Stewart Information Services Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 12, 2025 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 10, 2025, Stewart Information Services Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters listed on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 1,900,000 shares of common stock, par value $1.00 (“Common Stock”), in a registered public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-292051) (the “Shelf Registration Statement”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 285,000 shares of Common Stock (the “Option”). On December 11, 2025, the Underwriters exercised in full the Option. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A specimen certificate for the Common Stock is included as Exhibit 4.1 to this Current Report on Form 8-K and is also incorporated herein by reference.
On December 12, 2025, the Company closed the Offering, including the shares of Common Stock issuable pursuant to the Option.
| Item 7.01 | Regulation FD Disclosure. |
On December 10, 2025, the Company’s wholly owned subsidiary, SISCO Holdings, LLC, completed its previously announced acquisition of the mortgage services of Mortgage Contracting Services, a property preservation services provider, for a cash purchase price of $330 million.
| Item 8.01 | Other Events. |
The Offering was made pursuant to the Shelf Registration Statement. The legal opinion of Davis Polk & Wardwell LLP relating to the Common Stock sold pursuant to the Underwriting Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
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.
| STEWART INFORMATION SERVICES CORPORATION (Registrant) | ||||
| By: | /s/ David C. Hisey | |||
| David C. Hisey, Chief Financial Officer and Treasurer | ||||
Date: December 12, 2025