FG Financial Group Announces Pricing of Public Offering

FG Financial Group, Inc. (Nasdaq: FGF) (the “Company”), a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors, today announced the pricing of an underwritten public offering of 865,000 shares of its common stock at a public offering price of $1.85 per share, for gross proceeds of $1,600,250, before deducting underwriting discounts, commissions and offering expenses. All of the shares of common stock are being offered by the Company. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 129,750 shares of common stock at the public offering price less discounts and commissions, to cover over-allotments. The offering is expected to close on June 2, 2023, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering primarily for general working capital purposes.

ThinkEquity is acting as sole book-running manager for the offering.

The securities will be offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-253285), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2021, and declared effective on April 9, 2021. The offering will be made only by means of a written prospectus. A prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC on its website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41^st Floor, New York, New York 10004.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About FG Financial Group, Inc.

FG Financial Group, Inc. is a reinsurance and asset management holding company focused on collateralized and loss capped reinsurance and merchant banking that allocates capital in partnership with Fundamental Global, a private partnership led by Kyle Cerminara and Joe Moglia, as well as other strategic investors. The Company’s principal business operations are conducted through its subsidiaries and affiliates.