INVESTORS TITLE CO 10-Q

Item 5. Other Information Trading Arrangements During the three-month period ended September 30, 2023, none of the Company's directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K . Amended and Restated Bylaws On November 6, 2023, in connection with the new SEC rules regarding universal proxy cards and a periodic review of the Company’s bylaws, the Board of Directors adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the Amended and Restated Bylaws: ◦ enhance the procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and business proposals made in connection with meetings of shareholders by, among other things: • requiring a shareholder delivering a nomination notice to comply in all respects with the requirements of Regulation 14A under the Exchange Act (including, without limitation, the requirements of new Rule 14a-19); • expanding the amount of required information shareholders must provide, including implementing a requirement that the shareholder soliciting proxies for directors other than those nominated by the Company must provide a written undertaking to solicit at least 67% of the voting power entitled to vote; • requiring the Company to disregard proxies that were solicited if the shareholder fails to comply with certain provisions of Rule 14a-19; • requiring that a shareholder soliciting proxies from other shareholders use a color other than white for the proxy card; and 39 ◦ make various other updates, including technical, ministerial, and conforming changes related to recent amendments to the North Carolina Business Corporation Act, including the addition of provisions related to holding meetings of the Company’s shareholders and Board of Directors by remote communication. The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1 (clean) and 3.2 (redlined) hereto and incorporated by reference herein. 40 Item 6. Exhibits 3.1 Amended and Restated Bylaws, dated November 6, 2023 (clean) 3.2 Amended and Restated Bylaws, dated November 6, 2023 (redline) 31(i) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31(ii) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * - The instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 41 SIGNATURE Pursuant to the requirements of the Securities and 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 By: /s/ James A. Fine, Jr. James A. Fine, Jr., President, Treasurer, Chief Financial Officer, Chief Accounting Officer and Director ( Principal Financial Officer and Principal Accounting Officer ) Dated: November 8, 2023 42