to the closing of the Merger, resigned from their respective
positions with the combined company. Messrs. Swets and Baqar will remain with the combined company leading the merchant banking and SPAC
businesses.

as of the closing of the Merger, the Board appointed D. Kyle Cerminara as Chief Executive Officer and Mark D. Roberson as Chief Financial
Officer of Fundamental Global Inc.

 Set
forth below is information about each of the Company's directors and executive officers, including ages as of March 14, 2024.

 Name

 Age

 Position

 Directors:

 D.
 Kyle Cerminara

 Chief
 Executive Officer and Chairman of the Board of Directors

 Richard E. Govignon, Jr.

 Rita Hayes

 Michael C. Mitchell

 Robert J. Roschman

 Ndamukong Suh

 Scott
 D. Wollney

 Executive
 Officers:

 Mark D. Roberson

 Chief Financial Officer

 The
Board currently consists of seven directors, each serving for a term of one year and until his or her successor has been duly elected and
qualified or until his or her earlier death, retirement, resignation, or removal.

 D.
Kyle Cerminara was appointed to our Board of Directors on December 27, 2016; he became Chairman of our Board of Directors on
May 11, 2018; and he became Chief Executive Officer on February 29, 2024. Mr. Cerminara also served as our Principal Executive Officer from
March 2020 to June 2020. Mr. Cerminara has over 20 years' experience as an institutional investor, asset manager, director,
chief executive, founder and operator of multiple financial services and technology businesses. Mr. Cerminara co-founded FG in 2012 and serves as its Chief Executive Officer.

 Mr.
Cerminara is a member of the board of directors of a number of companies focused in the reinsurance, investment management, technology
and communication sectors, Strong Global Entertainment,
Inc. (NYSE American: SGE), a leader in the entertainment industry providing mission critical products and services to cinema exhibitors
and entertainment venues, since March 2022; FG Communities, Inc., a real estate management company focused on preserving and improving
affordable housing, since July 2022; and Firefly Systems Inc., a venture-backed digital advertising company, since August 2020. Since
October 2021, Mr. Cerminara is the chairperson of the board of directors of FG Acquisition Corp. (TSX:FGAA.U), a Canadian special purpose
acquisition company seeking to complete an acquisition and, since October 2023, has served as chairperson of the board of directors of
FG Merger II Corp., a special purpose acquisition company in the process of completing its initial public offering. Since November 2023,
Mr. Cerminara has served as chairperson of the board of directors of FG Merger III Corp., a special purpose acquisition company in the
process of completing its initial public offering.

 Prior to its merger, Mr. Cerminara served as the Chairman of FG Group Holdings,
Inc, (NYSE American: FGH), a holding company with diverse business activities focused on serving the entertainment and retail markets,
from May 2015 through February 2024. He previously served as its Chief Executive Officer from November 2015 through April 2020. Mr. Cerminara has served as the Chairman of Strong Global Entertainment, Inc. since March 2022. From
July 2015 through December 2023, Mr. Cerminara served on the board of directors of BK Technologies Corporation (NYSE American: BKTI),
a provider of two-way radio communications equipment, and served as its Chairman from July 2022 through December 2023 and previously
from March 2017 until April 2020. Mr. Cerminara has served as the Chairman and President of FG Communities, Inc. since its formation
in July 2022. From February 2022 to August 2023, Mr. Cerminara served as a Senior Advisor to FG Merger Corp. (NASDAQ: FGMC), a special
purpose acquisition company, which merged with iCoreConnect, Inc. (NASDAQ: ICCT), a market leading, cloud-based software and technology
company focused on increasing workflow productivity and customer profitability through its enterprise and healthcare workflow platform
of applications and services. From April 2021 to December 2021, Mr. Cerminara served as a director of Aldel Financial Inc. (NYSE: ADF),
a special purpose acquisition company co-sponsored by Fundamental Global, which merged with Hagerty, a leading specialty insurance provider
focused on the global automotive enthusiast market. From July 2020 to July 2021, Mr. Cerminara served as Director and President of FG
New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company, which merged with OppFi Inc. (NYSE: OPFI), a leading
financial technology platform that powers banks to help everyday consumers gain access to credit. He served on the board of directors
of GreenFirst Forest Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest
products industry, from June 2016 to October 2021 and was appointed Chairman from June 2018 to June 2021; Limbach Holdings, Inc. (NASDAQ:
LMB), a company which provides building infrastructure services, from March 2019 to March 2020; Iteris, Inc. (NASDAQ: ITI), a publicly-traded,
applied informatics company, from August 2016 to November 2017; Magnetek, Inc., a publicly-traded manufacturer, in 2015; and blueharbor
bank, a community bank, from October 2013 to January 2020. He served as a Trustee and President of StrongVest ETF Trust, which was an
open-end management investment company, from July 2016 to March 2021. Previously, Mr. Cerminara served as the Co-Chief Investment Officer
of CWA Asset Management Group, LLC, a position he held from January 2013 to December 2020.

 Prior
to these roles, Mr. Cerminara was a Portfolio Manager at Sigma Capital Management, an independent financial adviser, from 2011 to 2012,
a Director and Sector Head of the Financials Industry at Highside Capital Management from 2009 to 2011, and a Portfolio Manager and Director
at CR Intrinsic Investors from 2007 to 2009. Before joining CR Intrinsic Investors, Mr. Cerminara was a Vice President, Associate Portfolio
Manager and Analyst at T. Rowe Price (NASDAQ: TROW) from 2001 to 2007, where he was named amongst Institutional Investor's Best
of the Buy Side Analysts in November 2006, and an Analyst at Legg Mason from 2000 to 2001.

 Mr.
Cerminara received an MBA degree from the Darden Graduate School of Business at the University of Virginia and a B.S. in Finance and
Accounting from the Smith School of Business at the University of Maryland, where he was a member of Omicron Delta Kappa, an NCAA Academic
All American and Co-Captain of the men's varsity tennis team. He also completed a China Executive Residency at the Cheung Kong
Graduate School of Business in Beijing, China. Mr. Cerminara holds the Chartered Financial Analyst (CFA) designation.

 Dr.
Richard E. Govignon, Jr. was elected to our Board of Directors on December 15, 2021. Dr. Govignon has been a Partner of Dnerus
Financial, a family asset management company, since June 2021. Dr. Govignon is an experienced corporate director/trustee in the U.S.
and Canada with broad exposure to numerous industries. Dr. Govignon has been a director of Strong Global Entertainment, Inc. (NYSE: SGE),
a corporation focused on supplying screens and providing technical support services to the cinema exhibition industry, theme parks, and
other entertainment-related markets since January 2022. Dr. Govignon also serves as a member of the board of directors of FG Acquisition
Corp (TSX: FGAA.U), a special purpose acquisition corporation ("SPAC") incorporated under the laws of the Province of British
Columbia. Since October 2023, Dr. Govignon has served as a member of the board of directors of FG Merger II Corp., a special purpose
acquisition company in the process of completing its initial public offering. Since November 2023, Dr. Govignon has served as a member
of the board of directors of FG Merger III Corp., a special purpose acquisition company in the process of completing its initial public
offering. Dr. Govignon is also a member of the board of directors of B-Scada, Inc. (OTC: SCDA), a company developing software and hardware
products since June 2021. Dr. Govignon served as a member of the board of directors of GreenFirst Forest Products, Inc. (TSXV: GFP),
a public company focused on forest product investments, from January 2019 to December 2021. Dr. Govignon also served as a Trustee of
the StrongVest ETF Trust (US: CWAI) that, invested in a diversified portfolio of corporate bonds with varying maturities and equity securities
from 2017 to 2019. Dr. Govignon has worked in the healthcare and pharmaceutical industry in various management and pharmacy positions
for over 20 years, most recently with ShopRite Pharmacy since 2022 and previously with CVS Health Corporation (2022-2019 and from 2013-2017),
with Acme Markets Inc. (2017-2019) and Rite Aid Corporation (2001-2013).

 Dr.
Govignon received a Bachelor of Science in Pharmacy and a Doctor of Pharmacy from the University of the Sciences in Philadelphia. We
believe Dr. Govignon's managerial experience and his experience in investing and financial analysis make him qualified to serve
on our Board of Directors.

 Rita
Hayes was appointed to our Board of Directors on January 11, 2019. Ms. Hayes has been Chair of Hayes International Advisors,
LLC since 2013, where she counsels industry and institutional leaders on a range of economic, political and regulatory matters. She served
as an expert for the International Chamber of Commerce's World Business Summit in 2008. Ms. Hayes served as Deputy U.S. Trade Representative
and Ambassador to the World Trade Organization (WTO), a post to which she was nominated by President Bill Clinton and unanimously confirmed
by the U.S. Senate, from November 1997 through August 2001, during which time she served as Acting U.S. Trade Representative from January
through March 2001. From 2001 through December 2006, she held the position of Deputy Director General of the World Intellectual Property
Organization (WIPO) to which she was approved by the 184 Member States. At the conclusion of her appointment at WIPO, she served as Senior
Advisor in Hogan & Hartson LLP's Geneva, Switzerland office. Confirmed by the U.S. Senate in 1996, Ms. Hayes served from 1996
to 1997 as U.S. Chief Textile Negotiator in the Office of the U.S. Trade Representative (USTR) in Washington, D.C. From 1983 to 1992,
Ms. Hayes served as Chief of Staff for two members of the U.S. Congress. Ms. Hayes received a Bachelor of Arts from the University of
Georgia, an honorary degree as Doctor of Humane Letters from the College of Charleston and an honorary degree as Doctorate of Outstanding
Public Service from the University of South Carolina. We believe Ms. Hayes' extensive record of public and private service uniquely
qualifies her to serve on our Board of Directors.

 Michael
C. Mitchell was appointed to our Board of Directors on February 29, 2024. Mr. Mitchell most recently served as a Partner at Locust
Wood Capital, which he retired from in 2019 after nine years with the firm in analytical positions in the consumer, industrial, real
estate and media industries. From 2006 to 2011, Mr. Mitchell was a senior analyst at Breeden Capital LP, working with former SEC Chairman
Richard C. Breeden, where Mr. Mitchell was primarily focused on consumer business and was actively involved in board engagements at Applebee's,
a then-Nasdaq-listed restaurant operating company and franchisor and Zale Corporation, a then-NYSE-listed leading specialty retailer
of fine jewelry as an advisor to the board. From 2005 to 2006, Mr. Mitchell worked as an analyst for Kellogg Capital Group, LLC, the
private investment firm founded by Peter Kellogg. From 2004 to 2005, Mr. Mitchell served as an equity research analyst at Jefferies and
Company, Inc. covering post-reorganization equities. Mr. Mitchell is currently the Chief Operating Officer of Children's Eye Care
of Northern Colorado, P.C., a Pediatric Ophthalmology practice based in Fort Collins, CO, which he cofounded and operates with his wife
Dr. Carolyn G. Mitchell. Additionally, Mr. Mitchell serves on the advisory board of the Michael F. Price College of Business at the University
of Oklahoma. Mr. Mitchell received an MBA from the Michael F. Price College of Business at the University of Oklahoma and a B.S. in Marketing
from the Spears College of Business at Oklahoma State University. We believe Mr. Mitchell is qualified to serve on our Board of Directors
as he offers the Board valuable insights obtained through his extensive experience in the financial industry, including investing, capital
allocation, finance and financial analysis of public companies.

 Robert
J. Roschman was appointed to our Board of Directors on February 29, 2024. Mr. Roschman
has been an owner of Triple R. Associates, Ltd., a real estate firm with over 100 properties leased to fast food, distribution and retail
tenants, since 1992. Mr. Roschman also holds ownership interests in several development properties throughout Florida. Mr. Roschman previously
served on the Board of Directors of Giant Holdings, Inc., a privately held federally chartered bank with an Internet division, which
he founded in 1998 and which merged into Home BancShares, Inc. (Nasdaq: HOMB) in February 2017. From 1987 to 2000, Mr. Roschman was a
Co-Founder and Vice President of Snapps Restaurants, Inc., a 76-store fast food restaurant which merged into Rally's Hamburgers,
Inc. From 1983 until 1997, he served as a shareholder of Charter Bank in Delray Beach, Florida, which merged into Southtrust Bank in
1997. Mr. Roschman received a B.S. from Florida State University. Mr. Roschman brings over 30 years of experience as an investor in multiple
lines of business, including real estate, franchising, distribution, banking and retail. Mr. Roschman's extensive experience as
an investor and in managing and overseeing multiple businesses is valuable for evaluating strategic opportunities and qualifies him to
serve on our Board of Directors.

 Ndamukong
Suh was appointed to our Board of Directors on February 29, 2024. Mr. Suh is an independent private investor and holds ownership
interests in several real estate development projects across Michigan, Nebraska, Oregon and Colorado. Mr. Suh is the Founder and a director
of the Suh Family Foundation. He is also a professional athlete and was a member of the Philadelphia Eagles of the National Football
League ("NFL") during 2022. He previously was with the NFL's Tampa Bay Buccaneers from 2019 to 2022, becoming a Superbowl
champion in February 2021, Los Angeles Rams from 2018 to 2019, Miami Dolphins from 2015 to 2017 and Detroit Lions from 2010 to 2014.
He has served on the Board of Directors of FG Group Holdings, Inc (NYSE American: FGH), a holding company with diverse business interests
since January 2016. Since October 2023, Mr. Suh has served as a senior advisor to the board of directors of FG Merger II Corp. and FG
Merger III Corp., both of which are special purpose acquisition companies in the process of completing their initial public offering.
Mr. Suh serves as a member of the Board of Advisors of Ember Technologies, a privately held manufacturer and designer of patented temperature
adjustable dishware and drinkware. Mr. Suh holds a Bachelor's degree in Engineering focused on Construction Management from the
University of Nebraska.

 Scott
D. Wollney was appointed to our Board of Directors on March 30, 2015. Since October 2023, Mr. Wollney has served as a member
of the board of directors of FG Merger II Corp., a special purpose acquisition company in the process of completing its initial public
offering. Since November 2023, Mr. Wollney has served as a member of the board of directors of FG Merger III Corp., a special purpose
acquisition company in the process of completing its initial public offering. Since December 2010, Mr. Wollney has served as the President,
Chief Executive Officer and as a Director of Atlas Financial Holdings, Inc. ("Atlas") (OTC: AFHIF). From July 2009 until
December 2010, Mr. Wollney was President and Chief Executive Officer of Kingsway America Inc. (KAI), a property and casualty holding
company and subsidiary of Kingsway Financial Services Inc. From May 2008 to March 2009, he was the President and Chief Executive Officer
of Lincoln General Insurance Company (a subsidiary of KAI), a property and casualty insurance company. Mr. Wollney co-founded Avalon
Risk Management, Inc., an insurance broker, in 1998, and served as its President, from 2002 to 2008. Mr. Wollney has more than 30 years
of experience in property and casualty insurance. During his tenure in the industry, Mr. Wollney has held executive positions at both
insurance companies, as well as brokerage operations. Mr. Wollney is an MBA graduate of Northwestern University's Kellogg School
of Management with a concentration in finance and management strategy and holds a Bachelor of Arts degree from the University of Illinois.
We believe Mr. Wollney's qualifications to serve on our Board of Directors include his direct operating experience with respect
to numerous disciplines which are critical to the insurance business.

 Mark
D. Roberson was appointed Chief Financial Officer on February 29, 2024. Mr. Roberson served as the Chief Executive Officer of
FG Group Holdings Inc. from April 2020 until the closing of the Merger, and served as Executive Vice President, Chief Financial Officer
and Treasurer of FGH from November 2018 to April 2020. Mr. Roberson brings an extensive background in executive leadership, operations,
corporate finance, SEC reporting, treasury, and mergers and acquisitions. Mr. Roberson has also served as Chief Executive Officer of
Strong Global Entertainment, Inc. (NYSE American: SGE), a majority owned subsidiary of the Company which conducted its initial public
offering in May 2023, since November 2021. He previously served as Chief Operations Officer of Chanticleer Holdings, Inc., a Nasdaq-listed
restaurant operating company, from May 2015 to November 2018, and as Chief Executive Officer of PokerTek, Inc., a then-Nasdaq-listed
gaming technology company, from February 2010 to October 2014 (having served as Acting Chief Executive Officer from May 2009 until February
2010). He also served as Chief Financial Officer and Treasurer of PokerTek, Inc. from October 2007 until October 2014. Mr. Roberson previously
held positions of increasing responsibility at Curtiss-Wright, Inc., a NYSE-listed aerospace and defense contractor, Krispy Kreme Doughnut
Corporation, a then-NYSE-listed fast-casual restaurant franchisor and operator, and LifeStyle Furnishings International, a $2 billion
private equity backed furniture manufacturer. Mr. Roberson is a Certified Public Accountant who started his career with Ernst & Young
and PricewaterhouseCoopers. He earned an MBA from Wake Forest University, a B.S. in Accounting from UNC-Greensboro and a B.S. in Economics
from Southern Methodist University. He served on the Board of Directors of CynergisTek, Inc. (NYSE American: CTEK), a cybersecurity and
information management consulting firm, from May 2016 to September 2022, where he chaired the Audit Committee.

 In
connection with the closing of the Merger, E. Gray Payne and Larry G. Swets, Jr., resigned from the Board. Both Mr. Payne and Mr. Swets
held board positions throughout 2023. In addition, in connection with the Merger, Mr. Swets, President and Chief Executive Officer of
FGF prior to the closing of the Merger, and Hassan R. Baqar, Executive Vice President and Chief Financial Officer of FGF prior to the
closing of the Merger, resigned from their respective positions with the combined company. Both Mr. Swets and Mr. Baqar held executive
positions throughout 2023.

 E.
Gray Payne was elected to our Board of Directors on May 31, 2018 and resigned on February 29, 2024. General Payne served as
Senior Vice President of The Columbia Group ("TCG") from September 2010 to September 2017, where he was responsible for
managing the Marine Corps Programs Division (since September 2010) and the Navy Programs Division (since October 2013). TCG is a
federal consulting firm working with the Department of Defense, the Department of Homeland Security, the National Oceanic and
Atmospheric Administration, and private cedents. TCG consults in the areas of logistics, acquisitions, program management,
information technology, training, marine architecture and engineering, and command and control systems. Since December 2011, General
Payne has also provided consulting services to and served on the Advisory Council of Marstel-Day, LLC, located in Fredericksburg,
Virginia, which consults in the areas of conservation, environmental compliance, and encroachment. Prior to September 2010, General
Payne was on active duty with the Marine Corps for 10 years, retiring as a Major General. His three commands as a General Officer
included the Marine Corps Mobilization Command, the Marine Corps Logistics Command, and the 4 th Marine Logistics Group.
Prior to March 2001, he worked with a number of companies in various capacities, including as a management consultant, Chief
Financial Officer, Chief Operating Officer, and Chief Executive Officer. General Payne currently serves on the Board of Directors of
BK Technologies Corporation (NYSE American: BKTI), a provider of communications equipment, since January 2017. He is a prior
chairman of the Board of the Marine Corps Association and Foundation and currently serves as a Director on the Boards of VetCV
(since December 2017) and the National Wildlife Refuge Association (since June 2018). He received a B.S. in Economics from North
Carolina State University and a M.S. in Strategic Studies from U.S. Army War College. A member of the National Association of
Corporate Directors, he has also earned the Professional Director designation from the American College of Corporate Directors. We
believe General Payne's 40 years of service in the Marine Corps, as well as over 25 years of experience in the private sector
in the areas of financial management, operational improvement and strategic planning, qualify him to serve on our Board of
Directors.

 Larry
G. Swets, Jr. served as a member of our Board of Directors from November 2013 to February 2024, and served as our Chairman from
March 2017 to May 2018. Mr. Swets served as our Chief Executive Officer from November 2020 to February 2024, after serving as our interim
Chief Executive Officer from June 2020 to November 2020, through a consulting agreement with Itasca Financial LLC. Mr. Swets has over
25 years of experience within financial services encompassing both non-executive and executive roles. Mr. Swets founded Itasca Financial
LLC, an advisory and investment firm, in 2005 and has served as its managing member since inception. Mr. Swets is founder and President
of Itasca Golf Managers, Inc., a management services and advisory firm focused on the real estate and hospitality industries since August
2018.

 Mr.
Swets is a member of the board of directors of GreenFirst Forest Products Inc. (TSXV: GFP), a public company focused on investments in
the forest products industry since June 2016, FG Group Holdings Inc. (NYSE American: FGH) (formerly Ballantyne Strong, Inc.) since October
2021, and Ascension Illinois Foundation since March 2018, and was a member of the Board of Directors of Unbounded Media Corporation from
June 2019 to September 2023. Since October 2021, Mr. Swets also serves as Chief Executive Officer and a member of the board of directors
of FG Acquisition Corp. (TSX:FGAA.U), a Canadian special purpose acquisition company seeking to complete an acquisition and, since October
2023, has served as Chief Executive Officer of FG Merger II Corp., a special purpose acquisition company in the process of completing
its initial public offering. Since November 2023, Mr. Swets has served as Chief Executive Officer of FG Merger III Corp., a special purpose
acquisition company in the process of completing its initial public offering.

 Previously,
Mr. Swets served as a director of FG Merger Corp. (Nasdaq: FGMCU), a special purpose acquisition company which merged with iCoreConnect
Inc. (Nasdaq: ICCT), a market leading, cloud-based software and technology company focused on increasing workflow productivity and customer
profitability through its enterprise and healthcare workflow platform of applications and services, from February 2022 to August 2023,
and as a director and Chief Executive Officer of FG New America Acquisition Corp. (NYSE: FGNA), a special purpose acquisition company
which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks to help everyday consumers gain
access to credit, from July 2020 to July 2021. Mr. Swets served as Senior Advisor to Aldel Financial Inc. (NYSE: ADF), a special purpose
acquisition company which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the global automotive
enthusiast market, from April 2021 to December 2021. Mr. Swets also served as Chief Executive Officer of GreenFirst Forest Products Inc.
(TSXV: GFP) (formerly Itasca Capital Ltd.) from June 2016 to June 2021, Chief Executive Officer of Kingsway Financial Services Inc. (NYSE:
KFS) from July 2010 to September 2018, including as its President from July 2010 to March 2017. He served as Chief Executive Officer
and director of 1347 Capital Corp., a special purpose acquisition company which merged with Limbach Holdings, Inc. (Nasdaq: LMB), from
April 2014 to July 2016. Mr. Swets also previously served as a member of the board of directors of Harbor Custom Development, Inc. (Nasdaq:
HCDI) from February 2020 to November 2023, Limbach Holdings, Inc. (Nasdaq: LMB) from July 2016 to August 2021, Kingsway Financial Services
Inc. (NYSE: KFS) from September 2013 to December 2018, Atlas Financial Holdings, Inc. (OTC: AFHIF) from December 2010 to January 2018,
FMG Acquisition Corp. (Nasdaq: FMGQ) from May 2007 to September 2008, United Insurance Holdings Corp. from 2008 to March 2012; and Risk
Enterprise Management Ltd. from November 2007 to May 2012. Mr. Swets served as director of Insurance Income Strategies Ltd. from October
2017 to December 2021.

 Prior
to founding Itasca Financial LLC, Mr. Swets served as an insurance company executive and advisor, including the role of director of investments
and fixed income portfolio manager for Lumbermens Mutual Casualty Company, formerly known as Kemper Insurance Companies. Mr. Swets began
his career in insurance as an intern in the Kemper Scholar program in 1994. Mr. Swets earned a Master's Degree in Finance from
DePaul University in 1999 and a Bachelor's Degree from Valparaiso University in 1997. He is a member of the Young Presidents'
Organization and holds the Chartered Financial Analyst (CFA) designation.

 Hassan
R. Baqar served as our Chief Financial Officer from August 2021, and Executive Vice President from December 2021, until February 2024, through
Sequoia Financial LLC ("Sequoia"), an advisory firm for which Mr. Baqar is managing member.

 Mr.
Baqar has over 20 years of experience within financial services and other industries focused on corporate development, mergers &
acquisitions, capital raising, investments and real estate transactions. Mr. Baqar has served as the founder and managing member of Sequoia
Financial LLC, a financial services and advisory firm, since January 2019. Mr. Baqar has also served as Chief Financial Officer of Insurance
Income Strategies Ltd., a former Bermuda based reinsurance company from October 2017 to December 2021, as a director of GreenFirst Forest
Products Inc. (TSXV: GFP) (formerly Itasca Capital Ltd.), a public company focused on investments in the forest products industry from
August 2019 to December 2021 and as Chief Financial Officer of GreenFirst Forest Products Inc. from June 2016 to December 2020, as a
director of FG Reinsurance Ltd., a Cayman Islands reinsurance company since June 2020, as director, treasurer and secretary of Sponsor
Protection Coverage and Risk, Inc., a South Carolina captive insurance company since October 2022, and as a director and Chief Financial
Officer of Unbounded Media Corporation from June 2019 to September 2023. Since October 2021, Mr. Baqar has also served as the Chief Financial
Officer and a member of the board of directors of FG Acquisition Corp. (TSX: FGAA.U), a Canadian special purpose acquisition company
seeking to complete an acquisition and, since October 2023, has served as Chief Financial Officer FG Merger II Corp., a special purpose
acquisition company in the process of completing its initial public offering. Since November 2023, Mr. Baqar has served as Chief Financial
Officer FG Merger III Corp., a special purpose acquisition company in the process of completing its initial public offering.

 Mr.
Baqar served as a director of FG Merger Corp. (Nasdaq: FGMCU) from December 2021 to August 2023, a special purpose acquisition company
which merged with iCoreConnect Inc. (Nasdaq: ICCT), a market leading, cloud-based software and technology company focused on increasing
workflow productivity and customer profitability through its enterprise and healthcare workflow platform of applications and services,
and as Chief Financial Officer of Aldel Financial Inc. (NYSE: ADF) from January 2021 to December 2021, a special purpose acquisition
company which merged with Hagerty, Inc. (NYSE: HGTY), a leading specialty insurance provider focused on the global automotive enthusiast
market. From July 2020 to July 2021, Mr. Baqar served as Chief Financial Officer of FG New America Acquisition Corp. (NYSE: FGNA), a
special purpose acquisition company, which merged with OppFi Inc. (NYSE: OPFI), a leading financial technology platform that powers banks
to help everyday consumers gain access to credit. Previously, he served as Vice President of Kingsway Financial Services Inc. (NYSE:
KFS) ("Kingsway") from January 2014 to January 2019 and as a Vice President of Kingsway's subsidiary Kingsway America
Inc. from January 2010 to January 2019. Mr. Baqar also served as Chief Financial Officer and director of 1347 Capital Corp. from April
2014 to July 2016, a special purpose acquisition company which merged with Limbach Holdings, Inc. (Nasdaq: LMB). Mr. Baqar served as
a member of the board of directors of FG Financial Group, Inc. (Nasdaq: FGF) from October 2012 to May 2015. He also served as the Chief
Financial Officer of United Insurance Holdings Corp. (NYSE: UIHC), a publicly held property and casualty insurance holding company, from
August 2011 to April 2012.

 His
previous experience also includes director of finance at Itasca Financial, LLC from 2008 to 2009 and positions held at Lumbermens Mutual
Casualty Company (a Kemper Insurance company), a diversified mutual property-casualty insurance provider, from June 2000 to April 2008,
where he most recently served as a senior analyst. Mr. Baqar earned a Master's Degree in Business Administration from Northeastern
Illinois University in 2009 and a Bachelor's Degree in Accounting and Business Administration from Monmouth College in 2000. He
also holds a Certified Public Accountant designation.

 Board
Diversity

 Board Diversity Matrix as of March 14, 2024

 Total Number of Directors

 Female

 Male

 Non-
 Binary

 Did
 not Disclose

 Gender

 Directors

 –

 –

 Demographic
 Information:

 –

 –

 –

 –

 African
 American or Black

 –

 –

 –

 Alaskan
 or Native American

 –

 –

 –

 –

 Asian

 –

 –

 –

 –

 Hispanic
 or Latinx

 –

 –

 –

 –

 Native
 Hawaiian or Pacific Islander

 –

 –

 –

 –

 White

 –

 –

 Two
 or More Races or Ethnicities

 –

 –

 –

 –

 LGBTQ+

 –

 Persons
 with Disabilities

 We
recognize the value of diversity at the Board level and believe that our Board currently comprises an appropriate mix of background,
diversity and expertise. In particular, we currently have a female director, and our directors, overall, have significant experience
in a variety of industries and sectors, including, among others, the insurance industry, the financial industry, military operations
and political and diplomatic operations. Although we have no formal separate written policy, our Nominating and Corporate Governance
Committee is required under its charter to recommend nominees that ensure sufficient diversity of backgrounds on our Board. We believe
that the diversity of our directors enriches our Board by encouraging fresh perspectives and bringing new and valuable insights to the
Board.

 Board
Meetings

 During
the year ended December 31, 2023, the Board of Directors held five meetings. In 2023, no director attended fewer than 75% of the total
number of (i) meetings held by the Board of Directors during the period for which he or she was a director and (ii) meetings held by
all committees of the Board of Directors on which he or she served (during the period that the director served). Independent members
of our Board of Directors also meet in executive session without management present.

 "Controlled
Company" Status

 As
discussed under "Security Ownership of Certain Beneficial Owners and Management," FG and affiliated entities beneficially
own approximately 54.6% of our common stock as of December 31, 2023. As a result, we are a "controlled company," or a company
of which more than 50% of the voting power for the election of directors is held by an individual, group or another company, under The
Nasdaq Stock Market ("Nasdaq") rules. "Controlled companies" may elect not to comply with certain Nasdaq corporate
governance requirements, including regarding independence of their directors and board committees. Currently, we have not elected to
take advantage of these exemptions and are subject to the same governance standards as companies that are not "controlled companies."

 Board
Leadership Structure

 During
the year ended 2023, Mr. Cerminara served as Chairman of the Board of Directors, and Mr. Swets served as the Company's principal
executive officer.

 The
Chairman of the Board typically presides at all meetings of the Board. The Chairman's role also includes providing feedback on
the direction and performance of the Company, setting the agenda of meetings of the Board of Directors and leading the Board of Directors
in anticipating and responding to changes in our business.

 Our
Board of Directors has not established a policy on whether the same person should serve as both the principal executive officer of the
Company and the Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from the non-employee directors
or should be an employee. Our Board believes that it should have the flexibility to periodically determine the leadership structure that
it believes is best for the Company. Given the specific characteristics and circumstances of the Company, the Board believes that its
current leadership structure will enhance and facilitate the implementation of the Company's business strategy, including effective
monitoring and objective evaluation of the Chief Executive Officer's performance. Mr. Cerminara has been closely involved in developing
the Company's business strategy following the sale of our three insurance subsidiaries to FedNat Holding Company and has extensive
management experience, including having served as Chairman of the Board since May 2018. The Board believes that these qualities uniquely
qualify Mr. Cerminara to lead and facilitate informed Board discussions about the Company's policies and operations and enable
him to communicate effectively with the Board on strategic developments and other critical matters facing the Company, while also providing
oversight of the Chief Executive Officer. As Chief Executive Officer, Mr. Swets is also responsible for developing the Company's
business strategy and managing its day-to-day leadership and performance.

 The
Board has not appointed a lead independent director at this time. As of December 31, 2023 the Board consisted of six directors, four
of whom are independent. All independent directors serve on one or more committees of the Board, are able to closely monitor the
activities of the Company and meet in executive sessions without management present to discuss the Company's business strategy
and operations. Given the active involvement of all of the independent directors in the Company's matters, the Board has
determined that a lead independent director is not necessary at this time. Additionally, because the Company's Chairman is
appointed annually by the Company's non-management directors, such directors are able to evaluate the leadership and
performance of the Chairman each year.

 Risk
Oversight

 Our
Board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through the three
standing committees of the Board, as disclosed in the descriptions of each of the committees herein, and in the charters of each of the
committees, but the full Board has retained responsibility for overall supervision of risk management efforts as they relate to the key
business risks we face. Management identifies, assesses and manages the risks most critical to our operations and routinely advises our
Board regarding those matters. Areas of material risk may include operational, financial, legal and regulatory, human capital, information
technology and security, and strategic and reputational risks. Our Board satisfies its oversight responsibility through full reports
by each committee chair regarding the applicable committee's considerations and actions, as well as through regular reports directly
from members of management responsible for oversight of particular risks within the Company. The Audit Committee considers and discusses
financial risk exposures. The Compensation and Management Resources Committee assesses and monitors whether any of the Company's
compensation policies and programs have the potential to encourage excessive risk-taking. The Nominating and Corporate Governance Committee
monitors the effectiveness of the Company's corporate governance policies and the selection of prospective board members and their
qualifications. In addition, General Payne, as the chair of the Nominating and Corporate Governance Committee, takes an active role in
corporate governance matters. The Board believes that the leadership structure described above facilitates the Board's oversight
of risks because it allows the Board, working through its committees, to participate actively in the oversight of management actions.
The Board believes that its role in risk oversight does not affect the Board's leadership structure.

 Like
all businesses, we also face threats to our cybersecurity, as we are reliant upon information systems and the internet to conduct our
business activities. In light of the pervasive and increasing threat from cyberattacks, the Audit Committee, with input from management,
assesses the Company's cybersecurity and other information technology risks and threats and the measures implemented by the Company
to mitigate and prevent cyberattacks, and the Board receives periodic reports on the Company's cybersecurity program.

 Hedging
and Pledging Policy

 Under
the Company's Insider Trading Policy, all directors, officers and employees of the Company and its subsidiaries are prohibited
from engaging in any hedging transactions involving Company securities or equity securities of any subsidiaries of the Company, holding
Company securities in a margin account or pledging Company securities as collateral.

 Policy
Concerning Director Attendance at Annual Stockholders' Meetings

 There
is no formal policy as to Director attendance at annual stockholders' meetings. Ms. Hayes, as well as Messrs. Cerminara, Payne,
Swets, Wollney, and Govignon, attended the 2023 Annual Stockholders' Meeting held on December 6, 2023.

 Code
of Ethics

 We
have adopted a code of ethics applicable to all officers, employees and directors of the Company. Our code of ethics has been posted
on our corporate website: www.fundamentalglobal.com under the heading "Governance Documents."

 Board
Committees and Committee Member Independence

 Our
Board of Directors has established an Audit Committee, a Compensation and Management Resources Committee, and a Nominating and Corporate
Governance Committee. Our Board of Directors utilizes the Nasdaq rules and independence standards in determining whether its members are
independent. For 2023, t he composition of each committee is outlined in the table and footnote below:

 Audit

 and

 Management

 Resources Committee

 Nominating
 and

 Corporate

 Governance

 Scott
 D. Wollney

 C

 X

 X

 E.
 Gray Payne

 X

 C

 C

 Rita
 Hayes

 X

 Richard
 E. Govignon, Jr.

 X

 C

 –
 Indicates committee chair.

 Following
the merger with FGH on February 29, 2024, the composition of each committee is as follows:

 Audit

 and

 Management

 Resources Committee

 Nominating
 and

 Corporate

 Governance

 Scott D. Wollney

 C

 X

 Robert J. Roschman

 X

 Rita Hayes

 X

 X

 Richard E. Govignon, Jr.

 C

 Michael C. Mitchell

 C

 X

 Ndamukong Suh

 X

 C

 – Indicates committee chair.

 The
following is a summary of the respective responsibilities of the Audit Committee, the Compensation and Management Resources Committee,
and the Nominating and Corporate Governance Committee. The Board of Directors has approved and adopted a written charter for each of
the committees listed, copies of which are posted on the Company's website at www.f, under the heading "Governance
Documents." The Board of Directors may also establish from time to time any other committees that it deems necessary or desirable.
Members serve on these committees until their resignation or until otherwise determined by the Board of Directors.

 Audit

 The
Audit Committee was appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities with respect
to the integrity of the Company's financial statements, the Company's compliance with legal and regulatory requirements,
the external auditor's qualifications, independence, and performance, and the performance of the Company's internal audit
function. The Audit Committee's primary duties and responsibilities are to:

 Oversee
 the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.

 Identify
 and monitor the management of the principal risks that could impact the financial reporting of the Company.

 Monitor
 the integrity of the Company's financial reporting process and system of internal controls regarding financial reporting and
 accounting appropriateness and compliance.

 Provide
 oversight of the qualifications, independence and performance of the Company's external auditors and the appointed actuary.

 Provide
 an avenue of communication among the external auditors, the appointed actuary, management and the Board.

 Review
 the annual audited and quarterly financial statements with management and the external auditors.

 The
Audit Committee is also responsible for discussing policies with respect to risk assessment and risk management, including regularly
reviewing the Company's cybersecurity and other information technology risks, controls and procedures and the Company's plans
to mitigate cybersecurity risks and respond to data breaches.

 Audit
committee members must meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the independence requirements of the Nasdaq listing standards and all other applicable rules and regulations. Each member
of the Audit Committee is independent and satisfies the applicable requirements for Audit Committee membership under Rule 10A-3 under
the Exchange Act and the Nasdaq rules. The Board of Directors has determined that Mr. Wollney is the "audit committee financial
expert," as that term is defined in SEC regulations. The Audit Committee held five meetings during the year ended December 31,
2023.

and Management Resources Committee

 The
primary purpose of the Compensation and Management Resources Committee, (the "Compensation Committee") is to assist the Board
of Directors in discharging its responsibilities with respect to compensation of the Company's executive officers and subsidiary
presidents and to provide recommendations to the Board in connection with directors' compensation. The Compensation Committee's
primary duties and responsibilities are to:

 Develop
 guidelines for and determine the compensation and performance of the executive officers of the Company (in the case of the Chief
 Executive Officer's compensation, without the Chief Executive Officer being present).

 Recommend
 to the Board incentive and equity-based plans and administer such plans, oversee compliance with the requirements under the Nasdaq
 listing standards that stockholders of the Company approve equity incentive plans (with limited exceptions under such standards),
 and approve grants of equity and equity-based awards.

 Review
 any recommendations from the Chief Executive Officer with respect to compensation for the other executive officers, including benefits
 and perquisites, incentive compensation plans and equity-based plans for recommendation to the Board.

 Oversee
 risks relating to the Company's compensation policies, practices and procedures.

 Review
 and discuss with management the proxy disclosures regarding executive compensation required to be included in the Company's
 proxy statement and periodic reports with the SEC, each in accordance with applicable rules and regulations of the SEC and other
 authority.

 Evaluate
 the results of the stockholder advisory vote on executive compensation when held.

 Review
 director compensation levels and practices, and recommend, from time to time, changes in such compensation levels and practices to
 Board with equity ownership in the Company encouraged.

 The
Compensation Committee receives input and recommendations from the Company's executive officers (except with respect to such executive
officer's own compensation) but is not bound by such recommendations. These recommendations are generally based on each executive
officer's individual performance as well as his knowledge of each executive officer's job responsibilities, seniority, expected
contributions and his understanding of the competitive market for such executives. Each Compensation Committee member is independent
and satisfies the applicable requirements for Compensation Committee membership under the Nasdaq rules and is a "non-employee director"
as defined in Rule 16b-3 under the Exchange Act. The Compensation Committee held two meetings during the year ended December 31, 2023.

 Nominating
and Corporate Governance Committee

 The
purpose of the Nominating and Corporate Governance Committee (the "Nominating Committee") is to:

 Identify,
 evaluate and recommend individuals qualified to become members of the Board of Directors, consistent with criteria approved by the
 Board of Directors.

 Select,
 or recommend that the Board select the director nominees to stand for election at each annual or special meeting of stockholders
 of the Company in which directors will be elected or to fill vacancies on the Board.

 Develop
 and recommend to the Board a set of corporate governance principles applicable to the Company, as the Committee deems appropriate.

 Oversee
 the annual performance evaluation of the Board and its committees and management.

 Otherwise
 take a leadership role in shaping and providing oversight of the corporate governance of the Company, including recommending directors
 eligible to serve on all committees of the Board.

 Each
Nominating Committee member is independent under the Nasdaq rules. The Nominating Committee did not hold any meetings during the year
ended December 31, 2023.

 Although
the Nominating Committee has not formulated any specific minimum qualifications that the committee believes must be met by a director-nominee
that the committee recommends to the Board, the factors it will take into account will include judgement, skill, diversity, experiences
with businesses and other organizations of comparable size and scope, the interplay of the candidate's experience with the experience
of other directors, and the extent to which the candidate would be a desirable addition to the Board of Directors and any committees
of the Board. The Nominating Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential
nominees and may also seek referrals from other members of the Board, management, stockholders and other sources. Evaluations of candidates
generally involve a review of background materials, internal discussions and interviews with selected candidates, as appropriate. Upon
selection of a qualified candidate, the Nominating Committee recommends the candidate for consideration by the full Board.

 The
Nominating Committee will consider recommendations for directorships submitted by stockholders. Stockholders wishing to propose director
candidates for consideration by the Nominating Committee may do so by writing to the Corporate Secretary of the Company and providing
the information concerning the nominee and his or her proponent(s) as required by the Company's By-Laws. The By-Laws set forth
further requirements for stockholders wishing to nominate director candidates for consideration at a stockholders' meeting including,
among other things, that a stockholder must give timely written notice of such a nomination to the Corporate Secretary of the Company.
Candidates recommended by stockholders will be given the same consideration as all other candidates.

 Stockholder
Communications with the Board

 Stockholders
may communicate with the full Board or individual directors by submitting such communications in writing to Fundamental Global Inc.,108
Gateway Blvd, Suite 204, Mooresville, NC 28117. The Company's management will forward such correspondence, as appropriate. Complaints
or concerns relating to our financial reporting, accounting, internal accounting controls or auditing will be referred to the Chairman
of our Audit Committee.

 Delinquent
Section 16(a) Reports

 Under
Section 16(a) of the Exchange Act, our executive officers, directors, and persons who own greater than 10% of our common stock (the "Section
16 Reporting Persons") of the Company must file a Form 4 reporting the acquisition or disposition of the Company's equity
securities with the SEC no later than the end of the second business day after the day the transaction occurred unless certain exceptions
apply. Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company's fiscal year.
Such persons must also file initial reports of ownership on Form 3 upon becoming an executive officer, director, or greater-than-10%
stockholder. Based solely on our review of the copies of such reports and representations that no other reports were required, we believe
that all Section 16 filing requirements applicable to our Section 16 Reporting Persons were timely complied with during 2023.

 ITEM
11. EXECUTIVE COMPENSATION

 Our
named executive officers for the fiscal year ended December 31, 2023 include Larry G. Swets, Jr., our President and Chief Executive Officer,
and Hassan R. Baqar, our Executive Vice President and Chief Financial Officer.

 With
respect to executive compensation, the primary goal of the Compensation Committee is to retain and motivate highly skilled executives
by aligning their pay with the Company's performance and stockholder returns. Our compensation consists primarily of five components:
(i) base salary, (ii) a discretionary cash bonus, (iii) equity-based incentive awards, (iv) retirement benefits in the form of Company
paid matching and profit sharing contributions to the Company's 401(k) retirement plan, and (v) premiums paid by the Company on
the behalf of our employees for health, dental, life and other ancillary insurance coverage.

 Summary
Compensation Table

 The
following table summarizes the compensation for our named executive officers for the years shown.

 Name
 and

Principal Position

 Year

 Salary
 ($)

 Bonus
 ($) (2)

 All
 Other Compensation ($)

 Total
 ($)

 Larry G. Swets,
 Jr. (1)

 2023

 550,000

 -

 60,623

 610,623

 President & Chief Executive Officer

 2022

 550,000

 384,000

 54,768

 988,768

 Hassan R Baqar ( 3)

 2023

 –

 -

 480,000

 480,000

 Executive Vice President and Chief Financial
 Officer

 2022

 –

 384,000

 480,000

 864,000

 Brian D. Bottjer (4)

 2023

 -

 -

 -

 -

 Senior Vice President, Chief Accounting Officer
 and Secretary

 2022

 125,371

 -

 21,433

 146,804

 (1)

 All
 other compensation for Mr. Swets represents amounts paid by the Company for 401(k) matching contributions, ESPP matching contributions,
 as well as premiums for medical, dental, life and other ancillary insurance benefits provided to Mr. Swets.

 (2)

 No
 bonuses were granted to officers for the 2023 year. Cash bonuses for 2022 represent performance bonuses approved by the Compensation
 Committee on February 17, 2023 in the amount of $20,000 to both Mr. Swets and Mr. Baqar. Effective February 17, 2023, the Company
 approved 130,000 restricted stock units to be granted to Mr. Swets and 130,000 restricted stock units to be granted to Mr. Baqar,
 based upon 2022 performance, subject to vesting terms. On the date of the grant, the units had a fair market value of $364,000.

 (3)

 Mr.
 Baqar has served as a consultant to the Company since February 2019, through Sequoia Financial LLC ("Sequoia"), an advisory
 firm for which Mr. Baqar is managing member, at a rate of $10,833 per month, which also included a bonus of $75,000 related to the
 successful completion of the licensing process for the Company's insurance subsidiary. Effective August 11, 2021, the Company
 entered into the Second Amended and Restated Management Services Agreement (the "MSA") between the Company and Sequoia.
 The MSA provides that Mr. Baqar will act as the Company's Chief Financial Officer and will perform services and duties as required
 by the Company's Board of Directors and Chief Executive Officer, to whom he shall report. In consideration for the services,
 the Company has agreed to pay Sequoia $40,000 per month during the term of the MSA, included in the table as other compensation.

 (4)

 May 26, 2022, Mr. Bottjer resigned from his positions as Senior Vice President, Chief Accounting Officer and Secretary of the Company.
 All other compensation for Mr. Bottjer represents amounts paid by the Company for 401(k) match, as well as premiums paid for medical,
 dental, life and other ancillary insurance benefits provided to Mr. Bottjer during 2022.

 Executive
Officer Appointments and Employment Agreements

December 2, 2019, the Board promoted Mr. Bottjer to Senior Vice President and Controller of the Company. The employment agreement provided
for an annual base salary of $250,000 to Mr. Bottjer, effective upon his appointment to Chief Accounting Officer on July 29, 2021. Pursuant
to his employee agreement, Mr. Bottjer became eligible to receive an annual bonus, payable in cash and/or through awards based on the
equity in the Company, and subject to the achievement of the performance criteria, as determined by the Compensation Committee. Mr. Bottjer
is also eligible to participate in the Company's benefit programs available generally to executive employees of the Company.

 In
the event Mr. Bottjer is terminated by the Company without cause, the Company will pay him an amount equal to 12 months of his base salary
in effect at the time of the termination or the original base salary set forth in the Employment Agreement, whichever is greater, over
12 months, in accordance with the Company's normal payroll practices. If Mr. Bottjer is terminated for cause or voluntarily resigns,
he will not be entitled to any severance under the Employment Agreement. For purposes of his Employment Agreement, "cause"
exists if Mr. Bottjer (i) acts dishonestly or engages in willful misconduct, (ii) breaches his fiduciary duties, (iii) intentionally
fails to perform duties assigned to him, (iv) is convicted or enters a plea of guilty or nolo contendere with respect to any felony crime
involving dishonesty or moral turpitude or (v) breaches his obligations under the Employment Agreement. The Employment Agreement contains
customary non-competition and non-solicitation covenants.

May 26, 2022, Mr. Bottjer resigned from his positions as Senior Vice President, Chief Accounting Officer and Secretary of the Company.

 On
June 18, 2020, the Company entered into a consulting agreement (the "Consulting Agreement") with Itasca Financial LLC ("Itasca
Financial"), an advisory and investment firm founded by Mr. Swets in 2005, pursuant to which Mr. Swets would provide the services
described on behalf of Itasca Financial. The Consulting Agreement provided that Mr. Swets act as the Company's Interim Chief Executive
Officer. In consideration for the services, the Company paid Itasca Financial $111,333 during the term of the Consulting Agreement. The
Consulting Agreement was terminated on November 10, 2020, with Mr. Swets' appointment as CEO.

 In
connection with Mr. Swets' appointment as CEO, the Company entered into an executive employment agreement with Mr. Swets, dated
and effective as of November 10, 2020 (the "Swets Agreement"). The Swets Agreement has a three-year term and is subject to
automatic three-year renewals, unless either party provides 60 days' prior written notice of his or its intention, as applicable,
not to renew such term. Under the Swets Agreement, Mr. Swets is entitled to an annual base salary of $550,000 until such time as the
Board determines future compensation based on Swets' performance or other merit-based criteria.

 In
the event that the Company terminates Mr. Swets without cause, subject to Mr. Swets' execution of a general release of waiver and
claims in favor of the Company and such general release becoming fully irrevocable, Mr. Swets will be entitled to severance consisting
of two years of annual base salary continuation and benefits continuation to the extent permitted by, and in accordance with, the Company's
applicable health and welfare plans. In the event that the parties mutually agree to terminate Mr. Swets' employment regardless
of the reason, subject to Mr. Swets' execution of a general release and such general release's becoming fully irrevocable,
Mr. Swets will be entitled to severance consisting of one year of annual base salary continuation and benefits continuation to the extent
permitted by, and in accordance with, the Company's applicable health and welfare plans. The Swets Agreement also provides that
Mr. Swets is subject to post-termination confidentiality covenants.

 On
January 18, 2021, Company entered into an Equity Award Letter Agreement (the "Letter Agreement") with Mr. Swets, pursuant
to which the Company clarified its intention to grant an additional 370,000 stock options, restricted shares or restricted stock units
pursuant to a future award (the "Future Award"), subject to the approval of an amended and/or new equity plan, among other
conditions. Specifically, under the Letter Agreement, no such Future Award may be granted until there is a determination by the Compensation
Committee of the specific vesting and other terms of the award, and an amended and/or new equity plan, in a form to be prepared and reviewed
by the Board, has been approved by the Board and stockholders of the Company that authorizes a sufficient number of shares of common
stock to make such Future Award. On February 17, 2023, the board approved 370,000 RSU grant subject to the vesting terms to Mr. Swets
pursuant to the Letter Agreement.

 Mr.
Swets will remain a director of the Company if he is continued to be elected by its stockholders and will forgo the compensation of board
fees while serving as CEO.

 Mr.
Baqar had served as a consultant to the Company since February 2019 through Sequoia, an advisory firm for which Mr. Baqar is managing
member, at a rate of $10,833 per month. Effective August 6, 2021, Mr. Baqar, was appointed our Chief Financial Officer pursuant to the
MSA agreement. In consideration for these services, the Company has agreed to pay Sequoia $40,000 per month during the term of the MSA.
The initial term of the MSA is twelve months unless terminated earlier as described below. Unless either party to the MSA provides the
other with ninety days written notice, the MSA will renew for a subsequent twelve-month period. If the MSA is terminated by Mr. Baqar
for "Good Reason," payment for the remainder of the full term will be provided in lump sum to Mr. Baqar at the time of termination.
The Company may terminate the MSA for "Cause," at any time upon fifteen days' prior written notice. Upon termination
by the Company for Cause, payment will stop immediately upon the effective date of termination. If the Agreement is terminated by either
party without Cause or Good Reason prior to the end of the term, payment for the remainder of the term will be provided to Mr. Baqar
subject to a maximum of three months.

 In
addition, the Company shall pay all of Mr. Baqar's reasonable expenses associated with the performance of the duties as Chief Financial
Officer.

 The
MSA contains a customary confidentiality provision and a six-month post-termination of the MSA restriction against both soliciting employees
and independent contractors of the Company and inducing them to terminate their relationship with the Company.

 Cash
Bonuses

 On
February 17, 2023 the Compensation Committee approved cash bonuses in the amount of $20,000 to both Mr. Swets and Mr. Baqar, based upon
performance in 2022. The cash bonuses were paid on March 30, 2023.

 Share
Bonuses

February 17, 2023, the Company approved 130,000 restricted stock units to be granted to Mr. Swets and 130,000 restricted stock units
to be granted to Mr. Baqar, based upon 2022 performance, subject to vesting terms. On the date of the grant, the units had a fair market
value of $364,000.

 Retirement
Benefits

 The
Company matches the contributions of each of its employees to the Company's 401(k) Plan. Matching contributions equal 100% of the
first 3% of pay and 50% of the next 2% of pay to the extent such contributions are not in excess of the Internal Revenue Code limits
on contributions to Section 401(k) plans. Under the 401(k) Plan, the Company may make additional matching contributions or other profit-sharing
contributions at its discretion. There were no discretionary contributions in 2022 or 2023.

 On
March 24, 2023, the board of directors approved an employee purchase plan ("ESPP Plan") whereby qualifying employees can
choose each year to have up to 5% of their annual base earnings withheld to purchase the Company's common shares in the open market.
The Company matches 100% of the employee's contribution amount after twelve months of employment.

 2021
Equity Incentive Plan

 On
December 15, 2021, our stockholders approved the 2021 Equity Incentive Plan (the "2021 Plan"). The
2021 Plan replaced the 2018 Equity Incentive Plan (the "2018 Plan"). No new awards will be granted under the 2018 Plan. On
March 23, 2023, the board and the majority stockholder approved in an action by a written consent approved the amendment to 2021 Plan
to increase the number of shares reserved for awards under the 2021 Plan by 500,000. The amendment became effective on May 16, 2023.

 The
purpose of the 2021 Plan is to attract and retain directors, consultants, officers and other key employees of the Company and its subsidiaries
and to provide to such persons incentives and rewards for superior performance. The 2021 Plan is administered by the Compensation Committee
and has a term of ten years. All non-employee directors of the Company and employees and consultants of the Company and its subsidiaries
designated by the Compensation Committee are eligible to participate in the 2021 Plan and to receive awards, including stock options
(which may be incentive stock options or nonqualified stock options), stock appreciation rights (SARs), restricted shares, restricted
share units and other share-based awards.

 The
maximum number of shares that may be issued or transferred with respect to awards under the 2021 Plan is 2,000,000 shares, subject to
adjustment in certain circumstances as described below. Shares issued under the 2021 Plan may include authorized but unissued shares,
treasury shares, shares purchased in the open market, or a combination of the foregoing.

underlying awards that are settled in cash or that terminate or are forfeited, cancelled, or surrendered without the issuance of shares
generally will again be available for issuance under the 2021 Plan. However, shares used to pay the exercise price of stock options,
shares repurchased by the Company with stock option proceeds, and shares used to pay withholding taxes upon exercise, vesting or payment
of an award, will not be added back to the share reserve under the 2021 Plan. In addition, when a SAR is exercised and settled in shares,
all of the shares underlying the SAR will be counted against the share limit of the 2021 Plan, regardless of the number of shares used
to settle the SAR.

subject to awards that are granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an
entity acquired directly or indirectly by the Company will not count against the share limit above, except as may be required by the
rules and regulations of any stock exchange or trading market. The 2021 Plan provides that the aggregate grant date fair value of all
awards granted to any single non-employee director during any single calendar year (determined as of the applicable grant date(s) under
applicable financial accounting rules), taken together with any cash fees paid to the non-employee director during the same calendar
year, may not exceed $200,000.

Compensation Plan Information

 The
following table sets forth, as of December 31, 2022, the number of shares of common stock underlying awards outstanding under the 2021
Plan, the 2018 Plan, and the Company's Amended and Restated 2014 Equity Incentive Plan ("2014 Plan"), as well as the
number of shares remaining available for issuance under the 2021 Plan. No more awards may be made under the 2018 Plan or the 2014 Plan.

 Plan
 Category

 Number of securities to be issued upon exercise of outstanding options,

 warrants and rights (1)

 Weighted-
average exercise

 price
 of outstanding options,

 warrants and rights

 Number
of securities remaining

 available for future issuance under

 equity compensation plans (excluding

 securities reflected in column
 (a)) (2)

 (a)

 (b)

 (c)

 Equity compensation plans approved
 by security holders

 1,151,107

 $
 –

 698,070

 Equity compensation plans not approved by security
 holders

 –

 –

 –

 Total

 1,151,107

 $
 –

 698,070

 1.

 Includes
 22,738 common shares to be issued upon vesting of restricted stock units and 130,000 common shares to be issued upon vesting of stock
 options issued under our 2018 Plan; and includes approximately 998,369gross common shares (pretax) to be issued upon vesting of restricted
 stock units issued under our 2021 Plan.

 2.

 Represents
 shares available for future issuance under the 2021 Plan.

 Outstanding
Equity Awards at 2023 Fiscal Year-End

 The
following table shows the number of outstanding equity awards that are held by our named executive officers as of December 31, 2023.
Mr. Baqar did not hold any equity awards as of December 31, 2023 and 2022.

 Option
 awards

 Name

 Number
 of shares of common stock underlying unexercised options (#) exercisable

 incentive
 plan
 awards:
 Number
 of
 securities
 underlying
 unexercised
 unearned
 options
 (#)

 Option
 exercise
 price
 ($)

 Option
 Expiration Date

 Larry G. Swets, Jr.

 (1)

 –

 $
 3.38

 01/11/2031

 (1)

 The
 option vests with respect to 20% of the total number of shares covered thereby on each of the first five anniversaries of the grant
 date, which was January 12, 2021, if Mr. Swets remains in the Company's continuous service through each applicable vesting
 date, and the Company's book value per share has increased by 15% from the previous year.

 On
January 18, 2021, the Company entered into the "Letter Agreement with Mr. Swets, pursuant to which the Company clarified its intention
to grant an additional 370,000 stock options, restricted shares or restricted stock units pursuant to a future award subject to the approval
of an amended and/or new equity plan, among other conditions.

 Potential
Payments Upon Termination or Change in Control

 Employment
Agreements

 The
Employment Agreements between the Company and each of Messrs. Swets and Bottjer provide for payments by the Company in connection with
a termination of employment.

 In
the event Messrs. Swets or Bottjer is terminated by the Company without cause, then the Company will pay Messrs. Swets or Bottjer, as
applicable, 24 months and 12 months, respectively, of base salary in effect at the time of the termination or the original base salary
set forth in the Employment Agreement, whichever is greater, payable by the Company over a 24-month (in the case of Mr. Swets) or 12-month
(in the case of Mr. Bottjer) period in accordance with the Company's normal payroll practices. If Messrs. Swets or Bottjer is terminated
for cause or voluntarily resigns, he will not be entitled to any severance under the Employment Agreement. For purposes of their respective
Employment Agreements, "cause" will exist if Messrs. Swets or Bottjer (i) acts dishonestly or engages in willful misconduct,
(ii) breaches his fiduciary duties, (iii) intentionally fails to perform duties assigned to him, (iv) is convicted or enters a plea of
guilty or nolo contendere with respect to any felony crime involving dishonesty or moral turpitude, and/or (v) breaches his obligations
under the Employment Agreement. Furthermore, "cause" will exist under Mr. Swets' employment agreement if Mr. Swets'
refuses to follow the written direction of the Board, unless such directions are, in the reasonable written opinion of legal counsel,
illegal or in violation of applicable law.

 In
connection with Mr. Bottjer's resignation effective May 26, 2022, the employment agreement which previously existed between the
Company and Mr. Bottjer was terminated.

Incentive Plans

 As
of December 31, 2023, the Company had equity grants outstanding under each of its 2021, 2018 and 2014 Plans. Each of the plans contain
certain provisions concerning the vesting and termination of equity awards granted under the plans upon a termination of employment or
upon a change in control. The Company's award agreements entered into under each plan also contain provisions concerning the vesting
and termination of the RSUs granted thereunder.

 2021
and 2018 Plans

 The
2021 and 2018 Plan each generally provides for "double-trigger" vesting of equity awards in connection with a change in control
of the Company, as described below.

 To
the extent that outstanding awards granted under either Plan are assumed in connection with a change in control, then, except as otherwise
provided in the applicable award agreement or in another written agreement with the participant, all outstanding awards will continue
to vest and become exercisable (as applicable) based on continued service during the remaining vesting period, with performance-based
awards being converted to service-based awards at the "target" level. Vesting and exercisability (as applicable) of awards
that are assumed in connection with a change in control generally would be accelerated in full on a "double-trigger" basis,
if, within two years after the change in control, the participant's employment is involuntarily terminated without "cause",
or by the participant for "good reason". Any stock options or SARs that become vested on a "double-trigger" basis
generally would remain exercisable for the full duration of the term of the applicable award.

 To
the extent outstanding awards granted under either Plan are not assumed in connection with a change in control, then such awards generally
would become vested in full on a "single-trigger" basis, effective immediately prior to the change in control, with performance-based
awards becoming vested at the "target" level. Any stock options or SARs that become vested on a "single-trigger"
basis generally would remain exercisable for the full duration of the term of the applicable award.

 The
Compensation Committee has discretion to determine whether any outstanding awards granted under each Plan will be assumed by the resulting
entity in connection with a change in control, and the Compensation Committee has the authority to make appropriate adjustments in connection
with the assumption of any awards. The Compensation Committee also has the right to cancel any outstanding awards in connection with
a change in control, in exchange for a payment in cash or other property (including shares of the resulting entity) in an amount equal
to the excess of the fair market value of the shares subject to the award over any exercise price related to the award, including the
right to cancel any "underwater" stock options and SARs without payment therefor.

 For
purposes of the Plans, a "change in control" generally includes (a) the acquisition of 50% or more of the company's
common stock; (b) a reorganization, merger, consolidation or similar transaction, or a sale of substantially all of the Company's
assets; or (c) the complete liquidation or dissolution of the Company.

 Whether
a participant's employment has been terminated for "cause" will be determined by the Company. Unless otherwise provided
in the applicable award agreement or in an another written agreement with the participant, "cause", as a reason for termination
of a participant's employment generally includes (a) an intentional act of fraud, embezzlement, theft or any other illegal or unethical
act in connection with the performance of the participant's duties to the Company or a subsidiary that the Company determines,
acting in good faith, has materially injured or is highly likely to materially injure the Company, or any other terminable offense under
the Company's policies and practices; (b) intentional damage to the Company's (or a subsidiary's) assets; (c) conviction
of (or plea of nolo contendere to) any felony or other crime involving moral turpitude; (d) improper, willful and material disclosure
or use of the Company's (or a subsidiary's) confidential information or other willful material breach of the participant's
duty of loyalty to the Company or a subsidiary; (e) a willful, material violation of the Company's policies and procedures as set
out in its employee handbook or a material violation of the Company's code of conduct that the Company determines, acting in good
faith, has materially injured or is highly likely to materially injure the Company, monetarily or otherwise; or (f) the participant's
willful failure or refusal to follow the lawful and good faith directions of the Company or a subsidiary.

 For
purposes of the Plans, unless otherwise provided in the applicable award agreement or in an another written agreement with the participant,
"good reason" generally includes (a) the assignment to the participant of any duties that are materially inconsistent with
the Participant's duties or responsibilities as assigned by the Company or a subsidiary, or any other action by the Company or
a subsidiary that results in a material diminution in of the participant's duties or responsibilities, unless remedied by the Company
promptly after receipt of notice from the participant; or (b) any material failure by the Company or a subsidiary to comply with its
agreed obligations to the participant, other than an isolated, insubstantial and inadvertent failure which is remedied by the Company
promptly after receipt of notice from the Participant.

 The
award agreements entered into under the 2021 Plan and 2018 Plan also contain provisions concerning the vesting and termination of the
awards subject to the agreements. Under the 2018 Plan, except as described above with respect to a change in control, un-exercisable
stock options, unless otherwise provided in the applicable award agreement, are generally forfeited automatically upon termination of
employment prior to a vesting date, unless (i) the Compensation Committee, in its discretion, provides for the full or partial acceleration
of vesting and exercisability of the option in connection with the termination, or (ii) the termination is due to the grantee's
death or disability, in which case the unvested options will automatically become vested and exercisable upon termination. The stock
options that are exercisable at the time of termination of employment expire (a) twelve months after the termination of employment by
reason of death or disability or (b) three months after the termination of employment for other reasons. Upon the termination of a grantee's
employment for cause (as defined under the 2018 Plan), all of the grantee's vested and unvested options automatically terminate.
Under each Plan, with respect to unvested restricted shares and RSUs, unless otherwise provided in the applicable award agreement, unvested
restricted shares and restricted share units that have not yet vested are generally forfeited automatically in the event of the termination
of the grantee's employment for any reason prior to a vesting date, unless (i) the Compensation Committee, in its sole discretion,
provides for the full or partial acceleration of vesting of the restricted shares or restricted share units, as applicable, in connection
with the termination, or (ii) the termination is due to the grantee's death or disability, in which case the unvested restricted
shares or restricted share units, as applicable, will automatically become vested in full.

 The
Compensation Committee has discretion to determine the form, amount and timing of each award granted under the 2021 Plan and all other
terms and conditions of the award, including, without limitation, the form of the agreement evidencing the award. As such, future awards
granted under the 2021 Plan may be subject to additional terms providing for accelerated vesting, pay outs or termination of the award
upon a termination of employment or a change in control of the Company.

 Under
our director compensation program, we provide compensation to our non-employee directors. Directors who are employees of the Company
do not receive compensation for their service as directors. The director compensation program in effect as of July 27, 2021 was adopted
to remain competitive in attracting and retaining qualified board members and to better align director compensation to other public companies
of comparable size to the Company. The terms of the program were as follows:

 Each
 non-employee director receives an annual retainer of $50,000, paid in quarterly installments;

 The
 Chairman of the Board receives an additional annual cash retainer of $75,000, paid in quarterly installments;

 The
 Chairman of the Reinsurance and Risk Committee receives an additional retainer of $75,000, paid in quarterly installments;

 The
 Chairman of the Audit Committee receives an additional retainer of $15,000, paid in quarterly installments;

 The
 Chairman of the Compensation Committee as well as the Chairman of the Nominating Committee each receives an additional retainer of
 $5,000, paid in quarterly installments;

 Each
 of the members of the Audit, Compensation, and Nominating Committees (excluding the Chairman of each of those committees), receives
 an additional retainer of $2,000, paid in quarterly installments;

 Each
 non-employee director receives an annual grant of restricted stock units ("RSUs") with a value of $50,000; and

 Each
 non-employee director will receive reimbursement of reasonable out-of-pocket expenses for attending board and committee meetings.

 The
following table sets forth information with respect to compensation earned by each of our non-employee directors for the year ended December
31, 2023. Mr. Swets, who served as a director for all of 2023, did not receive any compensation for his service as a director, as he
concurrently served as Chief Executive Officer of the Company. For more information, see "Executive Compensation—Summary
Compensation Table."

 Non-Employee

 Fees
 Earned or Paid in
 Cash
 ($) (1)

 Stock Awards

 ($) (2)

 Total
 ($)

 62,500

 112,500

 175,000

 Rita Hayes

 26,000

 76,000

 102,000

 Richard E. Govignon, Jr.

 26,000

 76,000

 102,000

 E. Gray Payne

 31,000

 81,000

 112,000

 Scott D. Wollney

 34,500

 84,500

 119,000

 1.

 For
 the first two quarters of 2023, directors were paid their respective quarterly retainers in cash. In addition to their retainers,
 directors are reimbursed for travel and other reasonable out-of-pocket expenses related to their attendance at Board or committee
 meetings, or for other travel on behalf of the Company. These expenses have not been included in the table above.

 2.

 In
addition to the annual grant of restricted stock units with a value of $50,000, directors also received Stock Awards in lieu of cash
to satisfy the third and fourth quarter retainer fees.

 The
aggregate numbers of stock awards and option awards outstanding for each director as of December 31, 2023 were as follows:

 Mr.
 Cerminara – 162,471 RSUs.

 Ms.
 Hayes – 76,883 RSUs.

 Mr.
 Govignon – 68,601 RSUs.

 General
 Payne – 75,805 RSUs.

 Mr.
 Swets – 458,211 RSUs (excludes a stock option granted to Mr. Swets for his service as the Company's CEO; see "Executive
 Compensation").

 Mr.
 Wollney – 75,805 RSUs.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information regarding the beneficial ownership of shares of our common stock as of March 14, 2024,
by:

 Each
 person (or group of affiliated persons) known by us to beneficially own more than 5% of our common stock;

 Each
 of our directors and named executive officers; and

 All
 of our current directors and executive officers as a group.

 The
number and percentages of shares beneficially owned are based on 28,369,066 common shares outstanding as of March 14, 2024. Information
with respect to beneficial ownership has been furnished by each director, executive officer and beneficial owner of more than 5% of our
common stock. Beneficial ownership is determined in accordance with the rules of the SEC and requires that such persons have voting or
investment power with respect to the securities. In computing the number of shares beneficially owned by a person listed below and the
percentage ownership of such person, shares of common stock underlying warrants, options and RSUs held by each such person that are exercisable
or vest within 60 days of March 14, 2024 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership
of any other person. Except as otherwise noted below, and subject to applicable community property laws, the persons named have sole
voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Except as otherwise indicated
below, the address for each beneficial owner is c/o Fundamental Global Inc., 108 Gateway Blvd., Suite 204, Mooresville, NC 28117.

 Beneficially Owned

 Name and Address of Beneficial Owner

 Number of

 Percentage of Shares

 5% Beneficial Owners

 Fundamental Global GP, LLC (1)

 108 Gateway Blvd., Suite 204, Mooresville, NC 28117

 8,049,136

 28.37
 %

 Named Executive Officers and Directors

 D. Kyle Cerminara, Chief Executive Officer, Chairman of the Board (1)

 8,824,316

 31.02
 %

 Larry G. Swets, Jr. Head of Merchant Banking

 471,359

 1.66
 %

 Mark D. Roberson, Chief Financial Officer

 225,613

 *

 Michael C. Mitchell, Director

 286,095

 *

 Ndamukong Suh, Director

 112,279

 *

 Robert J. Roschman, Director

 174,693

 *

 Rita Hayes, Director

 40,270

 *

 Scott D. Wollney, Director

 47,626

 *

 Richard E. Govignon, Jr., Director

 22,036

 *

 Current Executive Officers and Directors as a Group (8 individuals)

 10,204,287

 35.97
 %

 *
Less than 1.0%

 1.

 Fundamental Global GP,
 LLC (referred to herein as "FGG") shares voting and dispositive power with respect to 8,049,136 shares of common stock.
 Mr. Cerminara is Chief Executive Officer of FGG. Due to his positions with FGG and affiliated entities, Mr. Cerminara may be deemed
 to be beneficial owner of the shares of the FGF common stock disclosed as directly owned by FGG. The business address for Mr. Cerminara
 is 108 Gateway Blvd., Suite 204, Mooresville, North Carolina 28117.

Compensation Plans

 The
following table sets forth, as of December 31, 2023, the number of shares of common stock underlying awards outstanding under the Amended
2021 Plan and the 2018 Plan, as well as the number of shares remaining available for issuance under the amended 2021 Plan. No more awards
may be made under the 2018 Plan or the 2014 Plan.

 Plan
 Category

 Number of securities to be issued upon exercise of outstanding options,

 warrants and rights (1)

 Weighted-
 average exercise

 price of outstanding options,

 warrants and rights

 Number of securities remaining

 available for future issuance under

 equity compensation plans (excluding

 securities reflected in column (a)) (2)

 (a)

 (b)

 (c)

 Equity compensation plans approved
 by security holders

 1,151,107

 $
 –

 698,070

 Equity compensation
 plans not approved by security holders

 –

 –

 –

 Total

 1,151,107

 $
 –

 698,070

 1.

 Includes
 22,738 common shares to be issued upon vesting of restricted stock units and 130,000 common shares to be issued upon vesting of stock
 options issued under our 2018 Plan; and includes approximately 998,369gross common shares (pretax) to be issued upon vesting of restricted
 stock units issued under our 2021 Plan.

 2.

 Represents
 shares available for future issuance under the 2021 Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 It
is the responsibility of the Audit Committee or, on a case-by-case basis, another Board committee constituted solely by independent directors,
to review and oversee proposed transactions with "related persons" as defined in Item 404(a) of the SEC's Regulation
S-K. These include transactions and series of similar transactions to which we were a party or will be a party, in which

 the
 amounts involved exceeded or will exceed lessor of $120,000 or one percent of the average of our total assets at year end for the
 last two completed fiscal years; and

 any
 of our directors, director nominees, executive officers or beneficial owners of more than 5% of any class of our voting stock, or
 any immediate family members thereof, had or will have a direct or indirect material interest.

 Below
is a summary of our related party transactions between January 1, 2022 and March 14, 2024.

 Joint
Venture Agreement

 On
March 31, 2020, the Company and FG entered into the limited liability company agreement with Fundamental Global Asset Management, LLC
("FGAM"), a joint venture owned 50% by each party. The purpose of FGAM is to sponsor, capitalize and provide strategic advice
to investment managers in connection with the launch and/or growth of their asset management business and the investment products they
sponsor.

 FGAM
is governed by a Board of Managers consisting of four managers, two of which are appointed by each Member. The Company has appointed
two of its independent directors to the FGAM Board of Managers. Certain major actions, including any decision to sponsor a new investment
manager, require the prior consent of both Members.

 FG
Special Situations Fund

 The
Company participated as a limited partner in the Fund. The general partner of the Fund, and the investment advisor of the Fund, was ultimately
controlled by Mr. Cerminara, the Chairman of the Company's Board of Directors. Portions of the Company's investment into
the Fund were used to sponsor the launch of SPACs affiliated with certain of our officers and directors.

 The
Fund began the process of winding down in the first quarter of 2023 and completed the process in the second quarter of 2023. As a result
of the winddown, the Company now holds direct limited partner interests in FGAC Investors LLC, FG Merger Investors LLC, and Greenfirst
Forest Products Holdings, LLC. Mr. Cerminara, Mr. Swets and Mr. Baqar, our Executive Vice President and Chief Financial Officer, serve
as managers of FGAC Investors LLC and FG Merger Investors LLC, while Mr. Cerminara ultimately controls Greenfirst Forest Products Holdings,
LLC.

 FG
Merchant Partners

 FGMP
was formed to co-sponsor newly formed SPACs with their founders or partners. The Company holds a limited partner interest in FGMP. Certain
of our directors and officers also hold limited partner interests in FGMP. Mr. Swets holds a limited partner interest through Itasca
Financial LLC, an advisory and investment firm for which Mr. Swets is managing member. Mr. Baqar also holds a limited partner interest
through Sequoia Financial LLC, an advisory firm for which Mr. Baqar is managing member. Mr. Cerminara also holds a limited partner interest
through Fundamental Global, LLC, a holding company for which Mr. Cerminara is the manager and one of the members.

 FGMP
has invested in the founder shares and warrants of Aldel, FG Merger Corp, FG Acquisition Corp, FGC and Craveworthy. Certain of our directors
and officers are affiliated with some of these entities.

 FG
Communities, Inc.

 In
October of 2022, the Company invested $2.0 million into FGC. The Company also holds an interest through its ownership in FGMP. FGC is
a self-managed real estate company focused on a growing portfolio of manufactured housing communities which are owned and operated by
FGC. Mr. Cerminara is the President and a director of FGC.

 Craveworthy

 On
March 16, 2023, the Company invested $200,000 in a senior unsecured loan to Craveworthy. Mr. Swets has an indirect interest in Craveworthy,
independent from the interests held by the Company through its ownership in FGMP.

 Shared
Services Agreement

 On
March 31, 2020, the Company entered into a Shared Services Agreement (the "Shared Services Agreement") with Fundamental Global
Management, LLC ("FGM"), an affiliate of FG, pursuant to which FGM provides the Company with certain services related to
the day-to-day management of the Company, including assisting with regulatory compliance, evaluating the Company's financial and
operational performance, providing a management team to supplement the executive officers of the Company, and such other services consistent
with those customarily performed by executive officers and employees of a public company. In exchange for these services, the Company
pays FGM a fee of $456,000 per quarter (the "Shared Services Fee"), plus reimbursement of expenses incurred by FGM in connection
with the performance of the Services, subject to certain limitations approved by the Company's Board of Directors or Compensation
Committee from time to time.

 The
Shared Services Agreement has an initial term of three years, and thereafter renews automatically for successive one-year terms unless
terminated in accordance with its terms. The Shared Services Agreement may be terminated by FGM or by the Company, by a vote of the Company's
independent directors, at the end of the initial or automatic renewal term upon 120 days' notice, subject to payment by the Company
of certain costs incurred by FGM to wind down the provision of services and, in the case of a termination by the Company without cause,
payment of a termination fee equal to the Shared Services Fee paid for the two quarters preceding termination.

 In
the third quarter of 2022, the Shared Services Agreement was amended to eliminate termination fees and to increase the termination notice
from 120 days to 365 days. The Company paid $1,825,000 to FGM under the Shared Services Agreement for each of the twelve months ended
December 31, 2023 and 2022, respectively.

 Other
Transactions

 We
have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will,
among other things, indemnify and advance expenses to our directors and executive officers for certain expenses, including attorneys'
fees, judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by us arising
out of such person's services as our director or executive officer, or any other company or enterprise to which the person provides
services at our request. We believe that these agreements are necessary to attract and retain qualified persons as directors and executive
officers.

 As
discussed above, FG, together with its affiliates, is the largest stockholder of the Company. Mr. Cerminara, Chairman of our Board, is
Chief Executive Officer, Partner, and Manager of FG. The partnerships managed by FG, including the partnerships that directly own shares of our common
stock and Series A Preferred Stock, have agreed to indemnify FG, the principals of FG, including Mr. Cerminara, or any other person designated
by FG for claims arising from Mr. Cerminara's service on our Board, provided that a partnership's indemnity obligations are secondary
to any obligations we may have with respect to Mr. Cerminara's service on our Board.

Independence

 The
Board has determined that four of its members were considered "independent directors" during 2023, as defined under the
applicable rules of Nasdaq and the Securities and Exchange Commission (the "SEC"). The four independent directors
that served the board were Rita Hayes, E. Gray Payne, Scott D. Wollney and Richard E. Govignon, Jr. In making its
determination of independence, the Board of Directors considered questionnaires completed by directors and any relationships and
transactions between the Company and all entities with which the directors are involved. Nasdaq's listing rules require that
the Board of Directors be comprised of a majority of independent directors.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
consolidated financial statements for the years ended December 31, 2023 and 2022 have been audited by BDO, our independent registered
public accounting firm. Our Audit Committee requires that management obtain the prior approval of the Audit Committee for all audit and
permissible non-audit services to be provided by BDO. Fees for all services provided by BDO were pre-approved by the Audit Committee.
The following table shows the fees that we incurred for professional services rendered by BDO for 2023 and 2022.

 Year
 ended December 31,

 2023

 2022

 Audit fees (1)

 $
 350,881

 $
 313,832

 Audit-related fees

 —

 —

 Tax fees

 —

 —

 All other fees

 ––

 —

 Total

 $
 350,881

 $
 313,832

 1.

 Includes
 professional fees billed for the audits of our annual financial statements and the review of our interim condensed financial statements,
 including the reimbursement of expenses incurred by BDO related to our audit. Also includes professional services normally provided
 by BDO in connection with statutory and regulatory filings or engagements.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following documents are filed as part of this report

 (a)

 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.

 Balance Sheets as of December 31, 2023 and 2022

 iii.

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 iv.

 Statements of Shareholders' Equity for the Years ended December 31, 2023 and 2022

 v.

 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)

 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.

 3.1

 Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 7, 2022

 [2]

 3.1

 3.2

 Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 7, 2022

 [2]

 3.2

 3.3

 Articles of Incorporation, as filed with the Secretary of State of the State of Nevada

 [2]

 3.3

 3.4

 Certificate 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

 3.4

 By-Laws

 [2]

 3.4

 4.1

 Form of Common Stock certificate

 [4]

 4.1

 4.2

 Common Stock Purchase Warrant

 [5]

 4.2

 4.3

 Form of Global Certificate of Cumulative Preferred Stock, Series A

 [6]

 4.4

 4.4

 Description 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

 10.17

 Registration Rights Agreement, dated December 2, 2019, between FedNat Holding Company and registrant

 [17]

 10.1

 10.18

 Standstill Agreement, dated December 2, 2019, between FedNat Holding Company and registrant

 [19]

 10.2

 10.19

 Reinsurance 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

 10.23

 Amended 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

 10.25

 Shared Services Agreement, dated August 11, 2022, between Fundamental Global Management, LLC and registrant

 [23]

 10.1

 10.26

 Amendment No. 1 to FG Financial Group, Inc. 2021 Equity Incentive Plan

 [24]

 10.1

 10.27

 FG 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.

 *

 FG Financial Group, Inc. Clawback Policy

 101.INS

 *

 101.SCH

 *

 101.CAL

 *

 101.DEF

 *

 101.LAB

 *

 101.PRE

 *

 *
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

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
 March 14, 2024

 By:

 /s/

 Name:

 Title:

 Principal
 Executive Officer

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark D. Roberson, the true
and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place
and stead of the undersigned, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as to
all intents and purposes as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 /s/

 Chief Executive Officer and Chairman of the Board

 (Principal
 Executive Officer)

 March

 /s/
 Mark D. Roberson

 Chief Financial Officer

 March

 Mark D. Roberson

 /s/
 Richard E. Govignon

 Richard E. Govignon

 March

 /s/
 Rita Hayes

 Rita
 Hayes

 March

 /s/
 Michael C. Mitchell

 Michael C. Mitchell

 March

 /s/
 Robert J. Roschman

 Robert J. Roschman

 March

 /s/
 Ndamukong Suh

 Ndamukong Suh

 March

 /s/
 Scott D. Wollney

 Scott
 D. Wollney

 March