UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
Not applicable
Former name, former address, and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |
| Non-accelerated filer | ☐ | Smaller reporting company | |
| Emerging growth company |
i
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). ☐ Yes No
The number of shares of Registrant’s common stock outstanding
on October 31, 2025 was
ii
TABLE OF CONTENTS
iii
CERTAIN IMPORTANT INFORMATION
Unless the context otherwise requires, as used in this Quarterly Report on Form 10-Q (“Form 10-Q”):
| ● | “NI Holdings,” “the Company,” “we,” “us,” and “our” refer to NI Holdings, Inc., together with Nodak Insurance Company and its subsidiaries, Direct Auto Insurance Company, and Westminster American Insurance Company (sold on June 30, 2024), for periods discussed after completion of the conversion; |
| ● | the “Nodak conversion” refers to the series of transactions consummated on March 13, 2017, by which Nodak Mutual Insurance Company converted from a mutual insurance company to a stock insurance company, as Nodak Insurance Company, and became a wholly-owned subsidiary of NI Holdings, an intermediate stock holding company formed on the date of conversion; |
| ● | “Nodak Mutual Group” refers to Nodak Mutual Group, Inc., which is the majority shareholder of NI Holdings; |
| ● | “Nodak Mutual Insurance Company” is the predecessor company to Nodak Insurance Company prior to the conversion; |
| ● | “Nodak Insurance” refers to Nodak Insurance Company or Nodak Mutual Insurance Company interchangeably; |
| ● | “Battle Creek” refers to Battle Creek Mutual Insurance Company or Battle Creek Insurance Company interchangeably. Battle Creek Mutual Insurance Company became affiliated with Nodak Insurance in 2011 and, prior to January 2, 2024, was controlled by Nodak Insurance via a surplus note. The terms of the surplus note allowed Nodak Insurance to appoint two-thirds of the Battle Creek Mutual Insurance Company Board of Directors. As of January 2, 2024, the North Dakota Secretary of State approved the conversion of Battle Creek Mutual Insurance Company from a mutual insurance company to a stock insurance company. In accordance with the approved plan of conversion, the name of Battle Creek Mutual Insurance Company became Battle Creek Insurance Company, the surplus note was considered paid in full as of the conversion date, and Battle Creek became a wholly-owned subsidiary of Nodak Insurance; |
| ● | “Direct Auto” refers to Direct Auto Insurance Company. Direct Auto is a wholly-owned subsidiary of NI Holdings; |
| ● | “American West” refers to American West Insurance Company. American West is a wholly-owned subsidiary of Nodak Insurance; |
| ● | “Primero” refers to Primero Insurance Company. Primero is an indirect, wholly-owned subsidiary of Nodak Insurance; |
| ● | “Westminster” refers to Westminster American Insurance Company. Westminster was a wholly-owned subsidiary of NI Holdings until it was sold to Scott Insurance Holdings, LLC (“Scott Insurance Holdings”) on June 30, 2024; and |
| ● | “Nodak Agency” refers to Nodak Agency, Inc. Nodak Agency is a wholly-owned subsidiary of Nodak Insurance. |
1
FORWARD-LOOKING STATEMENTS
This report contains, and management may make, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “views,” “estimates,” and similar expressions are used to identify these forward-looking statements. These statements include, among other things, the Company’s statements about:
| ● | our anticipated operating and financial performance, business plans, and prospects; |
| ● | strategic reviews, capital allocation objectives, dividends, and share repurchases; |
| ● | plans for and prospects of acquisitions, dispositions, and other business development activities, and our ability to successfully capitalize on these opportunities; |
| ● | the impact of a future pandemic and related economic conditions, including the potential impact on the Company's investments; |
| ● | our ability to enter new markets successfully and capitalize on growth opportunities either through acquisitions or the expansion of our distribution network; |
| ● | cyclical changes in the insurance industry, competition, innovation, and emerging technologies; |
| ● | expectations for the impact of, or changes to, existing or new government regulations or laws; |
| ● | our ability to anticipate and respond to macroeconomic, geopolitical, health and industry trends, pandemics, acts of war, government shutdowns, and other large-scale crises; |
| ● | developments in general economic conditions (including the impact of tariffs and changes in tax laws), domestic and global financial markets, interest rates, unemployment, or inflation, that could affect the performance of our insurance operations and/or investment portfolio; and |
| ● | our ability to effectively manage future growth, including additional necessary capital, systems, and personnel. |
Given their nature, we cannot assure that any outcome expressed in these or other forward-looking statements will be realized in whole or in part. Actual outcomes may vary materially from past results and those anticipated, estimated, implied, or projected. These forward-looking statements may be affected by underlying assumptions that may prove inaccurate or incomplete, or by known or unknown risks and uncertainties, including those described in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q (“Form 10-Q”) and in the Part I, Item 1A, “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”). The occurrence of any of the risks identified in the Part I, Item 1A, “Risk Factors” section of the 2024 Annual Report, or other risks currently unknown, could have a material adverse effect on our business, financial condition or results of operations, or we may be required to increase our accruals for contingencies. It is not possible to predict or identify all such factors. Consequently, you should not consider such discussion to be a complete discussion of all potential risks or uncertainties.
Therefore, you are cautioned not to unduly rely on forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. You are advised, however, to consult any further disclosures we make on related subjects.
2
PART I. - FINANCIAL INFORMATION
Item 1. - Financial Statements
NI Holdings, Inc.
Consolidated Balance Sheets
(dollar amounts in thousands, except par value)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Fixed income securities, at fair value (net of allowance for expected credit losses of $ | ||||||||
| Equity securities, at fair value | ||||||||
| Other investments | ||||||||
| Total cash and investments | ||||||||
| Premiums and agents' balances receivable (net of allowance for expected credit losses of $ | ||||||||
| Deferred policy acquisition costs | ||||||||
| Reinsurance premiums receivable | ||||||||
| Reinsurance recoverables on losses (net of allowance for expected credit losses of $ | ||||||||
| Income tax recoverable | ||||||||
| Accrued investment income | ||||||||
| Property and equipment, net | ||||||||
| Deferred income taxes | ||||||||
| Receivable from Federal Crop Insurance Corporation | ||||||||
| Goodwill and other intangibles | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Unpaid losses and loss adjustment expenses | $ | $ | ||||||
| Unearned premiums | ||||||||
| Reinsurance premiums payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity: | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Unearned employee stock ownership plan shares | ( | ) | ( | ) | ||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss, net of income taxes | ( | ) | ( | ) | ||||
| Treasury stock, at cost, 2025 – | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
NI Holdings, Inc.
Consolidated Statements of Operations (Unaudited)
(dollar amounts in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | ||||||||||||
| Fee and other income | ||||||||||||||||
| Net investment income | ||||||||||||||||
| Net investment gains | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Losses and loss adjustment expenses | ||||||||||||||||
| Amortization of deferred policy acquisition costs | ||||||||||||||||
| Other underwriting and general expenses | ||||||||||||||||
| Total expenses | ||||||||||||||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from discontinued operations, net of income taxes | ( | ) | ||||||||||||||
| Loss on sale of discontinued operations, net of taxes | ( | ) | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share from continuing operations: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Share data: | ||||||||||||||||
| Weighted average common shares outstanding used in basic per common share calculations | ||||||||||||||||
| Dilutive securities | ||||||||||||||||
| Weighted average common shares used in diluted per common share calculations | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
NI Holdings, Inc.
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(dollar amounts in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income, before income taxes: | ||||||||||||||||
| Holding gains on investments | ||||||||||||||||
| Reclassification adjustment for net realized losses included in net income | ||||||||||||||||
| Other comprehensive income, before income taxes | ||||||||||||||||
| Income tax expense related to items of other comprehensive income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income, net of income taxes | ||||||||||||||||
| Comprehensive income (loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
NI Holdings, Inc.
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
(dollar amounts in thousands)
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Unearned Employee Stock Ownership Plan Shares | Retained Earnings | Accumulated Other Comprehensive Loss, Net of Income Taxes | Treasury Stock | Non-Controlling
Interest | Total Shareholders’ Equity | |||||||||||||||||||||||||
| Balance, July 1, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Battle Creek demutualization | ||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impact of Westminster unrealized investment gains/losses | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of income taxes | ||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Issuance of vested award shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Unearned Employee Stock Ownership Plan Shares | Retained Earnings | Accumulated Other Comprehensive Loss, Net of Income Taxes | Treasury Stock | Non-Controlling Interest | Total Shareholders’ Equity | |||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Battle Creek demutualization | ||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impact of Westminster unrealized investment gains/losses | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of income taxes | ||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Issuance of vested award shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
NI Holdings, Inc.
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
(dollar amounts in thousands)
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Unearned Employee Stock Ownership Plan Shares | Retained Earnings | Accumulated Other Comprehensive Loss, Net of Income Taxes | Treasury Stock | Non-Controlling Interest | Total Shareholders’ Equity | |||||||||||||||||||||||||
| Balance, July 1, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Battle Creek demutualization | ||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impact of Westminster unrealized investment gains/losses | ||||||||||||||||||||||||||||||||
| Other comprehensive income, net of income taxes | ||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ||||||||||||||||||||||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of vested award shares | ||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Unearned Employee Stock Ownership Plan Shares | Retained Earnings | Accumulated Other Comprehensive Loss, Net of Income Taxes | Treasury Stock | Non-Controlling Interest | Total Shareholders’ Equity | |||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
| Battle Creek demutualization | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Impact of Westminster unrealized investment gains/losses | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive income, net of income taxes | ||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Issuance of vested award shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
NI Holdings, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(dollar amounts in thousands)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less net loss from discontinued operations, net of income taxes | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash flows from operating activities: | ||||||||
| Net investment gains | ( | ) | ( | ) | ||||
| Deferred income tax expense (benefit) | ( | ) | ||||||
| Depreciation of property and equipment | ||||||||
| Share-based compensation | ||||||||
| Amortization of deferred policy acquisition costs | ||||||||
| Deferral of policy acquisition costs | ( | ) | ( | ) | ||||
| Net amortization of premiums and discounts on investments | ||||||||
| Gain on sale of property and equipment | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Premiums and agents’ balances receivable | ( | ) | ( | ) | ||||
| Reinsurance premiums receivable / payable | ( | ) | ||||||
| Reinsurance recoverables on losses | ( | ) | ( | ) | ||||
| Income tax recoverable / payable | ( | ) | ( | ) | ||||
| Accrued investment income | ||||||||
| Federal Crop Insurance Corporation receivable / payable | ( | ) | ( | ) | ||||
| Other assets | ( | ) | ||||||
| Unpaid losses and loss adjustment expenses | ||||||||
| Unearned premiums | ( | ) | ||||||
| Accrued expenses and other liabilities | ||||||||
| Net cash flows from operating activities – continuing operations | ( | ) | ||||||
| Net cash flows from operating activities – discontinued operations | ||||||||
| Net cash flows from operating activities – loss on sale of discontinued operations | ||||||||
| Total adjustments | ( | ) | ||||||
| Net cash flows from operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Proceeds from maturities and sales of fixed income securities | ||||||||
| Proceeds from sales of equity securities | ||||||||
| Purchases of fixed income securities | ( | ) | ( | ) | ||||
| Purchases of equity securities | ( | ) | ( | ) | ||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sales of property and equipment | ||||||||
| Proceeds from disposition of Westminster | ||||||||
| Net cash flows from investing activities – continuing operations | ||||||||
| Net cash flows from investing activities – discontinued operations | ||||||||
| Net cash flows from investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Purchase of treasury stock | ( | ) | ||||||
| Pooling (payments) receipts | ( | ) | ||||||
| Principal repayments of finance leases | ( | ) | ( | ) | ||||
| Issuance of vested award shares | ( | ) | ( | ) | ||||
| Net cash flows from financing activities – continuing operations | ( | ) | ( | ) | ||||
| Net cash flows from financing activities – discontinued operations | ||||||||
| Net cash flows from financing activities | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Net (Increase) decrease in cash and cash equivalents – discontinued operations | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents – continuing operations | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period – continuing operations | ||||||||
| Cash and cash equivalents at end of period – continuing operations | $ | $ | ||||||
| Federal and state income taxes paid (net of refunds received) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
| 1. | Organization |
NI Holdings is a North Dakota business corporation
that is the stock holding company of Nodak Insurance and became such in connection with the Nodak conversion, whereby Nodak Mutual Insurance
Company converted from a mutual to stock form of organization and the creation of a mutual holding company. The Nodak conversion was consummated
on March 13, 2017. Immediately following the Nodak conversion, all of the outstanding shares of common stock of Nodak Insurance were issued
to Nodak Mutual Group, which then contributed the shares to NI Holdings in exchange for
These unaudited consolidated financial statements include the financial position and results of operations of NI Holdings and the following other entities:
Nodak Insurance Company
Nodak Insurance is the largest domestic property and casualty insurance company in North Dakota, offering private passenger auto, homeowners, farmowners, commercial multi-peril, crop hail, and Federal multi-peril crop insurance coverages through its captive agents in the state.
Nodak Agency, Inc.
Nodak Agency is an inactive shell corporation.
American West Insurance Company
American West is a property and casualty insurance company licensed in eight states in the Midwest and Western regions of the United States (“U.S.”). American West primarily writes private passenger auto, homeowners, and farm coverages in South Dakota. American West also writes private passenger auto coverage in North Dakota, as well as crop hail and Federal multi-peril crop insurance coverages in Minnesota and South Dakota.
Primero Insurance Company
Primero is a wholly-owned subsidiary of Tri-State, Ltd.
Tri-State, Ltd. is an inactive shell corporation that is
Battle Creek Insurance Company
Battle Creek is a property and casualty insurance company
writing private passenger auto, homeowners, and farm coverages solely in the state of Nebraska. Battle Creek became affiliated with Nodak
Insurance in 2011 and, prior to January 2, 2024, was controlled by Nodak Insurance via a surplus note. On January 2, 2024, Battle Creek
issued
Direct Auto Insurance Company
Direct Auto is a property and casualty insurance company that provides non-standard auto coverage in the state of Illinois. The Company made the strategic decision to stop writing non-standard auto business for Direct Auto in Illinois during the third quarter of 2025, and existing policies will be non-renewed.
9
Westminster American Insurance Company
Westminster was a property and casualty insurance company underwriting commercial multi-peril insurance in 18 states and the District of Columbia. Westminster was sold to Scott Insurance Holdings on June 30, 2024. Subsequent to the date of sale, Westminster is reflected as discontinued operations within our Consolidated Balance Sheets and Consolidated Statements of Operations. For additional information see Part I, Item 1, Note 19 “Discontinued Operations” of this Form 10-Q.
Organizational Structure and Credit Ratings
Nodak Insurance markets and distributes its policies through its captive agents, while all other companies utilize the independent agent distribution channel. Additionally, all of the Company’s insurance subsidiary and affiliate companies, excluding Westminster, are rated “A” Excellent by A.M. Best Company, Inc. (“AM Best”), a global credit rating agency specializing in the insurance industry.
The same executive management team provides oversight and strategic direction for the entire organization. Westminster personnel managed the day-to-day operations of their company prior to the date of sale.
2. Basis of Presentation and Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All material intercompany transactions and balances have been eliminated. These financial statements should be read in conjunction with the financial statements and notes thereto included in our 2024 Annual Report.
The Consolidated Balance Sheet at December 31, 2024, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.
The preparation of the interim unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim unaudited consolidated financial statements and the reported amounts of revenues, claims, and expenses during the reporting period.
We make estimates and assumptions that can have a significant effect on amounts and disclosures we report in our unaudited consolidated financial statements. The most significant estimates relate to our reserves for unpaid losses and loss adjustment expenses, earned premiums for crop insurance, valuation of investments, determination of credit impairments, valuation allowances for deferred income tax assets, deferred policy acquisition costs, as well as valuation and impairments of goodwill and other intangible assets. While we believe our estimates are appropriate, the ultimate amounts may differ from the estimates provided. We regularly review our methods for making these estimates as well as the continued appropriateness of the estimated amounts, and we reflect any adjustment we consider necessary in our current results of operations.
Operating results for the interim periods ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Our 2024 Annual Report describes the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition, and liquidity. The accounting policies and estimation processes described in the 2024 Annual Report were consistently applied to the unaudited consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024.
Enactment of the One Big Beautiful Bill Act of 2025
On July 4, 2025, the U.S. enacted a budget reconciliation package knows as the One Big Beautiful Bill Act of 2025 (OBBBA) which includes both tax and non-tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others through 2027. The Company believes that the changes resulting from the tax provisions in the OBBBA are not expected to have a material impact on the Company’s results of operations.
10
Discontinued Operations
On May 7, 2024, NI Holdings entered into a Stock
Purchase Agreement (“Purchase Agreement”) to sell its subsidiary, Westminster, to Scott Insurance Holdings, a privately owned
Maryland limited liability company. Scott Insurance Holdings is affiliated with John Scott, Sr., the father of the president of Westminster,
John Scott, Jr. The sale closed on June 30, 2024. The Purchase Agreement included a cash purchase price of $
Recent Accounting Pronouncements
Adopted
For information regarding accounting pronouncements that the Company adopted during the periods presented, see Part II, Item 8, Note 2 “Recent Accounting Pronouncements” section of the 2024 Annual Report.
Not Yet Adopted
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The guidance is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of the new standard on our consolidated financial statements, which is expected to result in enhanced disclosures.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This guidance is intended to improve disclosures about a public business entity's expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity's performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the statement of operations, and the total amount of an entity's selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software." This guidance modernizes the accounting for internal-use software under ASC 350-40 to adapt to different development practices, especially agile and iterative methods. The updated guidance requires that an entity capitalize software costs when both: 1) management has authorized and committed to the funding of the software project, and 2) it is probable that the project will be completed, and the software will be used to perform its intended function. This update is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.
11
3. Investments
The amortized cost and estimated fair value of fixed income securities, presented on a consolidated basis as of September 30, 2025, and December 31, 2024, were as follows:
| September 30, 2025 | ||||||||||||||||||||
| Cost or Amortized Cost | Allowance for Expected Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||
| U.S. Government and agencies | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Obligations of states and political subdivisions | ( | ) | ||||||||||||||||||
| Corporate securities | ( | ) | ||||||||||||||||||
| Residential mortgage-backed securities | ( | ) | ||||||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ||||||||||||||||||
| Asset-backed securities | ( | ) | ||||||||||||||||||
| Redeemable preferred stocks | ( | ) | ||||||||||||||||||
| Total fixed income securities | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| December 31, 2024 | ||||||||||||||||||||
| Cost or Amortized Cost | Allowance for Expected Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||
| U.S. Government and agencies | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Obligations of states and political subdivisions | ( | ) | ||||||||||||||||||
| Corporate securities | ( | ) | ||||||||||||||||||
| Residential mortgage-backed securities | ( | ) | ||||||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ||||||||||||||||||
| Asset-backed securities | ( | ) | ||||||||||||||||||
| Redeemable preferred stocks | ( | ) | ||||||||||||||||||
| Total fixed income securities | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
The amortized cost and estimated fair value of fixed income securities by contractual maturity, presented on a consolidated basis, are shown below. Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay these securities.
| September 30, 2025 | ||||||||
| Amortized Cost | Fair Value | |||||||
| Due to mature: | ||||||||
| One year or less | $ | $ | ||||||
| After one year through five years | ||||||||
| After five years through ten years | ||||||||
| After ten years | ||||||||
| Mortgage / asset-backed securities | ||||||||
| Redeemable preferred stocks | ||||||||
| Total fixed income securities | $ | $ | ||||||
| December 31, 2024 | ||||||||
| Amortized Cost | Fair Value | |||||||
| Due to mature: | ||||||||
| One year or less | $ | $ | ||||||
| After one year through five years | ||||||||
| After five years through ten years | ||||||||
| After ten years | ||||||||
| Mortgage / asset-backed securities | ||||||||
| Redeemable preferred stocks | ||||||||
| Total fixed income securities | $ | $ | ||||||
12
Fixed income securities with a fair value of $
The investment category and duration of the Company’s gross unrealized losses on fixed income securities, presented on a consolidated basis, are shown below. Investments with unrealized losses are categorized with a duration of greater than 12 months when all positions of a security have continually been in a loss position for at least 12 months.
| September 30, 2025 | ||||||||||||||||||||||||
| Less than 12 Months | Greater than 12 months | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||
| U.S. Government and agencies | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Obligations of states and political subdivisions | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Corporate securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Residential mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ( | ) | ||||||||||||||||||||
| Asset-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Redeemable preferred stocks | ( | ) | ( | ) | ||||||||||||||||||||
| Total fixed income securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||
| Less than 12 Months | Greater than 12 months | Total | ||||||||||||||||||||||
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||
| U.S. Government and agencies | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Obligations of states and political subdivisions | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Corporate securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Residential mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Commercial mortgage-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Asset-backed securities | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Redeemable preferred stocks | ( | ) | ( | ) | ||||||||||||||||||||
| Total fixed income securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
We, along with our investment advisor, frequently review our investment portfolio for declines in fair value that could be indicative of credit losses, which are recognized through an allowance account. We consider a number of factors when determining if an allowance for credit losses is necessary, including payment and default history, credit spreads, credit ratings and rating actions, and probability of default. We determine the credit loss component of fixed income investments by utilizing discounted cash flow modeling to determine the present value of the security and comparing the present value with the amortized cost of the security. We have not recognized any credit losses for fixed income securities since adoption of the credit loss standard. Therefore, there was no beginning balance, activity, or ending balance of credit losses as of and during the nine months ended September 30, 2025 and 2024. See Part II, Item 8, Note 3 “Summary of Significant Accounting Policies and Basis of Presentation” section of the 2024 Annual Report for additional information.
13
Net investment income for continuing and discontinued operations consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Fixed income securities | $ | $ | $ | $ | ||||||||||||
| Equity securities | ||||||||||||||||
| Real estate | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Total gross investment income | ||||||||||||||||
| Investment expenses | ||||||||||||||||
| Net investment income – continuing operations | ||||||||||||||||
| Net investment income – discontinued operations | ||||||||||||||||
| Net investment income | $ | $ | $ | $ | ||||||||||||
Net investment gains for continuing and discontinued operations consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Gross realized gains: | ||||||||||||||||
| Fixed income securities | $ | $ | $ | $ | ||||||||||||
| Equity securities | ||||||||||||||||
| Total gross realized gains | ||||||||||||||||
| Gross realized losses, excluding credit impairment losses: | ||||||||||||||||
| Fixed income securities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Equity securities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total gross realized losses, excluding credit impairment losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net realized gains (losses) | ( | ) | ||||||||||||||
| Change in net unrealized gains on equity securities | ||||||||||||||||
| Net investment gains – continuing operations | ||||||||||||||||
| Net investment gains – discontinued operations | ||||||||||||||||
| Net investment gains | $ | $ | $ | $ | ||||||||||||
Non-cash investment transactions were $
14
4. Fair Value Measurements
The Company uses fair value measurements to record fair value adjustments to certain assets to determine fair value disclosures. Investment securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other assets or liabilities at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets. Accounting guidance on fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The three levels of the fair value hierarchy are as follows:
| Level 1: | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| Level 2: | Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 2 includes fixed income securities with quoted prices that are traded less frequently than exchange traded instruments. Valuation techniques include matrix pricing which is a mathematical technique used widely in the industry to value fixed income securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. | |
| Level 3: | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). |
The Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the estimates of the Company or other third-parties, are often calculated based on the characteristics of the asset, the economic and competitive environment, and other such factors. Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts which could have been realized in a sale transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective period-end and have not been re-evaluated or updated for purposes of our consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. Additionally, changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future valuations.
The Company uses quoted values and other data provided by an independent pricing service in its process for determining fair values of its investments. The evaluations of such pricing services represent an exit price and a good faith opinion as to what a buyer in the marketplace would pay for a security in a current sale. This pricing service provides us with one quote per instrument. For fixed income securities that have quoted prices in active markets, market quotations are provided. For fixed income securities that do not trade on a daily basis, the independent pricing service prepares estimates of fair value using a wide array of observable inputs including relevant market information, benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing. The observable market inputs that the Company’s independent pricing service utilizes may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers, and other reference data on markets, industry, and the economy. Additionally, the independent pricing service uses an option-adjusted spread model to develop prepayment and interest rate scenarios.
Should the independent pricing service be unable to provide a fair value estimate, we would first attempt to obtain a fair value estimate from a second independent pricing service. If unsuccessful, we would attempt to obtain a non-binding fair value estimate from a number of broker-dealers and would review this estimate in conjunction with a fair value estimate reported by an independent business news service or other sources. In instances where only one broker-dealer provides a fair value for a fixed income security, we would use that estimate. In instances where the Company would be able to obtain fair value estimates from more than one broker-dealer, we would review the range of estimates and select the most appropriate value based on the facts and circumstances. Should neither the independent pricing service nor a broker-dealer provide a fair value estimate, we would develop a fair value estimate based on cash flow analyses and other valuation techniques that utilize certain unobservable inputs. Accordingly, the Company classifies such a security as a Level 3 investment.
The fair value estimates of our investments provided by the independent pricing service at each period-end were utilized, among other resources, in reaching a conclusion as to the fair value of our investments.
15
Management reviews the reasonableness of the pricing provided by the independent pricing service by employing various analytical procedures. We also use information from a second independent pricing service to further validate the reasonableness of the valuation of our fixed income portfolio. If, after this review, management does not believe the pricing for any security is a reasonable estimate of fair value, then it will seek to resolve the discrepancy through discussions with the independent pricing services. In its review, management did not identify any such discrepancies and no adjustments were made to the estimates provided by the independent pricing services for the nine-month period ended September 30, 2025, or the year ended December 31, 2024. The classification within the fair value hierarchy is then confirmed based on the final conclusions from the pricing review.
The valuation of money market accounts and equity securities are generally based on Level 1 inputs, which use the market-approach valuation technique. The valuation of certain cash equivalents and our fixed income securities generally incorporates significant Level 2 inputs using the market and income approach techniques. We may assign a lower level to inputs typically considered to be Level 2 based on our assessment of liquidity and relative level of uncertainty surrounding inputs. There were no assets or liabilities classified at Level 3 at September 30, 2025, or December 31, 2024.
The following tables set forth our assets which are measured on a recurring basis by the level within the fair value hierarchy in which fair value measurements fall:
| September 30, 2025 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Fixed income securities: | ||||||||||||||||
| U.S. Government and agencies | $ | $ | $ | $ | ||||||||||||
| Obligations of states and political subdivisions | ||||||||||||||||
| Corporate securities | ||||||||||||||||
| Residential mortgage-backed securities | ||||||||||||||||
| Commercial mortgage-backed securities | ||||||||||||||||
| Asset-backed securities | ||||||||||||||||
| Redeemable preferred stock | ||||||||||||||||
| Total fixed income securities | ||||||||||||||||
| Equity securities - common stock | ||||||||||||||||
| Money market accounts and cash equivalents | ||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||
| December 31, 2024 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Fixed income securities: | ||||||||||||||||
| U.S. Government and agencies | $ | $ | $ | $ | ||||||||||||
| Obligations of states and political subdivisions | ||||||||||||||||
| Corporate securities | ||||||||||||||||
| Residential mortgage-backed securities | ||||||||||||||||
| Commercial mortgage-backed securities | ||||||||||||||||
| Asset-backed securities | ||||||||||||||||
| Redeemable preferred stock | ||||||||||||||||
| Total fixed income securities | ||||||||||||||||
| Equity Securities - Common stock | ||||||||||||||||
| Money market accounts and cash equivalents | ||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||
There were no liabilities measured at fair value on a recurring basis at September 30, 2025, or December 31, 2024.
16
5. Reinsurance
External Reinsurance
The Company’s consolidated financial statements reflect the effects of assumed and ceded reinsurance transactions. Assumed reinsurance refers to the acceptance of certain insurance risks that other insurance companies have underwritten. Ceded reinsurance involves transferring certain insurance risks (along with the related written and earned premiums) the Company has underwritten to other insurance companies who agree to share these risks. The Company reinsures a portion of the risks it underwrites, through these ceded reinsurance agreements, in order to control its exposure to losses. Our ceded reinsurance is placed either on an automatic basis under general reinsurance contracts known as treaties or through facultative contracts placed on substantial individual risks. These contracts do not relieve the Company from its obligations to policyholders. Treaty reinsurance contracts are typically effective from January 1 through December 31 each year.
During the nine-month period ended September 30, 2025, the
Company maintained property catastrophe reinsurance protection covering $
During the year ended December 31, 2024, the Company maintained property
catastrophe reinsurance protection covering $
Effective July 1, 2024, the Company’s reinsurance contracts were modified to exclude any Westminster losses occurring on or after that date, while maintaining all other existing limits, retentions, and attachment points.
The Company actively monitors and evaluates the financial condition of the reinsurers and develops estimates of the uncollectible amounts due from reinsurers, which would be recognized as credit losses through an allowance account developed using the current expected credit losses (“CECL”) model. See the Part II, Item 8, Note 3 “Summary of Significant Accounting Policies and Basis of Presentation” section of the 2024 Annual Report for additional information. Credit loss estimates are made based on periodic evaluation of balances due from reinsurers, changes in reinsurer credit standing, judgments regarding reinsurers’ solvency, known disputes, reporting characteristics of the underlying reinsured business, historical experience, current economic conditions, and the state of reinsurer relations in general. Collection risk is mitigated by entering into reinsurance arrangements only with reinsurers that have strong credit ratings and statutory surplus above certain levels. At September 30, 2025, and December 31, 2024, management has concluded that it is not necessary to record an allowance for expected credit losses related to reinsurance recoverables. All of our significant reinsurance partners are rated “A-” (Excellent) or better by AM Best or “A+” or better by Standard & Poor’s, and there is no history of write-offs.
A reconciliation of direct to net premiums on both a written and an earned basis, presented on a consolidated basis, including both continuing and discontinued operations, is as follows:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||||||
| Premiums Written | Premiums Earned | Premiums Written | Premiums Earned | |||||||||||||
| Direct premium | $ | $ | $ | $ | ||||||||||||
| Assumed premium | ||||||||||||||||
| Ceded premium | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net premiums | $ | $ | $ | $ | ||||||||||||
17
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||
| Premiums Written | Premiums Earned | Premiums Written | Premiums Earned | |||||||||||||
| Direct premium | $ | $ | $ | $ | ||||||||||||
| Assumed premium | ||||||||||||||||
| Ceded premium | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net premiums | $ | $ | $ | $ | ||||||||||||
The reconciliations of the Company’s direct to net premiums on both a written and an earned basis for the current and comparable prior year quarter, segregated between continuing and discontinued operations, are shown below:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||||||
| Premiums Written | Premiums Earned | Premiums Written | Premiums Earned | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Direct premium | $ | $ | $ | $ | ||||||||||||
| Assumed premium | ||||||||||||||||
| Ceded premium | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net premiums | $ | $ | $ | $ | ||||||||||||
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||||||
| Premiums Written | Premiums Earned | Premiums Written | Premiums Earned | |||||||||||||
| Discontinued operations: | ||||||||||||||||
| Direct premium | $ | $ | $ | $ | ||||||||||||
| Assumed premium | ||||||||||||||||
| Ceded premium | ||||||||||||||||
| Net premiums | $ | $ | $ | $ | ||||||||||||
The reconciliations of the Company’s direct to net premiums on both a written and an earned basis for the current year-to-date and comparable prior year-to-date amounts, segregated between continuing and discontinued operations, are shown below:
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||
| Premiums Written | Premiums Earned | Premiums Written | Premiums Earned | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Direct premium | $ | $ | $ | $ | ||||||||||||
| Assumed premium | ||||||||||||||||
| Ceded premium | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net premiums | $ | $ | $ | $ | ||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||
| Premiums Written | Premiums Earned | Premiums Written | Premiums Earned | |||||||||||||
| Discontinued operations: | ||||||||||||||||
| Direct premium | $ | $ | $ | $ | ||||||||||||
| Assumed premium | ||||||||||||||||
| Ceded premium | ( | ) | ( | ) | ||||||||||||
| Net premiums | $ | $ | $ | $ | ||||||||||||
18
A reconciliation of direct to net losses and loss adjustment expenses, presented on a consolidated basis, including both continuing and discontinued operations, is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Direct losses and loss adjustment expenses | $ | $ | $ | $ | ||||||||||||
| Assumed losses and loss adjustment expenses | ||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net losses and loss adjustment expenses | $ | $ | $ | $ | ||||||||||||
The reconciliations for current and prior year continuing and discontinued operations of direct to net losses and loss adjustment expenses is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Direct losses and loss adjustment expenses | $ | $ | $ | $ | ||||||||||||
| Assumed losses and loss adjustment expenses | ||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net losses and loss adjustment expenses | $ | $ | $ | $ | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Discontinued operations: | ||||||||||||||||
| Direct losses and loss adjustment expenses | $ | $ | $ | $ | ||||||||||||
| Assumed losses and loss adjustment expenses | ||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ||||||||||||||
| Net losses and loss adjustment expenses | $ | $ | $ | $ | ||||||||||||
Intercompany Reinsurance Pooling Arrangement
Effective January 1, 2020, all of our insurance subsidiary and affiliate companies entered into an intercompany reinsurance pooling agreement. Nodak Insurance is the lead company of the pool, and assumes the net premiums, net losses, and underwriting expenses from each of the other five companies. Nodak Insurance then retrocedes balances back to each company, while retaining its own share of the pool’s net underwriting results, based on individual pool percentages established in the respective pooling agreement. This arrangement allows each insurance company to rely upon the capacity of the pool’s total statutory capital and surplus. As a result, they are evaluated by AM Best on a group basis and hold a single combined financial strength rating, long-term issuer credit rating, and financial size category. Subsequent to the June 30, 2024, date of sale, Westminster is no longer a member of the pool, and the pooling percentages for the remaining insurance subsidiaries were updated based on their respective surplus as a percentage of the pool as of December 31, 2023.
19
| 6. | Deferred Policy Acquisition Costs |
Expenses directly related to successfully acquired insurance
policies, primarily commissions, premium taxes and underwriting costs, are deferred and amortized over the terms of the policies. We update
our acquisition cost assumptions periodically to reflect actual experience, and we evaluate the costs for recoverability.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Deferral of policy acquisition costs | ||||||||||||||||
| Amortization of deferred policy acquisition costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Westminster balance disposed in sale | ( | ) | ||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
The tables for the current and comparable prior year quarter continuing and discontinued operations showing the deferred policy acquisition costs and assets reconciliation are shown below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Deferral of policy acquisition costs | ||||||||||||||||
| Amortization of deferred policy acquisition costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Discontinued operations: | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Deferral of policy acquisition costs | ||||||||||||||||
| Amortization of deferred policy acquisition costs | ( | ) | ||||||||||||||
| Westminster balance disposed in sale | ( | ) | ||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
20
7. Unpaid Losses and Loss Adjustment Expenses
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows for both continuing and discontinued operations:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Balance, beginning of period: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | $ | $ | ||||||
| Reinsurance recoverables on losses | ||||||||
| Net balance, beginning of period | ||||||||
| Incurred related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total incurred | ||||||||
| Paid related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total paid | ||||||||
| Westminster balances disposed in sale: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | ||||||||
| Reinsurance recoverables on losses | ||||||||
| Net balance, date of sale | ||||||||
| Balance, end of period: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | ||||||||
| Reinsurance recoverables on losses | ||||||||
| Net balance, end of period | $ | $ | ||||||
During the nine months ended
September 30, 2025, the Company’s incurred reported losses and loss adjustment expense included $
Changes in unpaid losses and loss adjustment expense reserves are generally the result of ongoing analysis of recent loss development trends. As additional information becomes known regarding individual claims, original estimates are increased or decreased accordingly.
21
The tables for the current and comparable prior year continuing and discontinued operations showing the liability for unpaid losses and loss adjustment expense are shown below:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Continuing operations: | ||||||||
| Balance, beginning of period: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | $ | $ | ||||||
| Reinsurance recoverables on losses | ||||||||
| Net balance, beginning of period | ||||||||
| Incurred related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total incurred | ||||||||
| Paid related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total paid | ||||||||
| Balance, end of period: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | ||||||||
| Reinsurance recoverables on losses | ||||||||
| Net balance, end of period | $ | $ | ||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Discontinued operations: | ||||||||
| Balance, beginning of period: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | $ | $ | ||||||
| Reinsurance recoverables on losses | ||||||||
| Net balance, beginning of period | ||||||||
| Incurred related to: | ||||||||
| Current year | ||||||||
| Prior years | ( | ) | ||||||
| Total incurred | ||||||||
| Paid related to: | ||||||||
| Current year | ||||||||
| Prior years | ||||||||
| Total paid | ||||||||
| Westminster balances disposed in sale: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | — | |||||||
| Reinsurance recoverables on losses | — | |||||||
| Net balance, date of sale | — | |||||||
| Balance, end of period: | ||||||||
| Liability for unpaid losses and loss adjustment expenses | — | |||||||
| Reinsurance recoverables on losses | — | |||||||
| Net balance, end of period | $ | $ | — | |||||
22
8. Property and Equipment
Property and equipment consisted of the following:
| September 30, 2025 | December 31, 2024 | Estimated Useful Life | ||||||||
| Cost: | ||||||||||
| Land | $ | $ | ||||||||
| Building and improvements | ||||||||||
| Electronic data processing equipment | ||||||||||
| Furniture and fixtures | ||||||||||
| Automobiles | ||||||||||
| Gross cost | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Total property and equipment, net | $ | $ | ||||||||
Depreciation expense was $
9. Goodwill and Other Intangibles
Goodwill
The following table presents the carrying amount of the Company’s goodwill and related impairment by segment:
| Nine Months Ended September 30, 2025 | Year Ended December 31, 2024 | |||||||||||||||||||||||
| Non-Standard Auto | Commercial | Total | Non-Standard Auto | Commercial | Total | |||||||||||||||||||
| Goodwill, beginning of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Impairment recognized during the period | ( | ) | ( | ) | ||||||||||||||||||||
| Goodwill, end of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
We performed a quantitative assessment
of the goodwill related to the Primero acquisition during the fourth quarter of 2024, which is allocated to our Non-Standard Auto segment,
and concluded that the goodwill was fully impaired as of December 31, 2024, resulting in a non-cash impairment charge of $
Other Intangible Assets
The gross and net carrying value of the
Company’s other intangible assets were $
We determined during our reviews that the other indefinite-lived intangible assets were not impaired as of September 30, 2025, or December 31, 2024.
Amortization expense was
23
10. Royalties, Dividends, and Affiliations
North Dakota Farm Bureau
Nodak Insurance was organized by the North Dakota Farm Bureau
(“NDFB”) to provide insurance protection for its members. We have a royalty agreement with the NDFB that recognizes the use
of their trademark and provides royalties to the NDFB based on the premiums written on Nodak Insurance’s policies. Royalties paid
to the NDFB were $
Dividends
State insurance laws require our insurance subsidiaries to maintain certain minimum capital and surplus amounts on a statutory basis. Our insurance subsidiaries are subject to regulations that restrict the payment of dividends from statutory surplus and may require prior approval from their domiciliary insurance regulatory authorities. Our insurance subsidiaries are also subject to risk-based capital requirements that may further affect their ability to pay dividends. Our insurance subsidiaries statutory capital and surplus at December 31, 2024, exceeded the amount of statutory capital and surplus necessary to satisfy risk-based capital requirements by a significant margin. For information regarding the availability of subsidiaries to pay dividends to NI Holdings during 2025, see Part II, Item 8, Note 11 “Royalties, Dividends, and Affiliations” section of the 2024 Annual Report.
Battle Creek
Prior to January 2, 2024, we consolidated the financial statements of Battle Creek, and Battle Creek’s policyholders’ interest in Battle Creek was reflected as a non-controlling interest in shareholders’ equity in our Consolidated Balance Sheets. Subsequent to January 2, 2024, Battle Creek is fully consolidated in our Consolidated Balance Sheets. See the Part I, Item 1, Note 1 “Organization” section of this Form 10-Q for additional information.
11. Benefit Plans
Nodak Insurance sponsors a 401(k) plan with an automatic and
matching contribution for eligible employees at Nodak Insurance, Primero, and Direct Auto. Nodak Insurance also contributes an additional
elective amount of employee compensation as a profit-sharing contribution for eligible employees. Westminster also sponsored a separate
401(k) plan until the company was sold on June 30, 2024. American West and Battle Creek have no employees. The Company reported expenses
related to these plans totaling $
All fees associated with the plans are deducted from the eligible employee accounts.
The Company also offers a non-qualified deferred compensation
plan to key executives of the Company (as designated by the Board of Directors). The Company’s policy is to fund the plan by amounts
that represent the excess of the maximum contribution allowed by the Employee Retirement Income Security Act over the key executives’
allowable 401(k) contribution. The plan also allows employee-directed deferral of key executives’ compensation or incentive payments.
The Company reported expenses related to this plan totaling $
In connection with our initial public offering (“IPO”) in March 2017, the Company established its Employee Stock Ownership Plan (the “ESOP”) within the meaning of Internal Revenue Code Section 4975(e)(7) and invests solely in common stock of the Company.
Upon establishment of the ESOP, Nodak Insurance loaned $
The shares purchased by the ESOP Trust in the offering are held in a suspense account as collateral for the ESOP loan. Nodak Insurance makes semi-annual cash contributions to the ESOP in amounts no smaller than the amounts required for the ESOP Trust to make its loan payments to Nodak Insurance. While the ESOP makes two loan payments per year, a pre-determined portion of the shares are released from the suspense account and allocated to participant accounts at the end of the calendar year. This release and allocation occurs on an annual basis over the ten-year term of the ESOP loan. Nodak Insurance has a lien on the shares of common stock of the Company held by the ESOP to secure repayment of the loan from the ESOP to Nodak Insurance. If the ESOP is terminated as a result of a change in control of the Company, the ESOP may be required to pay the costs of terminating the plan.
24
It is anticipated that the only assets held by the ESOP will be shares of the Company’s common stock. Participants in the ESOP cannot direct the investment of any assets allocated to their accounts. The ESOP participants are employees of Nodak Insurance. The employees of Primero, Direct Auto, and Westminster do not participate in the ESOP.
Each employee of Nodak Insurance automatically becomes a participant in the ESOP if such employee is at least 21 years old, has completed a minimum of one thousand hours of service with Nodak Insurance, and has completed an Eligibility Computation Period. Employees are not permitted to make any contributions to the ESOP. Participants in the ESOP receive annual reports from the Company showing the number of shares of common stock of the Company allocated to the participants’ accounts and the market value of those shares. The shares are allocated to participants based on compensation as provided for in the ESOP.
In connection with the establishment of the ESOP, the Company created
a contra-equity account on the Consolidated Balance Sheet equal to the ESOP’s basis in the shares. The basis of those shares was
set at $
The Company recognized compensation expense related to the ESOP
of $
Through September 30, 2025, and December 31, 2024, the Company had
released and allocated
12. Line of Credit
NI Holdings has a $
13. Income Taxes
We record any change to a previously recorded valuation allowance
as a result of re-measuring existing temporary differences and loss carryforwards as a component of income tax expense (benefit) from
continuing operations. The valuation allowance against certain deferred income tax assets was $
At September 30, 2025, and December 31, 2024, we had unrecognized tax benefits, no accrued interest and penalties, and no significant uncertain tax positions. interest and penalties were recognized during the nine-month period ended September 30, 2025, or the year ended December 31, 2024.
Our effective tax rate for the nine months ended September
30, 2025, was
14. Leases
Primero leases a facility in Spearfish, South Dakota under a non-cancellable operating lease expiring in . Direct Auto leases a facility in Chicago, Illinois under a non-cancellable operating lease expiring in . Nodak Insurance leases a facility in Fargo, North Dakota under a non-cancellable operating lease expiring in . In addition, Nodak Insurance leases server equipment under a non-cancellable finance lease expiring in 2026.
25
We determine whether a contract is or contains a lease at the inception of the contract. A contract will be deemed to be or contain a lease if the contract conveys the right to control and directs the use of identified property or equipment for a period of time in exchange for consideration. We generally must also have the right to obtain substantially all of the economic benefits from the use of the property and equipment. Lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates based on the floating interest rate on our Line of Credit with Wells Fargo Bank, N.A. at the lease commencement date, as rates are not implicitly stated in most leases. Lease liabilities are included in accrued expenses and other liabilities and right-of-use assets are included in other assets in the Consolidated Balance Sheets.
There were expenses of $
Additional information regarding the Company’s leases are as follows:
| As of and For the Three Months Ended September 30, | As of and For the Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||
| Finance lease cost | ||||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Finance lease cost | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
| Other information on leases: | ||||||||||||||||
| Cash payments included in operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Cash payments included in operating cash flows from finance leases | ||||||||||||||||
| Cash payments included in financing cash flows from finance leases | ||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||||||||||
| Right-of-use assets obtained in exchange for new finance lease liabilities | ||||||||||||||||
| Weighted average discount rate – operating leases | ||||||||||||||||
| Weighted average discount rate – finance leases | ||||||||||||||||
| Weighted average remaining lease term in years – operating leases | ||||||||||||||||
| Weighted average remaining lease term in years – finance leases | ||||||||||||||||
The following table presents the contractual maturities of the Company’s lease liabilities for each of the five years in the period ending December 31, 2029, and thereafter, reconciled to our lease liability at September 30, 2025:
| Year ending December 31, | Operating Leases | Finance Leases | Total | |||||||||
| 2025 (three months remaining) | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| 2029 | ||||||||||||
| Thereafter | ||||||||||||
| Total undiscounted lease payments | ||||||||||||
| Less: present value adjustment | ||||||||||||
| Lease liability at September 30, 2025 | $ | $ | $ | |||||||||
26
15. Contingencies
We are, from time to time, party to routine litigation incidental to the normal course of our business. Based upon information presently available to us, we do not consider any litigation to be material. However, given the uncertainties attendant to litigation, we cannot assure you that our results of operations and financial condition will not be materially adversely affected by any litigation. Contingent liabilities arising from litigation, income taxes, and other matters are not considered to be material to our financial position.
| 16. | Common and Preferred Stock |
Common Stock
Changes in the number of common stock shares outstanding were as follows:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Shares outstanding, beginning of period | ||||||||
| Treasury shares repurchased through stock repurchase authorization | ( | ) | ||||||
| Issuance of treasury shares for vesting of restricted stock units | ||||||||
| Shares outstanding, end of period | ||||||||
The changes in the number of common shares outstanding excludes
certain non-forfeitable stock award shares that are included in the weighted average common shares outstanding used in basic earnings
per common share calculations. The net loss per diluted common share for the three- and nine-month periods ended September 30, 2025, excluded
the weighted average effects of
On May 9, 2022, our Board of Directors approved
an authorization for the repurchase of up to approximately $
On August 25, 2025, our Board of Directors approved
an authorization for the repurchase of up to approximately $
The cost of this treasury stock is a reduction of shareholders’ equity within our Consolidated Balance Sheets.
Preferred Stock
The Company’s Articles of Incorporation
provide authority to issue up to
| 17. | Share-Based Compensation |
The NI Holdings, Inc. 2020 Stock and Incentive Plan (the “Plan”) is designed to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors, advisors, and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to afford such persons an opportunity to acquire an ownership interest in the Company, thereby aligning the interests of such persons with the Company’s shareholders.
27
The Plan provides for the grant of nonqualified stock options, incentive stock options, restricted stock units (“RSUs”), stock appreciation rights, dividend equivalents, and performance share units (“PSUs”) to employees, officers, consultants, advisors, non-employee directors, and independent contractors designated by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Awards made under the Plan are based upon, among other things, a participant’s level of responsibility and performance within the Company.
The total aggregate number of shares of common
stock that may be issued under the Plan shall not exceed
Restricted Stock Units
The Compensation Committee has awarded RSUs to
non-employee directors and select executives. RSUs are promises to issue actual shares of common stock at the end of a vesting period.
The RSUs granted to executives under the Plan are based on salary. RSUs granted prior to 2024 vest equally over a five-year period. Effective
for executive grants beginning in 2024, the RSUs vest equally over a three-year period. As approved by the Compensation Committee, all
executive share-based compensation granted in 2025 was awarded as RSUs. The RSUs granted to non-employee directors vest
The Company recognizes stock-based compensation costs for RSUs based on the grant date fair value. The compensation costs are normally expensed over the vesting periods to each vesting date; however, the cost of RSUs granted to executives are expensed immediately if the executive has met certain retirement criteria and the RSUs become non-forfeitable. Estimated forfeitures are included in the determination of compensation costs. No forfeitures are currently estimated.
A summary of the Company’s outstanding and unearned RSUs is presented below:
| RSUs | Weighted-Average Grant-Date Fair Value Per Share | |||||||
| Units outstanding and unearned at January 1, 2024 | $ | |||||||
| RSUs granted during 2024 | ||||||||
| RSUs earned during 2024 | ( | ) | ||||||
| Forfeitures (1) | ( | ) | ||||||
| Units outstanding and unearned at December 31, 2024 | ||||||||
| RSUs granted during 2025 | ||||||||
| RSUs earned during 2025 | ( | ) | ||||||
| Forfeitures | ( | ) | ||||||
| Units outstanding and unearned at September 30, 2025 | ||||||||
(1)
The following table shows the impact of RSU activity to the Company’s financial results:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| RSU compensation expense | $ | $ | ( | ) | $ | $ | ||||||||||
| Income tax benefit | ( | ) | ( | ) | ( | ) | ||||||||||
| RSU compensation expense, net of income taxes | $ | $ | ( | ) | $ | $ | ||||||||||
28
At September 30, 2025, there was $
Performance Share Units
The Compensation Committee has awarded PSUs to select executives. PSUs are promises to issue actual shares of common stock at the end of a vesting period, if certain performance conditions are met. The PSUs granted to employees under the Plan are based on salary and, prior to 2024, include a three-year adjusted book value cumulative growth target with threshold and stretch goals. For grants made in 2024, the performance metric is calculated based on an adjusted return on equity over a three-year period, with annual resets. There were no PSUs granted in 2025. They will vest on the third anniversary of the grant date, subject to the participant’s continuous employment through the vesting date and the level of performance achieved. Dividend equivalents on PSUs are accrued and paid in cash at the end of the performance period in accordance with the level of performance achieved but are subject to forfeiture until the underlying shares become vested. Participants do not have voting rights with respect to PSUs.
The Company recognizes stock-based compensation costs for PSUs based on the grant date fair value over the performance period of the awards. Estimated forfeitures are included in the determination of compensation costs. The current cost estimates represent the Company’s forecasted performance against cumulative growth targets.
A summary of the Company’s outstanding PSUs is presented below:
| PSUs | Weighted-Average Grant-Date Fair Value Per Share | |||||||
| Units outstanding at January 1, 2024 | $ | |||||||
| PSUs granted during 2024 (at target) | ||||||||
| PSUs earned during 2024 | ||||||||
| Performance adjustment (1) | ( | ) | ||||||
| Forfeitures (2) | ( | ) | ||||||
| Units outstanding at December 31, 2024 | ||||||||
| PSUs granted during 2025 (at target) | ||||||||
| PSUs earned during 2025 | ||||||||
| Performance adjustment (1) | ||||||||
| Forfeitures | ( | ) | ||||||
| Units outstanding at September 30, 2025 | ||||||||
(1)
(2)
The following table shows the impact of PSU activity to the Company’s financial results:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| PSU compensation expense | $ | $ | ( | ) | $ | $ | ||||||||||
| Income tax benefit | ( | ) | ( | ) | ( | ) | ||||||||||
| PSU compensation expense, net of income taxes | $ | $ | ( | ) | $ | $ | ||||||||||
The cost estimates for PSU grants represent initial
target awards until we can reasonably forecast the financial performance of each PSU award grant. At the end of the performance period,
we will reflect a performance adjustment, which may be either an increase or decrease from the initial target awards. The actual number
of shares to be issued at the end of the performance period will range from
At September 30, 2025, there was $
29
18. Allowance for Expected Credit Losses
Premiums Receivable
The following table presents the balances of premiums and agents’ balances receivable, net of the allowance for expected credit losses as of September 30, 2025 and 2024, and the changes in the allowance for expected credit losses for the three and nine months ended September 30, 2025 and 2024, for continuing and discontinued operations.
| As of and For the Three Months Ended September 30, 2025 | As of and For the Three Months Ended September 30, 2024 | |||||||||||||||
| Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Current period charge for expected credit losses | ||||||||||||||||
| Write-offs of uncollectible premiums receivable | ( | ) | ( | ) | ||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| As of and For the Nine Months Ended September 30, 2025 | As of and For the Nine Months Ended September 30, 2024 | |||||||||||||||
| Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | |||||||||||||
| Continuing operations: | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Current period charge for expected credit losses | ||||||||||||||||
| Write-offs of uncollectible premiums receivable | ( | ) | ( | ) | ||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
30
| As of and For the Three Months Ended September 30, 2025 | As of and For the Three Months Ended September 30, 2024 | |||||||||||||||
| Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | |||||||||||||
| Discontinued operations: | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Current period charge for expected credit losses | ||||||||||||||||
| Write-offs of uncollectible premiums receivable | ||||||||||||||||
| Westminster balances disposed in sale | $ | $ | $ | $ | ||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| As of and For the Nine Months Ended September 30, 2025 | As of and For the Nine Months Ended September 30, 2024 | |||||||||||||||
| Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | Premiums and Agents’ Balances Receivable, Net of Allowance for Expected Credit Losses | Allowance for Expected Credit Losses | |||||||||||||
| Discontinued operations: | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Current period charge for expected credit losses | ||||||||||||||||
| Write-offs of uncollectible premiums receivable | ( | ) | ||||||||||||||
| Westminster balances disposed in sale | $ | $ | ( | ) | ||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
31
| 19. | Discontinued Operations |
On May 7, 2024, we entered into a definitive agreement
to sell our subsidiary, Westminster, to Scott Insurance Holdings, for a cash purchase price of $
The Company’s Consolidated Statements of
Cash Flows presents operating, investing, and financing cash flows of the discontinued operations separately.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | ||||||||||||
| Fee and other income | ||||||||||||||||
| Net investment income | ||||||||||||||||
| Net investment gains | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Losses and loss adjustment expenses | ||||||||||||||||
| Amortization of deferred policy acquisition costs | ||||||||||||||||
| Other underwriting and general expenses | ||||||||||||||||
| Total expenses | ||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||
| Income tax benefit | ( | ) | ||||||||||||||
| Net loss | $ | $ | $ | $ | ( | ) | ||||||||||
| Loss per common share from discontinued operations: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ) | ||||||||||
| Diluted | $ | $ | $ | $ | ( | ) | ||||||||||
| 20. | Segment Information |
We have
We do not assign or allocate all line items in
our Consolidated Statement of Operations or Consolidated Balance Sheets to our operating segments. Those line items include net investment
income, net investment gains, fee and other income excluding Non-Standard Auto, and income tax expense within the Unaudited Consolidated
Statement of Operations.
32
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Private Passenger Auto | Non-Standard Auto | Home and Farm | Crop | All Other | Total | |||||||||||||||||||
| Direct premiums earned | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assumed premiums earned | ||||||||||||||||||||||||
| Ceded premiums earned | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net premiums earned | ||||||||||||||||||||||||
| Direct losses and loss adjustment expenses | ||||||||||||||||||||||||
| Assumed losses and loss adjustment expenses | ||||||||||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net losses and loss adjustment expenses | ||||||||||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||||||||||
| Amortization of deferred policy acquisition costs | ||||||||||||||||||||||||
| Other underwriting and general expenses (1) | ||||||||||||||||||||||||
| Underwriting and general expenses | ||||||||||||||||||||||||
| Underwriting gain (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Fee and other income | ||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||
| Net investment gains | ||||||||||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||||||||||
| Income tax benefit | ( | ) | ||||||||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||||||||||
| Operating Ratios: | ||||||||||||||||||||||||
| Loss and loss adjustment expense ratio | ||||||||||||||||||||||||
| Expense ratio | ||||||||||||||||||||||||
| Combined ratio | ||||||||||||||||||||||||
| Balances at September 30, 2025: | ||||||||||||||||||||||||
| Premiums and agents’ balances receivable | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Deferred policy acquisition costs | ||||||||||||||||||||||||
| Reinsurance recoverables on losses | ||||||||||||||||||||||||
| Receivable from Federal Crop Insurance Corporation | ||||||||||||||||||||||||
| Goodwill and other intangibles | ||||||||||||||||||||||||
| Unpaid losses and loss adjustment expenses | ||||||||||||||||||||||||
| Unearned premiums | ||||||||||||||||||||||||
(1)
33
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Private Passenger Auto | Non-Standard Auto | Home and Farm | Crop | All Other | Total | |||||||||||||||||||
| Direct premiums earned | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assumed premiums earned | ||||||||||||||||||||||||
| Ceded premiums earned | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net premiums earned | ||||||||||||||||||||||||
| Direct losses and loss adjustment expenses | ||||||||||||||||||||||||
| Assumed losses and loss adjustment expenses | ||||||||||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net losses and loss adjustment expenses | ||||||||||||||||||||||||
| Gross margin | ||||||||||||||||||||||||
| Amortization of deferred policy acquisition costs | ||||||||||||||||||||||||
| Other underwriting and general expenses (1) | ( | ) | ||||||||||||||||||||||
| Underwriting and general expenses | ||||||||||||||||||||||||
| Underwriting gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Fee and other income | ||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||
| Net investment gains | ||||||||||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||||||||||
| Income tax benefit | ( | ) | ||||||||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||||||||||
| Operating Ratios: | ||||||||||||||||||||||||
| Loss and loss adjustment expense ratio | ||||||||||||||||||||||||
| Expense ratio | ||||||||||||||||||||||||
| Combined ratio | ||||||||||||||||||||||||
| Balances at September 30, 2024: | ||||||||||||||||||||||||
| Premiums and agents’ balances receivable | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Deferred policy acquisition costs | ||||||||||||||||||||||||
| Reinsurance recoverables on losses | ||||||||||||||||||||||||
| Receivable from Federal Crop Insurance Corporation | ||||||||||||||||||||||||
| Goodwill and other intangibles | ||||||||||||||||||||||||
| Unpaid losses and loss adjustment expenses | ||||||||||||||||||||||||
| Unearned premiums | ||||||||||||||||||||||||
(1) Other underwriting and general expenses for each segment include expenses related to compensation, vendor services, and other administrative items.
34
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Private Passenger Auto | Non-Standard Auto | Home and Farm | Crop | All Other | Total | |||||||||||||||||||
| Direct premiums earned | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assumed premiums earned | ||||||||||||||||||||||||
| Ceded premiums earned | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net premiums earned | ||||||||||||||||||||||||
| Direct losses and loss adjustment expenses | ||||||||||||||||||||||||
| Assumed losses and loss adjustment expenses | ( | ) | ||||||||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net losses and loss adjustment expenses | ||||||||||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||||||||||
| Amortization of deferred policy acquisition costs | ||||||||||||||||||||||||
| Other underwriting and general expenses (1) | ||||||||||||||||||||||||
| Underwriting and general expenses | ||||||||||||||||||||||||
| Underwriting gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Fee and other income | ||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||
| Net investment gains | ||||||||||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||||||||||
| Income tax benefit | ( | ) | ||||||||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||||||||||
| Operating Ratios: | ||||||||||||||||||||||||
| Loss and loss adjustment expense ratio | ||||||||||||||||||||||||
| Expense ratio | ||||||||||||||||||||||||
| Combined ratio | ||||||||||||||||||||||||
(1) Other underwriting and general expenses for each segment include expenses related to compensation, vendor services, and other administrative items.
35
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Private Passenger Auto | Non-Standard Auto | Home and Farm | Crop | All Other | Total | |||||||||||||||||||
| Direct premiums earned | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assumed premiums earned | ||||||||||||||||||||||||
| Ceded premiums earned | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net premiums earned | ||||||||||||||||||||||||
| Direct losses and loss adjustment expenses | ||||||||||||||||||||||||
| Assumed losses and loss adjustment expenses | ||||||||||||||||||||||||
| Ceded losses and loss adjustment expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net losses and loss adjustment expenses | ||||||||||||||||||||||||
| Gross margin | ||||||||||||||||||||||||
| Amortization of deferred policy acquisition costs | ||||||||||||||||||||||||
| Other underwriting and general expenses (1) | ||||||||||||||||||||||||
| Underwriting and general expenses | ||||||||||||||||||||||||
| Underwriting gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Fee and other income | ||||||||||||||||||||||||
| Net investment income | ||||||||||||||||||||||||
| Net investment gains | ||||||||||||||||||||||||
| Loss before income taxes | ( | ) | ||||||||||||||||||||||
| Income tax benefit | ( | ) | ||||||||||||||||||||||
| Net loss | $ | ( | ) | |||||||||||||||||||||
| Operating Ratios: | ||||||||||||||||||||||||
| Loss and loss adjustment expense ratio | ||||||||||||||||||||||||
| Expense ratio | ||||||||||||||||||||||||
| Combined ratio | ||||||||||||||||||||||||
(1) Other underwriting and general expenses for each segment include expenses related to compensation, vendor services, and other administrative items.
36
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is intended to provide a more comprehensive review of our operating results and financial condition than can be obtained from reading the unaudited consolidated financial statements alone. Unless otherwise noted, the information in the following discussion is being presented for our continuing operations. This discussion should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in Part I, Item 1, “Financial Statements.” Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q constitutes forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” included elsewhere in this Form 10-Q. Part I, Item 1A, “Risk Factors” included in our 2024 Annual Report and Part II, Item 1A “Risk Factors” included in this Form 10-Q, should also be reviewed for a discussion of important factors that could cause actual results to differ materially from the results described, or implied by, the forward-looking statements contained herein.
All dollar amounts included in Item 2 herein, except per share data, are in thousands.
Financial Highlights
2025 Third Quarter Consolidated Results of Operations
| ● | Net loss of $1,666, or ($0.08) per share basic and ($0.08) per share diluted |
| ● | Net premiums earned of $71,905 |
| ● | Net investment income of $3,040 |
| ● | Net unfavorable prior year reserve development of $8,554 |
| ● | Underwriting loss of $6,521 |
| ● | Combined ratio of 109.1% |
| ● | Operating cash flows of ($28,511) |
2025 Third Quarter Consolidated Financial Condition
| ● | Total cash and investments of $365,238 |
| ● | Total assets of $543,815 |
| ● | Unpaid losses and loss adjustment expenses of $157,383 |
| ● | Total liabilities of $300,015 |
| ● | Shareholders’ equity of $243,800 |
37
Results of Continuing Operations
Our consolidated net loss from continuing operations was $1,666 for the three months ended September 30, 2025, compared to net loss from continuing operations of $2,705 for the three months ended September 30, 2024. Our consolidated net loss from continuing operations was $7,257 for the nine months ended September 30, 2025, compared to net loss from continuing operations of $3,248 for the nine months ended September 30, 2024.
The major components of our revenues and net loss are shown below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Net premiums earned | $ | 71,905 | $ | 83,270 | $ | 212,407 | $ | 238,323 | ||||||||
| Fee and other income | 261 | 491 | 807 | 1,590 | ||||||||||||
| Net investment income | 3,040 | 2,811 | 9,024 | 8,089 | ||||||||||||
| Net investment gains | 1,362 | 2,412 | 1,821 | 3,288 | ||||||||||||
| Total revenues | 76,568 | 88,984 | 224,059 | 251,290 | ||||||||||||
| Components of net loss: | ||||||||||||||||
| Net premiums earned | 71,905 | 83,270 | 212,407 | 238,323 | ||||||||||||
| Losses and loss adjustment expenses | 56,197 | 65,100 | 161,329 | 174,602 | ||||||||||||
| Amortization of deferred policy acquisition costs and other underwriting and general expenses | 22,229 | 27,340 | 72,163 | 80,381 | ||||||||||||
| Underwriting loss | (6,521 | ) | (9,170 | ) | (21,085 | ) | (16,660 | ) | ||||||||
| Fee and other income | 261 | 491 | 807 | 1,590 | ||||||||||||
| Net investment income | 3,040 | 2,811 | 9,024 | 8,089 | ||||||||||||
| Net investment gains | 1,362 | 2,412 | 1,821 | 3,288 | ||||||||||||
| Loss from continuing operations before income taxes | (1,858 | ) | (3,456 | ) | (9,433 | ) | (3,693 | ) | ||||||||
| Income tax benefit | (192 | ) | (751 | ) | (2,176 | ) | (445 | ) | ||||||||
| Net loss from continuing operations | $ | (1,666 | ) | $ | (2,705 | ) | $ | (7,257 | ) | $ | (3,248 | ) | ||||
Net Premiums Earned
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net premiums earned: | ||||||||||||||||
| Direct premium | $ | 81,819 | $ | 90,125 | $ | 236,523 | $ | 257,024 | ||||||||
| Assumed premium | 1,741 | 1,880 | 2,476 | 2,684 | ||||||||||||
| Ceded premium | (11,655 | ) | (8,735 | ) | (26,592 | ) | (21,385 | ) | ||||||||
| Total net premiums earned | $ | 71,905 | $ | 83,270 | $ | 212,407 | $ | 238,323 | ||||||||
Net premiums earned for the three months ended September 30, 2025, decreased $11,365, or 13.6%, compared to the three months ended September 30, 2024. Net premiums earned for the nine months ended September 30, 2025, decreased 25,916, or 10.9%, compared to the nine months ended September 30, 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net premiums earned: | ||||||||||||||||
| Private Passenger Auto | $ | 23,206 | $ | 22,612 | $ | 68,787 | $ | 67,185 | ||||||||
| Non-Standard Auto | 10,859 | 23,001 | 43,617 | 74,733 | ||||||||||||
| Home and Farm | 23,642 | 23,479 | 68,673 | 66,817 | ||||||||||||
| Crop | 10,364 | 10,885 | 20,697 | 20,315 | ||||||||||||
| All Other | 3,834 | 3,293 | 10,633 | 9,273 | ||||||||||||
| Total net premiums earned | $ | 71,905 | $ | 83,270 | $ | 212,407 | $ | 238,323 | ||||||||
38
Below are comments regarding significant changes in net premiums earned by business segment:
Private Passenger Auto – Net premiums earned for the third quarter of 2025 increased $594, or 2.6%, compared to the same period in 2024. Net premiums earned for the first nine months of 2025 increased $1,602, or 2.4% from the first nine months of 2024. Results were driven by new business growth in North Dakota as well as significant rate increases in South Dakota and Nebraska, partially offset by lower new business and retention levels in South Dakota and Nebraska as a result of underwriting actions taken.
Non-Standard Auto – Net premiums earned for the third quarter of 2025 decreased $12,142, or 52.8%, compared to the same period in 2024. Net premiums earned for the first nine months of 2025 decreased $31,116, or 41.6% from the first nine months of 2024. These decreases were driven by strategic decisions to exit Nevada and significantly reduce written premium in the Chicago market. During the third quarter we also made the strategic decision to stop writing non-standard auto business in Illinois, Arizona, and South Dakota, and existing policies will be non-renewed. We anticipate further reductions in net earned premiums over the next twelve months as a result of the decisions to run off these non-standard auto operations.
Home and Farm – Net premiums earned for the third quarter of 2025 increased $163, or 0.7%, compared to the same period in 2024. Net premiums earned for the first nine months of 2025 increased $1,856, or 2.8% from the first nine months of 2024. Results were driven by new business growth in North Dakota, rate increases, and increased insured property values, partially offset by lower retention rates and new business levels in Nebraska as a result of underwriting actions taken to improve profitability. In addition, net premiums earned for the second and third quarter of 2025 were impacted by the recognition of higher ceded premiums earned as a result of a significant catastrophe event in North Dakota during the second quarter of 2025.
Crop – Net premiums earned for the third quarter of 2025, decreased $521, or 4.8%, compared to the same period in 2024. Net premiums earned for the first nine months of 2025 increased $382, or 1.9% from the first nine months of 2024. The decrease in the third quarter of 2025 was driven by lower commodity prices compared to the prior year. The year-to-date increase was driven by the recognition of more favorable premium adjustments, related to the settlement of prior crop year claims, in the first quarter of 2025 compared to the first quarter of 2024.
All Other – Net premiums earned for the third quarter of 2025, increased $541, or 16.4%, compared to the same period in 2024. Net premiums earned for the first nine months of 2025 increased $1,360, or 14.7%, from the first nine months of 2024. Results were driven by rate increases for the North Dakota commercial and excess lines of business.
Losses and Loss Adjustment Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net losses and loss adjustment expenses: | ||||||||||||||||
| Direct losses and loss adjustment expenses | $ | 57,828 | $ | 69,692 | $ | 207,589 | $ | 184,561 | ||||||||
| Assumed losses and loss adjustment expenses | 523 | 617 | 574 | 886 | ||||||||||||
| Ceded losses and loss adjustment expenses | (2,154 | ) | (5,209 | ) | (46,834 | ) | (10,845 | ) | ||||||||
| Total net losses and loss adjustment expenses | $ | 56,197 | $ | 65,100 | $ | 161,329 | $ | 174,602 | ||||||||
Our net losses and loss adjustment expenses for the three months ended September 30, 2025, decreased $8,903, or 13.7%, compared to the three months ended September 30, 2024. Our net losses and loss adjustment expenses for the nine months ended September 30, 2025, decreased $13,273, or 7.6%, compared to the nine months ended September 30, 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net losses and loss adjustment expenses: | ||||||||||||||||
| Private Passenger Auto | $ | 14,114 | $ | 14,070 | $ | 41,309 | $ | 45,292 | ||||||||
| Non-Standard Auto | 15,380 | 20,504 | 46,777 | 56,687 | ||||||||||||
| Home and Farm | 18,556 | 22,023 | 55,355 | 56,230 | ||||||||||||
| Crop | 5,339 | 6,190 | 13,306 | 11,944 | ||||||||||||
| All Other | 2,808 | 2,313 | 4,582 | 4,449 | ||||||||||||
| Total net losses and loss adjustment expenses | $ | 56,197 | $ | 65,100 | $ | 161,329 | $ | 174,602 | ||||||||
39
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Loss and loss adjustment expense ratio: | ||||||||||||||||
| Private Passenger Auto | 60.8% | 62.2% | 60.1% | 67.4% | ||||||||||||
| Non-Standard Auto | 141.6% | 89.1% | 107.2% | 75.9% | ||||||||||||
| Home and Farm | 78.5% | 93.8% | 80.6% | 84.2% | ||||||||||||
| Crop | 51.5% | 56.9% | 64.3% | 58.8% | ||||||||||||
| All Other | 73.2% | 70.2% | 43.1% | 48.0% | ||||||||||||
| Total loss and loss adjustment expense ratio | 78.2% | 78.2% | 76.0% | 73.3% | ||||||||||||
Below are comments regarding significant changes in the net losses and loss adjustment expenses, and the net loss and loss adjustment expense ratios, by business segment:
Private Passenger Auto – The net loss and loss adjustment expense ratio decreased 1.4 percentage points and 7.3 percentage points in the three- and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. These decreases in the current year were driven by improved loss severity on physical damage claims and rate increases impacting net premiums earned.
Non-Standard Auto – The net loss and loss adjustment expense ratio increased 52.5 percentage points and 31.3 percentage points in the three- and nine-month periods ended September 30, 2025, respectively, compared to the same period in 2024. These increases were driven by higher unfavorable prior year development on liability loss reserves due to higher loss frequency and severity.
Home and Farm – The net loss and loss adjustment expense ratio decreased 15.3 percentage points and 3.6 percentage points in the three- and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. The elevated 2025 net loss and loss adjustment expense ratios were driven by losses from a significant catastrophe event in North Dakota during the second quarter of 2025 that exceeded the Company’s $20,000 retention as well as the related ceded premiums earned. Although there were no catastrophes during 2024, the net loss and loss adjustment expense ratios for the three- and nine-month periods ended September 30, 2024, were impacted by elevated non-catastrophe weather losses in North Dakota and Nebraska. Catastrophe losses, net of reinsurance, for the Home and Farm segment accounted for 29.0 percentage points of the net loss and loss adjustment expense ratio for the nine-month period ended September 30, 2025, and did not have a negative impact for the same periods in 2024.
Crop – The net loss and loss adjustment expense ratio decreased 5.4 percentage points and increased 5.5 percentage points in the three- and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. The current quarter decrease was driven by the recognition of a reduction to the anticipated loss ratio for the current crop year compared to the anticipated loss ratio remaining relatively flat in the prior year. The year-to-date increase was driven by higher crop hail losses in the current year compared to the prior year.
All Other – The net loss and loss adjustment expense ratio increased 3.0 percentage points and decreased 4.9 percentage points in the three- and nine-month period ended September 30, 2025, compared to the same period in 2024. The current quarter increase was driven by unfavorable development for commercial property losses related to the significant catastrophe event in North Dakota during the second quarter of 2025. The year-to-date decrease was driven by favorable loss development related to the continued run-off of our participation in an assumed domestic and international reinsurance pool of business.
Underwriting and General Expenses and Expense Ratio
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Underwriting and general expenses: | ||||||||||||||||
| Amortization of deferred policy acquisition costs | $ | 13,725 | $ | 17,616 | $ | 46,627 | $ | 53,723 | ||||||||
| Other underwriting and general expenses | 8,504 | 9,724 | 25,536 | 26,658 | ||||||||||||
| Total underwriting and general expenses | 22,229 | 27,340 | 72,163 | 80,381 | ||||||||||||
| Expense Ratio | 30.9% | 32.8% | 34.0% | 33.7% | ||||||||||||
The expense ratio is calculated by dividing other underwriting and general expenses and amortization of deferred policy acquisition costs by net premiums earned. The expense ratio measures a company’s operational efficiency in producing, underwriting, and administering its insurance business. The overall expense ratio decreased 1.9 percentage points and increased 0.3 percentage points in the three-and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. The decrease in the amortization of deferred policy acquisition costs is due to lower deferrable costs resulting from the strategic reduction in premium for the Non-Standard Auto segment, which generally pays higher agent commissions than our other segments. Other underwriting and general expenses are generally consistent year-over-year, with the elevated expenses during the third quarter of 2024 being the result of the costs associated with the execution of an executive separation agreement.
40
Underwriting Gain (Loss) and Combined Ratio
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Underwriting gain (loss): | ||||||||||||||||
| Private Passenger Auto | $ | 2,527 | $ | 1,072 | $ | 6,144 | $ | 566 | ||||||||
| Non-Standard Auto | (9,464 | ) | (7,830 | ) | (22,828 | ) | (12,846 | ) | ||||||||
| Home and Farm | (2,751 | ) | (6,162 | ) | (10,814 | ) | (10,974 | ) | ||||||||
| Crop | 3,287 | 2,912 | 4,013 | 4,877 | ||||||||||||
| All Other | (120 | ) | 838 | 2,400 | 1,717 | |||||||||||
| Total underwriting loss | $ | (6,521 | ) | $ | (9,170 | ) | $ | (21,085 | ) | $ | (16,660 | ) | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Combined ratio: | ||||||||||||||||
| Private Passenger Auto | 89.1% | 95.2% | 91.1% | 99.1% | ||||||||||||
| Non-Standard Auto | 187.1% | 134.0% | 152.3% | 117.2% | ||||||||||||
| Home and Farm | 111.6% | 126.2% | 115.7% | 116.5% | ||||||||||||
| Crop | 68.3% | 73.3% | 80.6% | 76.0% | ||||||||||||
| All Other | 103.1% | 74.5% | 77.4% | 81.5% | ||||||||||||
| Combined ratio | 109.1% | 111.0% | 110.0% | 107.0% | ||||||||||||
Underwriting gain (loss) measures the pre-tax profitability of our insurance operations. It is derived by subtracting losses and loss adjustment expenses, amortization of deferred policy acquisition costs, and other underwriting and general expenses from net premiums earned. The combined ratio represents the sum of these losses and expenses as a percentage of net premiums earned and measures our overall underwriting profit.
The total underwriting loss decreased $2,649 for the three-month period ended September 30, 2025, compared to the same period in 2024. The total underwriting loss increased $4,425 for the nine-month period ended September 30, 2025, compared to the same period in 2024. These results were driven by the factors discussed in the Loss and Loss Adjustment Expenses as well as the Underwriting and General Expenses and Expense Ratio sections above.
The overall combined ratio decreased 1.9 percentage points in the three-month period ended September 30, 2025, compared to the same period in 2024. The overall combined ratio increased 3.0 percentage points in the nine-month period ended September 30, 2025, compared to the same period in 2024. These results were driven by the factors discussed in the Loss and Loss Adjustment Expenses as well as the Underwriting and General Expenses and Expense Ratio sections above.
Fee and Other Income
We had fee and other income of $261 and $807 for the three and nine months ended September 30, 2025, respectively, compared to $491 and $1,590 for the three and nine months ended September 30, 2024, respectively. These decreases were driven by strategic reductions in the premiums that generate fee income and write-offs of uncollectable premiums receivable.
41
Net Investment Income
The following table shows our average cash and invested assets, net investment income, and return on average cash and invested assets for the reported periods for continuing operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Average cash and invested assets | $ | 385,668 | $ | 376,594 | $ | 388,833 | $ | 367,614 | ||||||||
| Net investment income | $ | 3,040 | $ | 2,811 | $ | 9,024 | $ | 8,089 | ||||||||
| Gross return on average cash and invested assets | 4.0% | 3.9% | 4.0% | 3.9% | ||||||||||||
| Net return on average cash and invested assets | 3.2% | 3.0% | 3.1% | 2.9% | ||||||||||||
Net investment income increased $229 for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. Net investment income increased $935 for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. These increases were primarily driven by the higher interest rate environment which resulted in higher reinvestment rates in our fixed income portfolio.
Gross and net return on average cash and invested assets increased year-over-year, primarily driven by the favorable interest rate environment that resulted in higher net investment income on an increased average fixed income securities balance (measured at fair value), partially offset by lower interest rates in the current year periods for cash and cash equivalents. The increase in average cash and invested assets was driven by changes in the fair value of fixed income securities due to the interest rate environment as well as positive operating cash flows during the first six months of 2025.
Net Investment Gains
Net investment gains consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Gross realized gains | $ | 1,151 | $ | 272 | $ | 1,900 | $ | 662 | ||||||||
| Gross realized losses, excluding credit impairment losses | (340 | ) | (227 | ) | (656 | ) | (699 | ) | ||||||||
| Net realized gains (losses) | 811 | 45 | 1,244 | (37 | ) | |||||||||||
| Change in net unrealized gains on equity securities | 551 | 2,367 | 577 | 3,325 | ||||||||||||
| Net investment gains | $ | 1,362 | $ | 2,412 | $ | 1,821 | $ | 3,288 | ||||||||
We had net realized gains of $811 and $1,244 for the three and nine months ended September 30, 2025, respectively, compared to net realized gains of $45 and losses of $37 for the three and nine months ended September 30, 2024, respectively. The elevated net realized gains in the nine months ended September 30, 2025, were driven by sales of equity securities that were executed as part of the strategic management of our investment portfolio. No credit impairment losses were reported during any of the periods presented.
We experienced an increase of $551 and $577 in net unrealized gains on equity securities during the three and nine months ended September 30, 2025, respectively. We experienced an increase in net unrealized gains on equity securities of $2,367 and $3,325 during the three and nine months ended September 30, 2024, respectively. These results were driven by the impact of changes in fair value attributable to overall favorable equity markets during those periods.
Our fixed income securities are classified as available for sale because we will, from time to time, execute sales of securities that are not impaired, consistent with our investment goals and policies. The fixed income portion of the portfolio experienced net unrealized gains of $3,895 and $8,677 during the three and nine months ended September 30, 2025, respectively, compared to net unrealized gains of $11,138 and $8,848 during the three and nine months ended September 30, 2024, respectively. The changes were primarily the result of changes in U.S. interest rates. The change in the fair value of fixed income securities is not reflected in net income; rather it is reflected as a separate component (net of income taxes) of other comprehensive income.
Income (Loss) before Income Taxes
For the three months ended September 30, 2025, we had a pre-tax loss of $1,858 compared to a pre-tax loss of $3,456 for the three months ended September 30, 2024. The year-over-year change was largely attributable to lower levels of non-catastrophe weather losses, improved loss experience for Private Passenger Auto, and higher net investment income in the current year, partially offset by lower net investment gains and higher unfavorable prior year loss reserve development for Non-Standard Auto.
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For the nine months ended September 30, 2025, we had a pre-tax loss of $9,433 compared to pre-tax loss of $3,693 for the nine months ended September 30, 2024. The year-over-year change was largely attributable to the catastrophe losses for Home and Farm in North Dakota, lower net investment gains, and unfavorable prior year loss reserve development for Non-Standard Auto, partially offset by lower levels of non-catastrophe weather losses, improved loss experience for Private Passenger Auto, and higher net investment income.
Income Tax Expense (Benefit)
We recorded an income tax benefit of $192 for the three months ended September 30, 2025, compared to an income tax benefit of $751 for the three months ended September 30, 2024. Our effective tax rate for the third quarter of 2025 was 10.3% compared to an effective tax rate of 21.7% for the third quarter of 2024.
We recorded an income tax benefit of $2,176 for the nine months ended September 30, 2025, compared to income tax benefit of $445 for the nine months ended September 30, 2024. Our effective tax rate for the first nine months of 2025 was 23.1% compared to an effective tax rate (excluding tax effects relates to the loss on sale of Westminster) of 12.0% for the first nine months of 2024. The effective tax rate for the first nine months of 2025 and 2024 were impacted by changes in our valuation allowances against deferred income tax assets.
Net Income (Loss)
For the three months ended September 30, 2025, we had a net loss of $1,666 compared to net loss of $2,705 for the three months ended September 30, 2024. The year-over-year change was largely attributable to lower levels of non-catastrophe weather losses, improved loss experience for Private Passenger Auto, and higher net investment income in the current year, partially offset by lower net investment gains and higher unfavorable prior year loss reserve development for Non-Standard Auto.
For the nine months ended September 30, 2025, we had a net loss of $7,257 compared to net loss of $3,248 for the nine months ended September 30, 2024. The year-over-year change was largely attributable to the catastrophe losses for Home and Farm in North Dakota, lower net investment gains, and unfavorable prior year loss reserve development for Non-Standard Auto, partially offset by lower levels of non-catastrophe weather losses, improved loss experience for Private Passenger Auto, and higher net investment income.
Return on Average Equity
For the three months ended September 30, 2025, we had annualized return on average equity of (2.7)% compared to (4.5)% for the three months ended September 30, 2024.
For the nine months ended September 30, 2025, we had annualized return on average equity of (4.0)% compared to (1.9)% for the nine months ended September 30, 2024.
Average equity is calculated as the average between beginning and ending equity for the period.
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Critical Accounting Policies
The preparation of financial statements in accordance with GAAP requires both the use of estimates and judgment relative to the application of appropriate accounting policies. We are required to make estimates and assumptions in certain circumstances that affect amounts reported in the unaudited consolidated financial statements and related footnotes. We evaluate these estimates and assumptions on an ongoing basis based on historical developments, market conditions, industry trends, and other information that we believe to be reasonable under the circumstances. There can be no assurance that actual results will conform to these estimates and assumptions or that reported results of operations will not be materially and adversely affected by the need to make accounting adjustments to reflect changes in these estimates and assumptions from time to time. Our critical accounting policies are more fully described in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2024 Annual Report. There have been no changes in our critical accounting policies from December 31, 2024.
Liquidity and Capital Resources
We expect to generate sufficient funds from our operations and maintain a high degree of liquidity in our investment portfolio to meet the demands of claim settlements and operating expenses for the foreseeable future. Our primary sources of funds are premium collections, investment earnings, and fixed income maturities.
We also have a $3,000 line of credit with Wells Fargo Bank, N.A. The terms of the line of credit include a floating interest rate of 2.50% above the daily simple secured overnight financing rate. There were no outstanding amounts during the nine months ended September 30, 2025, or the year ended December 31, 2024. This line of credit is scheduled to expire on December 13, 2025.
The change in cash and cash equivalents for continuing and discontinued operations for the nine months ended September 30, 2025 and 2024, were as follows:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash flows from operating activities | $ | (28,511 | ) | $ | 16,780 | |||
| Net cash flows from investing activities | 3,621 | 5,327 | ||||||
| Net cash flows from financing activities | (1,387 | ) | (3,613 | ) | ||||
| Net change in cash and cash equivalents | $ | (26,277 | ) | $ | 18,494 | |||
For the nine months ended September 30, 2025, net cash used by operating activities totaled $28,511 compared to net cash provided of $16,780 a year ago. This change was primarily driven by lower levels of premium collections in the current year, partially offset by lower levels of loss and loss adjustment payments in the current year.
For the nine months ended September 30, 2025, net cash provided by investing activities totaled $3,621 compared to $5,327 a year ago. The net cash provided in the current year was driven by cash inflows from net sales of equity and fixed income securities. The net cash provided in the prior year was attributable to the proceeds from the sale of Westminster and Westminster’s net cash provided by investing activities, partially offset by cash outflows for net purchases of fixed income securities.
For the nine months ended September 30, 2025, net cash used by financing activities totaled $1,387 compared to $3,613 a year ago. The net cash used in the current year was driven by cash outflows for share repurchases. The net cash used in the prior year was attributable to pooling payments, partially offset by Westminster’s net cash provided by financing activities.
As a holding company, a principal source of long-term liquidity will be dividend payments from our directly-owned subsidiaries.
Nodak Insurance is restricted by the insurance laws of North Dakota as to the amount of dividends or other distributions it may pay to NI Holdings. North Dakota law sets the maximum amount of dividends that may be paid by Nodak Insurance during any twelve-month period after notice to, but without prior approval of, the North Dakota Insurance Department. This amount cannot exceed the lesser of (i) 10% of the Company’s surplus as regards policyholders as of the preceding December 31, or (ii) the Company’s statutory net income for the preceding calendar year (excluding realized investment gains), less any prior dividends paid during such twelve-month period. In addition, any insurance company other than a life insurance company may carry forward net income from the preceding two calendar years, not including realized investment gains, less any dividends actually paid during those two calendar years. Dividends in excess of this amount are considered “extraordinary” and are subject to the approval of the North Dakota Insurance Department.
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The amount available for payment of dividends from Nodak Insurance to NI Holdings during 2025 without the prior approval of the North Dakota Insurance Department is approximately $8,273 as of December 31, 2024. No dividends were declared or paid by Nodak Insurance during the nine months ended September 30, 2025, or the year ended December 31, 2024.
The amount available for payment of dividends from Direct Auto to NI Holdings during 2025 without the prior approval of the North Dakota Insurance Department is approximately $3,146 as of December 31, 2024. No dividends were declared or paid by Direct Auto during the nine months ended September 30, 2025, or the year ended December 31, 2024.
Prior to the payment of any dividend, we will be required to provide notice of the dividend to the North Dakota Insurance Department. This notice must be provided to the North Dakota Insurance Department 30 days prior to the payment of an extraordinary dividend and 10 days prior to the payment of an ordinary dividend. The North Dakota Insurance Department has the power to limit or prohibit dividend payments if an insurance company is in violation of any law or regulation. These restrictions or any subsequently imposed restrictions may affect our future liquidity.
Westminster was sold on June 30, 2024, and therefore no dividends are available to be paid to NI Holdings subsequent to that date. No dividends were declared or paid by Westminster during the year ended December 31, 2024. See Part I, Item 1, Note 19 “Discontinued Operations” of this Form 10-Q for additional information.
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Item 3. - Quantitative and Qualitative Disclosures about Market Risk
The Company’s assessment of market risk as of September 30, 2025, indicates there have been no material changes in the quantitative and qualitative disclosures from those in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2024 Annual Report.
Item 4. - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and that such material information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
In the ordinary course of business, we periodically review our system of internal control over financial reporting to identify opportunities to improve our controls and increase efficiency, while ensuring that we maintain an effective internal control environment. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part
II. -
OTHER INFORMATION
Item 1. - Legal Proceedings
We are party to litigation in the normal course of business. Based upon information presently available to us, we do not consider any litigation to be material. However, given the inherent uncertainties of litigation, we cannot assure you that our results of operations and financial condition will not be materially adversely affected by any litigation.
Item 1A. - Risk Factors
There have been no material changes in our assessment of our risk factors from those set forth in Part I, Item 1A, “Risk Factors” in our 2024 Annual Report, except as indicated below:
Strategic decisions may not achieve their intended benefits, may be based on incomplete or inaccurate information, or may not be implemented in a timely manner, which could adversely affect our results of operations.
From time to time, we evaluate and adjust our business strategies in response to changes in market conditions, underwriting results, competitive dynamics, regulatory developments, and other factors. For example, we recently determined to cease writing new policies and non-renew existing policies in our Non-Standard Auto segment. Strategic decisions such as these are based on information, estimates, and assumptions available to us at the time they are made. However, such information may prove to be inaccurate or incomplete, and the anticipated benefits of these actions, such as improved underwriting performance, reduced volatility, or more efficient capital allocation, may not be realized as expected, or at all.
In addition, there can be significant timing and execution risks associated with strategic changes. Our decision-making and implementation processes may take longer than anticipated, or we may not identify needed changes on a timely basis. While we evaluate and execute strategic adjustments, our business operations may experience disruption, our relationships with agents, policyholders, or reinsurers may be adversely affected, and our overall financial results may be negatively impacted. Furthermore, no longer writing a line of business may result in short-term declines in premium volume, increased expense ratios, or other unforeseen consequences that could negatively impact our results of operations and financial condition.
Trade policies, including tariffs, could adversely impact our financial condition and operating results.
We maintain reserves to cover estimated unpaid losses and expenses necessary to settle claims. The reserves for losses and loss adjustment expenses that we have established are estimates of amounts needed to pay reported and unreported claims and related expenses, based on facts and circumstances known to us at the time we established the reserves. Reserves are actuarially projected based on historical claims information, industry statistics, anticipated trends, and other factors. Changes in U.S. trade policy, including recently announced tariffs, could have a material adverse impact on our business, financial condition, and results of operations. The imposition of new tariffs or increases in existing tariffs on goods imported from other countries could result in increased costs for raw materials, components, or finished goods and adversely impact loss severity. In addition, tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation, and diminished expectations for the economy. Such conditions could have a material adverse impact on our business, results of operations and cash flows. We are unable to predict the ultimate result and duration of any tariff actions by the U.S. government or countermeasures that may be taken by other nations.
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Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds
All dollar amounts included in Item 2 herein, except per share data, are in thousands.
The Company has not sold any unregistered securities within the past three years.
From time to time, the Company may repurchase its own stock.
On May 9, 2022, our Board of Directors approved an authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock. During the year ended December 31, 2022, we completed the repurchase of 54,223 shares of our common stock for $734 under this authorization. During the year ended December 31, 2023, we repurchased an additional 548,549 shares of our common stock for $7,278, including the effect from applicable excise taxes. During the year ended December 31, 2024, we did not repurchase any shares of our common stock. During the nine months ended September 30, 2025, we completed the repurchase of 87,199 shares of our common stock for $1,156, including the effect from applicable excise taxes.
On August 25, 2025, our Board of Directors approved an authorization for the repurchase of up to approximately $5,000 of the Company’s outstanding common stock in addition to the $900 remaining from the May 9, 2022, repurchase authorization as of September 30, 2025. No shares were repurchased as part of the August 25, 2025, authorization during the nine months ended September 30, 2025.
Share repurchase activity during the three months ended September 30, 2025, is presented below:
| Period in 2025 | Total Number of Shares Purchased | Average Price Paid Per Share (3) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (2) (in thousands) | ||||||||||||
| July 1-31, 2025 | 38,021 | $ | 13.18 | 38,021 | $ | 1,551 | ||||||||||
| August 1-31, 2025 | 28,091 | 12.88 | 28,091 | 6,189 | ||||||||||||
| September 1-30, 2025 | 21,087 | 13.63 | 21,087 | 5,900 | ||||||||||||
| Total | 87,199 | $ | 13.19 | 87,199 | $ | 5,900 | ||||||||||
| (1) | Shares purchased pursuant to the May 9, 2022, publicly announced share repurchase authorization of up to approximately $10,000 of the Company’s outstanding common stock. |
| (2) | Maximum dollar value of shares that may yet be purchased consist of up to approximately $900 under the May 9, 2022, publicly announced share repurchase authorization and up to approximately $5,000 under the August 25, 2025, publicly announced share repurchase authorization. |
| (3) | The Inflation Reduction Act of 2022 imposed a 1% excise tax on the net value of certain share repurchases made after December 31, 2022. All dollar amounts presented exclude such excise taxes, as applicable. |
Item 3. - Defaults upon Senior Securities
Not Applicable
Item 4. - Mine Safety Disclosures
Not Applicable
Item 5. - Other Information
10b5-1 Trading Plans
During the third quarter
of 2025, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act)
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Item 6. - Exhibits
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32** | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS*** | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Linkbase Document |
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
| *** | Inline XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 7, 2025.
|
NI HOLDINGS, INC.
| |
| /s/ Cindy L. Launer | |
| Cindy L. Launer | |
|
President and Chief Executive Officer (Principal Executive Officer) | |
| /s/ Matthew J. Maki | |
| Matthew J. Maki | |
|
Chief Financial Officer (Principal Financial Officer) | |
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