Item 3.03. Material Modifications to Rights of Security Holders.

Effective at 5:01 p.m. ET on December 9, 2022, FG Financial Group, Inc. (the "Company") completed its reincorporation from a Delaware corporation to a Nevada corporation (the "Reincorporation"). As of December 9, 2022, the rights of the Company's stockholders began to be governed by the Nevada corporation laws, the Nevada Articles of Incorporation and the Nevada Bylaws.

Copies of the Delaware Certificate of Merger and the Nevada Articles of Merger as filed with the Delaware Secretary of State and the Nevada Secretary of State, as applicable, are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference. A copy of the Company's Articles of Incorporation as filed with the Nevada Secretary of State is attached hereto as Exhibit 3.3, and the Company's newly adopted Bylaws as a Nevada corporation are attached hereto as Exhibit 3.4, and both such exhibits are incorporated herein by reference.

The Reincorporation was approved by the Company's stockholders at the Company's annual meeting held on December 6, 2022 (the "Special Meeting"). A description of the changes in the rights of stockholders as a result of the change in the state of incorporation and the adoption of the Company's Articles of Incorporation and Bylaws can be found in the section of Company's definitive proxy statement for the Special Meeting captioned "PROPOSAL NO. 1 - ADOPTION AND APPROVAL OF THE PLAN OF MERGER PURSUANT TO WHICH THE COMPANY WILL BE REINCORPORATED FROM DELAWARE TO NEVADA" filed with the Securities and Exchange Commission on October 31, 2022, which description is incorporated herein by reference.

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". The stockholders need not exchange existing stock certificates for stock certificates of the Nevada corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

The information included in Item 3.03 to this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.





Exhibit No.   Description
    3.1         Certificate of Merger, as filed with the Secretary of State of the
              State of Delaware on December 7, 2022
    3.2         Articles of Merger, as filed with the Secretary of State of the
              State of Nevada on December 7, 2022
    3.3         Articles of Incorporation, as filed with the Secretary of State of
              the State of Nevada
    3.4         Nevada Bylaws
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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