Amendment: SEC Form SCHEDULE 13D/A filed by Kingsway Financial Services Inc.

The business address of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and Stilwell Value LLC is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Joseph Stilwell is 200 Calle del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901.

The principal employment of Joseph Stilwell is investment management. Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, and Stilwell Value Partners VII are private investment partnerships engaged in the purchase and sale of securities for their own accounts. Stilwell Value LLC serves as the general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and a related partnership.

During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is 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, except as indicated in Schedule B, attached hereto and incorporated herein by reference.

Joseph Stilwell is a citizen of the United States.

Since we last reported purchases and sales of Common Stock, Stilwell Associates has expended a total of $500,000 to acquire the Class D Preferred Stock described in Item 6. Such funds were provided from Stilwell Associates' working capital and, from time to time, may be provided in part by margin account loans from subsidiaries of Interactive Brokers extended in the ordinary course of business. Since we last reported purchases and sales of Common Stock, Stilwell Activist Fund has not expended any monies to acquire securities of the Issuer. Since we last reported purchases and sales of Common Stock, Stilwell Activist Investments has not expended any monies to acquire securities of the Issuer. Since we last reported purchases and sales of Common Stock, Stilwell Value Partners VII has not expended any monies to acquire securities of the Issuer.

We are filing this Forty-Sixth Amendment to report that on May 8, 2025, a member of the Group entered into a Subscription Agreement with the Issuer (the "Class D Subscription Agreement") for the purchase of the Issuer's Class D Preferred Stock (the "Class D Preferred Stock"), pursuant to which such member of the Group purchased shares of the Class D Preferred Stock. The terms of the Class D Preferred Stock and the Class D Subscription Agreement are further discussed in Item 6 of this Forty-Sixth Amendment. Our purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. We do not believe the value of the Issuer is adequately reflected in the current market price of the Issuer's Common Stock. Members of the Group may seek to make additional purchases or sales of shares of Common Stock. Except as described in this filing, no member of the Group has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Members of the Group may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Since 2000, members or affiliates of the Group have taken an "activist position" in 76 other publicly-traded companies. In each instance, our purpose has been to profit from the appreciation in the market price of the shares we held by asserting shareholder rights. In addition, we believed that the values of the companies' assets were not adequately reflected in the market prices of their shares. Our actions with respect to such publicly-traded companies are described in Schedule A, attached hereto and incorporated herein by reference.

The members of the Group beneficially own an aggregate of 6,020,921 shares of Common Stock, including (i) 105,263 shares of Common Stock issuable upon conversion of the Issuer's Class C Preferred Stock (the "Class C Preferred Stock") that are immediately convertible and (ii) 52,631 shares of Common Stock issuable upon conversion of the Class D Preferred Stock that are immediately convertible. The percentages used in this filing are calculated based on 27,537,151 shares of Common Stock outstanding as of May 8, 2025, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on May 8, 2025, plus the shares of Common Stock underlying the Class C Preferred Stock and Class D Preferred Stock that can be converted. Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, Stilwell Value LLC and Joseph Stilwell may be deemed to beneficially own 6,020,921 shares of Common Stock, including (i) 105,263 shares of Common Stock issuable upon conversion of the Class C Preferred Stock that are immediately convertible and (ii) 52,631 shares of Common Stock issuable upon conversion of the Class D Preferred Stock that are immediately convertible, constituting approximately 21.7% of the shares of Common Stock outstanding.

Each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, Stilwell Value LLC and Joseph Stilwell may be deemed to share the power to vote and dispose of 6,020,921 shares of Common Stock, including (i) 105,263 shares of Common Stock issuable upon conversion of the Class C Preferred Stock that are immediately convertible and (ii) 52,631 shares of Common Stock issuable upon conversion of the Class D Preferred Stock that are immediately convertible, owned in the aggregate by Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and Joseph Stilwell. Because he is the managing member and owner of Stilwell Value LLC, which is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII, Joseph Stilwell has the power to direct the affairs of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII, including the voting and disposition of shares of Common Stock held in the name of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII. Therefore, Joseph Stilwell is deemed to share voting and disposition power with each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII with regard to those shares of Common Stock. Because he is the managing member and owner of Stilwell Value LLC, Joseph Stilwell has the power to direct the affairs of Stilwell Value LLC. Stilwell Value LLC is the general partner of each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII. Therefore, Stilwell Value LLC may be deemed to share with Joseph Stilwell voting and disposition power with regard to the shares of Common Stock held by each of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII.

Since the filing of the Forty-Fifth Amendment, Stilwell Associates acquired the Issuer's securities as set forth in Schedule C, attached hereto and incorporated herein by reference. Since the filing of the Forty-Fifth Amendment, none of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Value Partners VII or Joseph Stilwell purchased or sold any shares of Common Stock. Stilwell Value LLC has not purchased or sold any shares of Common Stock.

No person other than Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, Stilwell Value LLC and Joseph Stilwell is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

Not applicable.

On May 8, 2025, Stilwell Associates entered into the Class D Subscription Agreement for the purchase of shares of the Issuer's Class D Preferred Stock. The shares of the Class D Preferred Stock have a stated value of $25 per share and are convertible at any time into shares of Common Stock of the Issuer at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class D Preferred Stock, which conversion basis may be subject to certain adjustments, per the terms of the Class D Subscription Agreement. All outstanding shares of Class D Preferred Stock shall be redeemed by the Issuer on May 7, 2032. For additional terms of the Class D Preferred Stock and the Class D Subscription Agreement, see the Class D Subscription Agreement and the Certificate of Designations of Class D Preferred Stock (Annex I to the Class D Subscription Agreement), filed as Exhibit 17 to this Forty-Sixth Amendment. As previously reported, on March 31, 2025, Stilwell Value LLC entered into three Option Agreements with certain counterparties (collectively, the "Buyers"), in substantially the form attached as Exhibit 16 to the Forty-Fifth Amendment, pursuant to which Stilwell Value LLC granted each of the Buyers an option (each an "Option") to purchase, respectively, (i) 815,000 shares of Common Stock, (ii) 660,000 shares of Common Stock and (iii) 275,000 shares of Common Stock, at an exercise price of $8.25 per share, in each case, pursuant to the terms and conditions set forth in each Buyer's respective Option Agreement. The term of each Option commenced on March 31, 2025, and terminates at 5:00 pm (EST) (the "Expiration Time") on December 29, 2025 (the "Expiration Date"). Each Option may be exercised solely with respect to all, but not less than all, of the shares of Common Stock underlying such Option, at the discretion of the Buyers on the Expiration Date and prior to the Expiration Time. The foregoing description of the Option Agreements does not purport to be complete and is qualified in its entirety by reference to the form of an Option Agreement filed as Exhibit 16 to the Forty-Fifth Amendment, which is incorporated herein by reference. As previously reported, on February 12, 2025, each of Stilwell Activist Fund and Stilwell Activist Investments entered into a Subscription Agreement with the Issuer (each, a "Subscription Agreement") for the purchase of shares of the Issuer's Class C Preferred Stock. The shares of the Class C Preferred Stock have a stated value of $25 per share and are convertible at any time into shares of Common Stock of the Issuer at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class C Preferred Stock, which conversion basis may be subject to certain adjustments, per the terms of the Subscription Agreement. All outstanding shares of Class C Preferred Stock shall be redeemed by the Issuer on February 12, 2032. For additional terms of the Class C Preferred Stock and the Subscription Agreement, see the form of Subscription Agreement and the Certificate of Designations of Class C Preferred Stock (Annex I to the Subscription Agreement), filed as Exhibit 15 to the Forty-Third Amendment. Other than the Class D Subscription Agreement filed as Exhibit 17 to this Forty-Sixth Amendment, form of an Option Agreement filed as Exhibit 16 to the Forty-Fifth Amendment, the Subscription Agreement filed as Exhibit 15 to the Forty-Third Amendment, and the Amended Joint Filing Agreement filed as Exhibit 31 to the Twenty-Eighth Amendment, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC, in its capacity as general partner of Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates and Stilwell Value Partners VII, and Joseph Stilwell, in his capacities as the managing member and owner of Stilwell Value LLC, are entitled to an allocation of a portion of profits. See Item 1 above regarding disclosure of the relationships between members of the Group, which disclosure is incorporated herein by reference.

Schedule A - Stilwell Activist History Schedule B - Item 2(e) Schedule C - Transactions in Securities Exhibit 1 - Joint Filing Agreement, dated November 7, 2008, filed with the Original Schedule 13D Exhibit 2 - Amended Joint Filing Agreement, dated November 14, 2008, filed with the First Amendment Exhibit 3 - Amended Joint Filing Agreement, dated April 8, 2009, filed with the Ninth Amendment Exhibit 4 - Amended Joint Filing Agreement, dated April 28, 2009, filed with the Tenth Amendment Exhibit 5 - Amended Joint Filing Agreement, dated August 4, 2009, filed with the Eleventh Amendment Exhibit 6 - Amended Joint Filing Agreement, dated November 16, 2009, filed with the Twelfth Amendment Exhibit 7 - Amended Joint Filing Agreement, dated September 21, 2012, filed with the Seventeenth Amendment Exhibit 8 - Amended Joint Filing Agreement, dated June 11, 2013, filed with the Nineteenth Amendment Exhibit 9 - Amended Joint Filing Agreement, dated February 12, 2014 Exhibit 10 - Amended Joint Filing Agreement, dated February 12, 2014, filed with the Twenty-Second Amendment Exhibit 11 - Amended Joint Filing Agreement, dated October 7, 2016, filed with the Twenty-Fourth Amendment Exhibit 12 - Amended Joint Filing Agreement, dated December 15, 2017, filed with the Twenty-Fifth Amendment Exhibit 13 - Amended Joint Filing Agreement, dated May 24, 2018, filed with the Twenty-Sixth Amendment Exhibit 14 - Amended Joint Filing Agreement, dated January 3, 2019, filed with the Twenty-Eighth Amendment Exhibit 15 - Form of Subscription Agreement, dated February 12, 2025, and Class C Certificate of Designations, filed with the Forty-Third Amendment Exhibit 16 - Form of Option Agreement, dated March 31, 2025, between Stilwell Value LLC and the respective Buyers, filed with the Forty-Fifth Amendment Exhibit 17 - Class D Subscription Agreement, dated May 8, 2025, and Certificate of Designations of Class D Preferred Stock