Filing Details

The principal business and principal office address for each of the Reporting Persons is 2115 E. 7th Street, Suite 101, Charlotte, North Carolina 28204.

The principal business or occupation of each Reporting Person is as follows: Hale Advisor - Investment manager of the Hale Funds Hale GP - General partner of the Hale Funds Hale Fund I - Investment Fund Hale Fund II - Investment Fund Hale Fund III - Investment Fund Hale Fund IV - Investment Fund Hale Fund V - Investment Fund Hale Fund VI - Investment Fund Mr. Hale - Manager of Hale Advisor and Hale GP

During the last five years, none of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons have been a party to any civil proceeding of any judicial or administrative body of competent jurisdiction, as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Hale is a United States citizen.

Except as set forth herein, all purchases of the Common Stock held directly by the Hale Funds have been made by or on behalf of the Hale Funds using the investment capital of the Hale Funds. The aggregate purchase price of the Common Stock held directly by the Hale Funds was approximately $9,565,025 (excluding brokerage commissions and transaction costs and excluding the value of the ACMAT Shares (as defined below) assigned and contributed to the Company in exchange for shares of Common Stock. On April 21, 2025, all of the Hale Funds other than Hale Fund IV entered into that certain Assignment and Contribution Agreement (the "Contribution Agreement") by and among such Hale Funds and the Company, pursuant to which such Hale Funds assigned and contributed to the Company an aggregate of 8,328 shares of common stock, no par value ("ACMAT Common Stock"), and 150,646 shares of Class A stock, no par value ("ACMAT Class A Stock" and, together with the ACMAT Common Stock, the "ACMAT Shares"), of ACMAT Corporation, a Connecticut corporation. In consideration of and exchange for the assignment and contribution of the ACMAT Shares, the Company issued to the Hale Funds an aggregate of 1,527,219 shares of Common Stock. Except as set forth herein, all shares of Common Stock held in the Managed Account were purchased using the funds of the investor in the Managed Account for which Hale Advisor serves as investment manager. The aggregate purchase price of the Common Stock held in the Managed Account was approximately $1,051,134 (excluding brokerage commissions and transaction costs and excluding the value of the ACMAT Shares assigned and contributed to the Company in exchange for shares of Common Stock). On April 21, 2025, pursuant to the Contribution Agreement, the Managed Account assigned and contributed to the Company 1,875 shares of ACMAT Common Stock and 141,010 shares of ACMAT Class A Stock. In consideration of and exchange for the assignment and contribution of the ACMAT Shares, the Company issued to the Managed Account 1,372,657 shares of Common Stock. The closing of the transactions contemplated by the Contribution Agreement was contingent upon the closing of the transactions contemplated by that certain Master Services agreement, dated April 21, 2025 and effective June 1, 2025, by and between the Company and HP Risk Solutions, LLC, a wholly-owned subsidiary of HP Holding Company, LLC, which is wholly owned by certain affiliates of Mr. Hale, pursuant to which the Company will provide certain managerial and operational services to HP Risk Solutions, LLC for consideration from HP Risk Solutions, LLC of $6 million per year over the course of three years (the "Services Agreement"). Such services to be performed pursuant to the Services Agreement include, but are not limited to: reinsurance brokerage services; the review and improvement of financial goals; compliance with legal and regulatory mandates; maintenance of an ethical business environment; investment and asset manager compliance; cash and equity management; corporate tax management; personnel management; related party transaction oversight; tax preparation administration; strategic capital modeling; the review of potential acquisitions and transactions involving affiliates and third parties, including but not limited to, renewal rights deals, loss portfolio transfers or entity acquisitions; execution of (or provision for the execution of) all general corporate legal matters; and provision of internal control management services. The 27,777 shares of Common Stock for which Mr. Hale holds sole voting power were granted to Mr. Hale in his individual capacity as Chairman of the Board and Chief Executive Officer of the Company as a restricted stock award under the 2012 Company Plan (the "Restricted Stock Award"). Such shares became fully vested on June 28, 2022.

The information set forth in Items 3 and 6 of this Statement is hereby incorporated by reference into this Item 4. The Reporting Persons acquired the securities reported herein for investment purposes. Depending on various factors, including but not limited to the Company's financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Company and companies in its industry and the Reporting Persons' ownership in the Company, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to an investment in the Company as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Statement. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Company (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Stock or other securities of the Company or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Company. Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or related to any of the transactions described in subparagraphs (a) through (j) of Item 4 of 17 CFR Section 240.13d-101. Although the foregoing reflects activities presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Company, the foregoing is subject to change at any time.

(a)-(b) The Reporting Persons beneficially own in the aggregate 3,902,613 shares of Common Stock, which represents approximately 73.48% of the outstanding shares of Common Stock. Each percentage ownership of shares of Common Stock set forth in this Statement is based on 5,310,768 outstanding shares of Common Stock, determined as follows: (i) 2,813,214 shares of Common Stock reported by the Company as outstanding as of March 25, 2025 in its Annual Report on Form 10-K filed with the SEC on March 27, 2025, less (ii) 402,322 shares of Common Stock repurchased by the Company pursuant to that certain Stock Repurchase Agreement dated as of April 21, 2025 and further described in the Company's Current Report on Form 8-K filed on April 23, 2025, plus (iii) an aggregate of 2,899,876 shares of Common Stock issued pursuant to the Contribution Agreement. Each of the Hale Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Hale Advisor, as the investment manager for each of the Hale Funds, Hale GP, as the general partner for each of the Hale Funds, and Mr. Hale, as the sole manager of Hale Advisor and Hale GP, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Hale Funds and, consequently, Hale Advisor, Hale GP and Mr. Hale may be deemed to possess indirect beneficial ownership of such shares. Hale Advisor, Hale GP and Mr. Hale disclaim beneficial ownership of such shares for all other purposes. Hale Advisor, as the investment manager of the Managed Account, beneficially owns the 1,511,983 shares of Common Stock held therein. Hale Advisor receives performance-based fees in relation to the Managed Account based on performance periods of five years. Mr. Hale, as the sole manager of Hale Advisor, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock held in the Managed Account. Mr. Hale disclaims beneficial ownership of such shares for all other purposes. Mr. Hale holds sole voting power for 27,777 shares of Common Stock pursuant to the Restricted Stock Award granted to him on June 28, 2019, in his individual capacity as Chairman of the Board and Chief Executive Officer of the Company. The Restricted Stock Award was approved by the Board and granted under the 2012 Company Plan. Such shares became fully vested on June 28, 2022. The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.

(see above)

As described in Item 3 above, pursuant to the Contribution Agreement, the Reporting Persons acquired an aggregate of 2,899,876 shares of Common Stock on April 21, 2025. A breakdown of the number of shares acquired by the applicable Hale Funds and the Managed Account pursuant to the Contribution Agreement is set forth below. There were no other transactions with respect to the Common Stock effected by the Reporting Persons over the last 60 days. Hale Fund I - 1,904 Shares of ACMAT Common Stock and 86,308 Shares of ACMAT Class A Stock Contributed; and 847,428 Shares of Common Stock Issued. Managed Account - 1,875 Shares of ACMAT Common Stock and 141,010 Shares of ACMAT Class A Stock Contributed; and 1,372,657 Shares of Common Stock Issued. Hale Fund II - 424 Shares of ACMAT Common Stock and 38,787 Shares of ACMAT Class A Stock Contributed; and 376,689 Shares of Common Stock Issued. Hale Fund III - 3,420 Shares of ACMAT Class A Stock Contributed; and 32,855 Shares of Common Stock Issued. Hale Fund V - 1,900 Shares of ACMAT Common Stock and 6,938 Shares of ACMAT Class A Stock Contributed; and 84,904 Shares of Common Stock Issued. Hale Fund VI - 4,100 Shares of ACMAT Common Stock and 15,193 Shares of ACMAT Class A Stock Contributed; and 185,343 Shares of Common Stock Issued. Total - 10,203 Shares of ACMAT Common Stock and 291,656 Shares of ACMAT Class A Stock Contributed; and 2,899,876 Shares of Common Stock Issued.

None.

Not applicable.

Hale Advisor serves as investment manager with respect to the Managed Account, in return for which Hale Advisor is paid (i) a management fee based on the value of the assets in the Managed Account and (ii) incentive-based fees based on the performance of the assets in the Managed Account over performance periods of five years. Hale Advisor can vote all proxies in accordance with the best interests of the Managed Account, as determined by Hale Advisor in its reasonable discretion, unless otherwise requested by the investor in the Managed Account. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

Exhibit No. 99.1 - Assignment and Contribution Agreement, dated April 21, 2025, by and among HG Holdings, Inc. and the Assignors named therein. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 23, 2025 (File No. 001-34964). Exhibit No. 99.2 - Master Services Agreement, dated April 21, 2025, by and between HG Holdings, Inc. and HP Risk Solutions, LLC. Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 23, 2025 (File No. 001-34964).