INVESTORS TITLE CO 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. The Company’s disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met. Pursuant to Rule 13a-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022 to provide reasonable assurance that the objectives of disclosure controls and procedures are met. Changes in Internal Control Over Financial Reporting During the quarter ended December 31, 2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Reports of Management and Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Management has assessed, and the Company’s independent registered public accounting firm, FORVIS LLP, has audited, the Company’s internal control over financial reporting as of December 31, 2022. The reports of management and FORVIS LLP thereon are included in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein. ITEM 9B. OTHER INFORMATION There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year that has not been reported. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 72 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information called for by this item is incorporated by reference to the material under the captions “Proposals Requiring Your Vote – Proposal 1 – Election of Directors,” “Corporate Governance – Board of Directors and Committees – The Audit Committee” and “Corporate Governance – Code of Business Conduct and Ethics” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2023, to be filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the year ended December 31, 2022 (the “2023 Proxy Statement”). Other information with respect to the executive officers of the Company is included at the end of Part I of this Annual Report on Form 10-K under the separate caption “Executive Officers of the Company.” ITEM 11. EXECUTIVE COMPENSATION The information called for by this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in the 2023 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information pertaining to securities ownership of certain beneficial owners and management is set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the 2023 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K. The following table provides information about the Company’s compensation plans under which equity securities are authorized for issuance as of December 31, 2022. The Company does not have any equity compensation plans that have not been approved by its shareholders. Equity Compensation Plan Information (unrounded) Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Equity compensation plans approved by shareholders 39,125 (a) $ 159.39 217,500 (b) Equity compensation plans not approved by shareholders — — — Total 39,125 $ 159.39 217,500 (a) Includes 11,250 shares issuable upon exercise of outstanding stock appreciation rights (“SARs”) under the 2009 Stock Appreciation Rights Plan (the “2009 Plan”), and 27,875 shares issuable upon exercise of SARs under the 2019 Stock Appreciation Rights Plan (the “2019 Plan”). (b) Includes shares remaining for future issuance under the 2019 Plan. The 2009 Plan expired in March 2019. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the 2023 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information pertaining to principal accountant fees and services is set forth under the caption “Proposals Requiring Your Vote – Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2023 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K. 73 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following financial statements are filed under Item 8 of this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm (PCAOB ID: 686 ) Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022 and 2021 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022 and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules The following is a list of financial statement schedules filed as part of this Form 10-K Annual Report: Schedule Number Description I Summary of Investments – Other Than Investments in Related Parties II Condensed Financial Information of Registrant III Supplementary Insurance Information IV Reinsurance V Valuation and Qualifying Accounts All other schedules are omitted, as the required information either is not applicable, is not required, or is presented in the accompanying Consolidated Financial Statements or the notes thereto. (a)(3) Exhibits The following exhibits are filed as part of this Annual Report on Form 10-K are incorporated herein by reference. 74 INDEX TO EXHIBITS Exhibit Number Description Location 3.1(a) Articles of Incorporation dated January 22, 1973 Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No. 333-161209 3.1(b) Articles of Amendment to the Articles of Incorporation, dated February 8, 1973 Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No. 333-161209 3.1(c) Articles of Amendment to Articles of Incorporation, dated May 14, 1987 Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No. 333-161209 3.1(d) Articles of Amendment to Articles of Incorporation, dated May 15, 2002 Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No. 11774 3.1(e) Articles of Amendment to Articles of Incorporation, dated November 12, 2002 Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No. 11774 3.1(f) Articles of Amendment to Articles of Incorporation, dated October 31, 2012 Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on October 31, 2012, File No. 11774 3.2 Amended and Restated By-laws, dated November 9, 2020 Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 9, 2020, File No. 11774 4.1 Description of the Company’s Securities Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2019, File No. 11774 4.2 Amended and Restated Rights Agreement , dated October 31, 2012, between the Company and Broadridge Issuer Solutions, Inc., as Rights Agent Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 2, 2012, File No. 11774 4.3 Amended and Restated Rights Agreement, dated September 30, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 3, 2022, File No. 11774 10.1* Amended and Restated Employment Agreement effective January 1, 2009 for J. Allen Fine Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 2008, File No. 11774 10.2* Amended and Restated Employment Agreement effective January 1, 2009 for James A. Fine, Jr. Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2008, File No. 11774 10.3* Amended and Restated Employment Agreement effective January 1, 2009 for W. Morris Fine Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 2008, File No. 11774 10.4* Amended and Restated Death Benefit Plan Agreement effective January 1, 2021 for J. Allen Fine Incorporated by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 2020, File No. 11774 10.5* Amended and Restated Death Benefit Plan Agreement effective January 1, 2009 for James A. Fine, Jr. Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2008, File No. 11774 10.6* Death Benefit Plan Agreement effective January 1, 2009 for W. Morris Fine Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2008, File No. 11774 10.7* Amended and Restated Nonqualified Deferred Compensation Plan effective January 1, 2009 Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2008, File No. 11774 10.8* Amended and Restated Nonqualified Supplemental Retirement Benefit Plan effective January 1, 2009 Incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2008, File No. 11774 75 10.9(a)* 2009 Stock Appreciation Right Plan effective March 2, 2009 Incorporated by reference to Appendix A to the Proxy Statement dated May 26, 2009, File No. 11774 10.9(b)* Form of Stock Appreciation Rights Agreement under 2009 Stock Appreciation Right Plan Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2011, File No. 11774 10.10(a)* 2019 Stock Appreciation Rights Plan effective March 11, 2019 Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on May 15, 2019, File No. 333-231486 10.10(b)* Form of Stock Appreciation Rights Agreement under 2019 Stock Appreciation Right Plan Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 16, 2019, File No. 11774 10.11* Summary of Non-Employee Director Compensation Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2019, File No. 11774 10.12* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated May 4, 2022 Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 10.13* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated May 4, 2022 Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 10.14* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated May 4, 2022 Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 10.15* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated May 4, 2022 Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 10.16* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated May 4, 2022 Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 10.17* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated May 4, 2022 Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774 16.1 Letter, dated June 7, 2022, from FORVIS, LLP to the U.S. Securities and Exchange Commission Incorporated by reference to Exhibit 16.1 to Form 8-K filed on June 7, 2022 , File No. 11774 21 Subsidiaries of Registrant Filed herewith 23 Consent of Independent Registered Public Accounting Firm Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 101.INS 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) Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 76 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith * Management contract or compensatory plan or arrangement 77 SCHEDULE I INVESTORS TITLE COMPANY AND SUBSIDIARIES SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES AS OF DECEMBER 31, 2022 Type of Investment (in thousands) Cost (1) Market Value Amount at which shown in the Balance Sheet (3) Fixed maturity securities: Government obligations $ 4,329 $ 4,322 $ 4,322 General obligations of U.S. states, territories and political subdivisions 8,360 8,346 8,346 Special revenue issuer obligations of U.S. states, territories and political subdivisions 22,508 22,497 22,497 Public utilities 7,816 7,713 7,713 Corporate debt securities 10,762 11,111 11,111 Total fixed maturity securities 53,775 53,989 53,989 Equity securities: Common stocks: Public utilities 606 760 760 Banks, trusts and insurance companies 2,834 5,761 5,761 Industrial, miscellaneous and all other 20,160 39,495 39,495 Technology 1,678 5,675 5,675 Total equity securities 25,278 51,691 51,691 Other investments: Short-term investments 103,649 103,649 103,649 Other investments (2) 16,207 16,207 16,207 Total other investments 119,856 119,856 119,856 Total investments (2) $ 198,909 $ 225,536 $ 225,536 (1) Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost. (2) The above summary of investments does not include investments in related parties accounted for under the equity method or the measurement alternative methods of accounting in the amount of $ 2,161 . (3) All fixed maturity securities presented are classified as available-for-sale and shown at estimated fair value. Equity securities are shown at fair value. 78 SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS AS OF DECEMBER 31, 2022 AND 2021 (in thousands) 2022 2021 Assets Cash and cash equivalents $ 3,450 $ 584 Fixed maturity securities, available-for-sale, at fair value 5,900 2,222 Equity securities, at fair value 325 5,946 Short-term investments 64,832 23,637 Investments in affiliated companies 159,700 188,698 Other investments 6,703 7,840 Prepaid expenses and other receivables 3,864 5,113 Current income taxes receivable 2,799 — Accrued interest and dividends 185 32 Property, net 1,691 1,665 Total Assets $ 249,449 $ 235,737 Liabilities and Shareholders’ Equity Liabilities: Accounts payable and accrued liabilities $ 7,726 $ 4,514 Current income taxes payable — 433 Deferred income taxes, net 712 1,703 Total liabilities 8,438 6,650 Shareholders’ Equity: Preferred stock ( 1,000 authorized shares; no shares issued) — — Common stock – no par value ( 10,000 authorized shares; 1,897 and 1,895 shares issued and outstanding as of December 31, 2022 and 2021, respectively, excluding in each period 292 shares of common stock held by the Company) — — Retained earnings 240,811 225,861 Accumulated other comprehensive income 200 3,226 Total shareholders’ equity 241,011 229,087 Total Liabilities and Shareholders’ Equity $ 249,449 $ 235,737 Refer to the Notes to Condensed Financial Statements. 79 SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands, except per share amounts) 2022 2021 Revenues: Interest and dividends $ 990 $ 376 Net realized investment gains 2,680 1,050 Changes in the estimated fair value of equity security investments ( 3,419 ) 1,182 Rental income 869 734 Gain on disposals of property — 3,937 Miscellaneous income 305 2,015 Total Revenues 1,425 9,294 Operating Expenses: Personnel expenses 947 1,039 Office and technology expenses 447 407 Other expenses 936 882 Total Operating Expenses 2,330 2,328 Equity in Net Income of Affiliated Companies 24,584 61,372 Income before Income Taxes 23,679 68,338 (Benefit) Provision for Income Taxes ( 224 ) 1,318 Net Income $ 23,903 $ 67,020 Basic Earnings per Common Share $ 12.60 $ 35.38 Weighted Average Shares Outstanding – Basic 1,897 1,894 Diluted Earnings per Common Share $ 12.59 $ 35.28 Weighted Average Shares Outstanding – Diluted 1,898 1,900 Refer to the Notes to Condensed Financial Statements. 80 SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands) 2022 2021 Operating Activities Net income $ 23,903 $ 67,020 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net earnings of subsidiaries ( 24,584 ) ( 61,372 ) Depreciation 115 110 Amortization, net ( 272 ) ( 51 ) Share-based compensation expense related to stock appreciation rights 362 299 Net realized gains on disposal of property — ( 3,937 ) Net realized gains on securities ( 3,076 ) ( 92 ) Net realized losses (gains) on other investments 396 ( 958 ) Changes in the estimated fair value of equity security investments 3,419 ( 1,182 ) Net losses (earnings) from other investments 11 ( 238 ) (Benefit) provision for deferred income taxes ( 927 ) 1,214 Decrease (increase) in receivables 1,249 ( 2,660 ) (Increase) decrease in current income taxes receivable ( 2,799 ) 2,487 (Increase) decrease in other assets ( 153 ) 175 (Decrease) increase in current income taxes payable ( 433 ) 433 Increase in accounts payable and accrued liabilities 3,212 2,201 Net cash provided by operating activities 423 3,449 Investing Activities Dividends received from subsidiaries 55,643 30,651 Purchases of fixed maturity and equity securities ( 3,851 ) ( 631 ) Purchases of short-term securities ( 64,513 ) ( 21,345 ) Purchases of and net earnings from other investments ( 46 ) ( 5,050 ) Proceeds from sales and maturities of fixed maturity and equity securities 5,278 25,512 Proceeds from sales and maturities of short-term securities 23,487 3,028 Proceeds from sales and distributions of other investments 776 1,651 Proceeds from sales of other assets — 958 Purchases of property ( 201 ) — Proceeds from disposals of property 60 4,585 Net cash provided by investing activities 16,633 39,359 Financing Activities Repurchases of common stock ( 133 ) — Exercise of stock appreciation rights ( 1 ) ( 1 ) Capital contribution to subsidiaries ( 4,875 ) ( 8,350 ) Dividends paid ( 9,181 ) ( 37,553 ) Net cash used in financing activities ( 14,190 ) ( 45,904 ) Net Increase (Decrease) in Cash and Cash Equivalents 2,866 ( 3,096 ) Cash and Cash Equivalents, Beginning of Period 584 3,680 Cash and Cash Equivalents, End of Period $ 3,450 $ 584 Supplemental Disclosures: Income tax payments, net $ 15,186 $ 10,156 Refer to the Notes to Condensed Financial Statements. 81 SCHEDULE II INVESTORS TITLE COMPANY (PARENT COMPANY) CONDENSED FINANCIAL INFORMATION OF REGISTRANT NOTES TO THE CONDENSED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands) 1. The accompanying Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto of Investors Title Company and Subsidiaries. 2. Cash dividends paid to Investors Title Company by its wholly owned subsidiaries were as follows: Subsidiaries 2022 2021 Investors Title Insurance Company, net* $ 48,243 $ 28,401 Investors Title Exchange Corporation 4,300 1,350 Investors Title Accommodation Corporation 100 50 Investors Trust Company 400 500 Investors Title Commercial Agency, LLC 2,600 350 Total $ 55,643 $ 30,651 * Total dividends of $ 49,655 and $ 34,182 paid to the Parent Company in 2022 and 2021, respectively, netted with dividends of $ 1,412 and $ 5,781 received from the Parent Company in 2022 and 2021, respectively. 82 SCHEDULE III INVESTORS TITLE COMPANY AND SUBSIDIARIES SUPPLEMENTARY INSURANCE INFORMATION FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Segment Deferred Policy Acquisition Cost Future Policy Benefits, Losses, Claims and Loss Expenses Unearned Premiums Other Policy Claims and Benefits Payable Premium Revenue Net Investment Income Benefits, Claims, Losses and Settlement Expenses Amortization of Deferred Policy Acquisition Costs Other Operating Expenses Premiums Written Year Ended December 31, 2022 (in thousands) Title Insurance $ — $ 37,192 $ — $ 1,491 $ 248,632 $ ( 9,333 ) $ 4,255 $ — $ 238,025 N/A All Other — — — — — ( 3,028 ) — — 11,004 N/A $ — $ 37,192 $ — $ 1,491 $ 248,632 $ ( 12,361 ) $ 4,255 $ — $ 249,029 N/A Year Ended December 31, 2021 (in thousands) Title Insurance $ — $ 36,754 $ — $ 2,215 $ 273,885 $ 21,461 $ 5,686 $ — $ 228,887 N/A All Other — — — — — 4,166 — — 9,993 N/A $ — $ 36,754 $ — $ 2,215 $ 273,885 $ 25,627 $ 5,686 $ — $ 238,880 N/A 83 SCHEDULE IV INVESTORS TITLE COMPANY AND SUBSIDIARIES REINSURANCE FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentages of Amount Assumed to Net Year Ended December 31, 2022 (in thousands) Title Insurance $ 249,450 $ 818 $ — $ 248,632 — % Year Ended December 31, 2021 (in thousands) Title Insurance $ 274,403 $ 518 $ — $ 273,885 — % 84 SCHEDULE V INVESTORS TITLE COMPANY AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Description Balance at Beginning of Period Additions Charged to Costs and Expenses Additions Charged to Other Accounts – Describe Deductions – Describe Balance at End of Period 2022 (in thousands) Premiums receivable: Valuation provision $ 190 $ 508 $ — $ ( 539 ) (a) $ 159 Reserves for claims $ 36,754 $ 4,255 $ — $ ( 3,817 ) (b) $ 37,192 2021 (in thousands) Premiums receivable: Valuation provision $ 173 $ 264 $ — $ ( 247 ) (a) $ 190 Reserves for claims $ 33,584 $ 5,686 $ — $ ( 2,516 ) (b) $ 36,754 (a) Canceled premiums (b) Payments of claims, net of recoveries 85 ITEM 16. FORM 10-K SUMMARY None 86 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. INVESTORS TITLE COMPANY (Registrant) By: /s/ J. Allen Fine J. Allen Fine, Chairman and Chief Executive Officer (Principal Executive Officer) March 14, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 14th day of March, 2023. /s/ J. Allen Fine /s/ James A. Fine, Jr. J. Allen Fine, Chairman of the Board and James A. Fine, Jr., President, Treasurer, Chief Chief Executive Officer Financial Officer, Chief Accounting Officer and (Principal Executive Officer) Director (Principal Financial Officer and Principal Accounting Officer) /s/ W. Morris Fine /s/ Tammy F. Coley W. Morris Fine, Executive Vice President, Tammy F. Coley, Director Secretary and Director /s/ David L. Francis /s/ Richard M. Hutson II David L. Francis, Director Richard M. Hutson II, Director /s/ Elton C. Parker, Jr. /s/ James E. Scott Elton C. Parker, Jr., Director James E. Scott, Director /s/ James H. Speed, Jr. James H. Speed, Jr., Director 87