Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

FG Financial Group, Inc. (the "Company") reports that its amendment of the Company's 2021 Equity Incentive Plan (the "Plan Amendment") and its 2023 Employee Share Purchase Plan (the "ESPP" and together with the Plan Amendment, the "Plans") became effective as of May 16, 2023, following approval by the Company's stockholders. The Board of Directors of the Company (the "Board") approved the Plans unanimously on March 24, 2023. On March 24, 2023, the holder of a majority of the issued and outstanding common stock (the "Common Stock") of the Company approved by written consent the Plans in lieu of a meeting of stockholders.

The Company's 2021 Equity Incentive Plan seeks to attract and retain key personnel, and to strengthen the commitment of the Company's directors, officers, employees, consultants and advisors by making available equity interests in the Company or compensation measured by reference to the Company's performance. The Plan Amendment provides for an increase of the number of shares of Common Stock available for awards under the 2021 Equity Incentive Plan from 1,500,000 to 2,000,000 shares.

The ESPP provides eligible employees (as such term is defined in the ESPP) with an opportunity to purchase Common Stock at a discount through voluntary contributions and is intended to qualify as an employee Share Purchase Plan under Section 423 of the U.S. Internal Revenue Code of 1986, as amended. A total of 1,000,000 shares of Common Stock have been made available for issuance under the ESPP.

A more detailed description of the Plan Amendment was set forth in the Company's Information Statement on Schedule 14C filed with the Securities and Exchange Commission on April 20, 2023 (the "Information Statement") under the heading "Approval of the Plan Amendment" and is incorporated herein by reference. A more detailed description of the ESPP was set forth in the Information Statement under the heading "Approval of the FG Financial Group, Inc. 2023 Employee Share Purchase Plan" and is incorporated herein by reference.

The foregoing summaries of the Plans are not intended to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment and the ESPP, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits.

10.1          Amendment No.1 to FG Financial Group, Inc. 2021 Equity Incentive
            Plan
10.2          FG Financial Group, Inc. 2023 Employee Share Purchase Plan
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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