Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2021, FG Financial Group, Inc. (the "Company") and the Company's Chief Executive Officer, Larry Swets, Jr., entered into an Equity Award Letter Agreement (the "Letter Agreement"), pursuant to which the Company clarified its intention to grant 500,000 of shares to Mr. Swets, as contemplated by the executive's Employment Agreement with the Company dated November 10, 2020, as described in an 8-K filed with the Securities and Exchange Commission on November 16, 2020.

Under the Letter Agreement, the Company agreed: (i) to grant Mr. Swets 130,000 stock options under the 2018 Equity Incentive Plan; and (ii) that it intends 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 of Directors of the Company (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.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit   Description

10.1        Equity Award Letter Agreement between FG Financial Group, Inc. and
          Larry Swets

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