What changed in this filing

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Item 1. Financial Statements

2025-05-12 compared with 2024-11-07 · 118 added, 243 removed, 606 unchanged (37% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

As of March 31, 2025 and December 31, 2024

(in thousands)

September 30,

2025 December 31,

1 unchanged sentence

Fixed maturity securities, available-for-sale, at fair value (amortized cost:

September 30, 2024:

March 31, 2025:

December 31, 2024:

1 unchanged sentence

Equity securities, at fair value (cost:

September 30, 2024:

March 31, 2025:

December 31, 2024:

13 unchanged sentences

Other assets 2,674 2,655

Current income taxes recoverable 697 1,081

$ 333,781 $ 333,571

5 unchanged sentences

Lease liabilities 8,374 6,356

Current income taxes payable 2,374 276

Deferred income taxes, net

6 unchanged sentences

Common stock – no par value ( 10,000 authorized shares;

1,884 and 1,891 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively, excluding in each period 292 shares of common stock held by the Company)

1,886 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively, excluding in each period 292 shares of common stock held by the Company)

Retained earnings

8 unchanged sentences

Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net premiums written $ 46,345 $ 40,180

3 unchanged sentences

Other investment income 410 111

Net investment gains (losses) 976 ( 815 ) 4,640 720

Net investment (losses) gains ( 1,179 ) 2,422

Other 149 199

17 unchanged sentences

Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 3,171 $ 4,525

Other comprehensive income (loss), before income tax:

Accumulated postretirement (benefit) expense obligation adjustment — ( 7 ) — 127

Accumulated postretirement expense obligation adjustment 71 —

Net unrealized gains (losses) on investments arising during the period 225 ( 424 )

Reclassification adjustment for sale of securities included in net income ( 3 ) —

Reclassification adjustment for write-down of securities included in net income — 53

Other comprehensive income (loss), before income tax 293 ( 371 )

Income tax (benefit) expense related to postretirement health benefits — ( 1 ) — 27

Income tax expense related to postretirement health benefits 15 —

Income tax expense (benefit) related to net unrealized gains (losses) on investments arising during the period 48 ( 91 )

6 unchanged sentences

Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands, except per share amounts)

Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss)

Stockholders’

Shares Amount

Balance, June 30, 2023

1,891 $ — $ 247,092 $ 161 $ 247,253

Net income 7,084 7,084

Dividends paid ($ 0.46 per share)

( 870 ) ( 870 )

Share-based compensation expense related to stock appreciation rights 117 117

Accumulated postretirement benefit obligation adjustment, net of tax ( 6 ) ( 6 )

Net unrealized loss on investments ( 910 ) ( 910 )

Balance, September 30, 2023

1,891 $ — $ 253,423 $ ( 755 ) $ 252,668

Balance, June 30, 2024

1,884 $ — $ 261,648 $ 168 $ 261,816

Net income 9,315 9,315

Dividends paid ($ 0.46 per share)

( 867 ) ( 867 )

Exercise of stock appreciation rights — 1 1

Share-based compensation expense related to stock appreciation rights

Net unrealized gain on investments 920 920

Balance, September 30, 2024

1,884 $ — $ 270,225 $ 1,088 $ 271,313

Consolidated Statements of Stockholders’ Equity, continued

Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss)

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Stockholders’

6 unchanged sentences

Repurchases of common stock ( 7 ) ( 1,053 ) ( 1,053 )

Exercise of stock appreciation rights

Share-based compensation expense related to stock appreciation rights 96 96

Accumulated postretirement benefit obligation adjustment, net of tax 100 100

Net unrealized loss on investments ( 292 ) ( 292 )

Balance, September 30, 2023

Balance, March 31, 2024

1,884 $ — $ 253,616 $ 346 $ 253,962

4 unchanged sentences

( 868 ) ( 868 )

Repurchases of common stock ( 7 ) ( 1,098 ) ( 1,098 )

Exercise of stock appreciation rights — 1 1

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement expense obligation adjustment 56 56

Net unrealized gain on investments 174 174

Balance, September 30, 2024

Balance, March 31, 2025

1,886 $ — $ 253,827 $ 585 $ 254,412

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities

Net income $ 3,171 $ 4,525

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Depreciation 953 787

2 unchanged sentences

Share-based compensation expense related to stock appreciation rights 106 96

Net gain on disposals of property ( 230 ) ( 99 )

Net investment gains ( 4,640 ) ( 720 )

Net earnings from other investments ( 1,326 ) ( 2,445 )

Net losses (gains) on disposals of property 2 ( 13 )

Net investment losses (gains) 1,179 ( 2,422 )

Net (earnings) losses from other investments ( 392 ) 14

Provision for claims 323 910

1 unchanged sentence

Changes in assets and liabilities:

(Increase) decrease in premium and fees receivable ( 890 ) 1,725

Decrease (increase) in other assets 340 ( 4,029 )

Decrease in lease assets 420 275

Decrease in premium and fees receivable 363 427

(Increase) decrease in other assets ( 914 ) 3,354

Increase in lease assets ( 1,970 ) ( 376 )

Decrease in current income taxes receivable — 1,081

Increase (decrease) in accounts payable and accrued liabilities 809 ( 16,204 )

Decrease in lease liabilities ( 361 ) ( 200 )

Decrease in accounts payable and accrued liabilities ( 5,257 ) ( 5,881 )

Increase in lease liabilities 2,018 379

Increase in current income taxes payable 2,098 282

Payments of claims, net of recoveries ( 386 ) ( 741 )

Net cash provided by (used in) operating activities 17,691 ( 6,723 )

Net cash (used in) provided by operating activities ( 75 ) 1,437

Investing Activities

9 unchanged sentences

Proceeds from the sale of property — 17

Net cash (used in) provided by investing activities ( 12,561 ) 5,398

Net cash provided by (used in) investing activities 3,892 ( 1,935 )

Financing Activities

Repurchases of common stock — ( 1,053 )

Exercise of stock appreciation rights 1 —

Dividends paid ( 868 ) ( 867 )

4 unchanged sentences

Consolidated Statements of Cash Flows, continued

Nine Months Ended

September 30,

Three Months Ended

Supplemental Disclosures:

2 unchanged sentences

Non-Cash Investing and Financing Activities:

Non-cash net unrealized (gain) loss on investments, net of deferred tax (provision) benefit of $( 125 ) and $ 284 for September 30, 2024 and 2023, respectively

$ ( 450 ) $ 1,055

Adjustments to postretirement benefits obligation, net of deferred tax expense of $ 0 and $( 27 ) for September 30, 2024 and 2023, respectively

Non-cash net unrealized (gains) losses on investments, net of deferred tax (provision) benefit of $( 48 ) and $ 79 for March 31, 2025 and 2024, respectively

$ ( 174 ) $ 292

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 15 ) and $ 0 for March 31, 2025 and 2024, respectively

Refer to notes to the Consolidated Financial Statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

September 30, 2024

March 31, 2025

Note 1 – Basis of Presentation and Significant Accounting Policies

5 unchanged sentences

All such adjustments are of a normal recurring nature.

Operating results for the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2024 or any other interim period.

Operating results for the three-month period ended March 31, 2025 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2025 or any other interim period.

Use of Estimates and Assumptions – The preparation of the Company’s 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 disclosures of contingent assets and liabilities, at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.

2 unchanged sentences

Note 2 – Reserve for Claims

Activity in the reserve for claims for the nine-month period ended September 30, 2024 and the year ended December 31, 2023 is summarized as follows:

(in thousands) September 30, 2024 December 31, 2023

Activity in the reserve for claims for the three-month period ended March 31, 2025 and the year ended December 31, 2024 is summarized as follows:

(in thousands) March 31, 2025 December 31, 2024

Balance, beginning of period $ 37,060 $ 37,147

3 unchanged sentences

$ 36,997 $ 37,060

The total reserve for all reported and unreported losses the Company incurred through September 30, 2024 is represented by the reserve for claims on the unaudited Consolidated Balance Sheets.

The total reserve for all reported and unreported losses the Company incurred through March 31, 2025 is represented by the reserve for claims on the unaudited Consolidated Balance Sheets.

The Company's reserves for unpaid losses and loss adjustment expenses are established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy claims that have been incurred but not yet reported (“IBNR”).

Despite the variability of such estimates, management believes that the total reserve for claims is adequate to cover claim losses which might result from pending and future claims under title insurance policies issued through September 30, 2024.

Management continually reviews and adjusts its reserve for claims estimates to reflect its loss experience and any new information that becomes available.

1 unchanged sentence

A summary of the Company’s reserve for claims, broken down into its components of known title claims and IBNR, follows:

(in thousands, except percentages) September 30, 2024 % December 31, 2023 %

(in thousands, except percentages) March 31, 2025 % December 31, 2024 %

Known title claims $ 2,530 6.8 $ 2,650 7.2

10 unchanged sentences

Under the treasury stock method, when share-based awards are assumed to be exercised, (a) the exercise price of a share-based award and (b) the amount of compensation cost, if any, for future services that the Company has not yet recognized, are assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted earnings per share for the three- and nine-month periods ended September 30:

The following table sets forth the computation of basic and diluted earnings per share for the three-month periods ended March 31:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts)

2024 2023 2024 2023

Net income $ 3,171 $ 4,525

2 unchanged sentences

Weighted average common shares outstanding – Diluted

1,893 1,891 1,889 1,894

Basic earnings per common share $ 1.68 $ 2.40

Diluted earnings per common share $ 1.67 $ 2.40

There were 0 and 24 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended September 30, 2024 and 2023, respectively, due to the out-of-the-money status of the related share-based awards.

There were 4 thousand and 24 thousand potential shares excluded from the computation of diluted earnings per share for the nine-month periods ended September 30, 2024 and 2023, respectively, due to the out-of-the-money status of the related share-based awards.

There were 0 and 23 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended March 31, 2025 and 2024, respectively, due to the out-of-the-money status of the related share-based awards.

The Company historically has adopted employee stock award plans under which restricted stock, options or stock appreciation rights ("SARs") exercisable for the Company's stock may be granted to key employees or directors of the Company.

There is currently one active plan from which the Company may grant share-based awards.

There is currently one active plan from which the Company may grant share-based awards and one legacy plan under which equity awards remain outstanding.

The awards eligible to be granted under the active plan are limited to SARs, and the maximum aggregate number of shares of common stock of the Company available pursuant to the plan for the grant of SARs is 250 thousand shares.

SARs give the holder the right to receive stock equal to the appreciation in the value of shares of stock from the grant date for a specified period of time, and as a result, are accounted for as equity instruments.

As of September 30, 2024, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

As of March 31, 2025, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

All outstanding SARs vest and are exercisable within five years or less from the date of grant, and all SARs issued to date have been share-settled only.

12 unchanged sentences

SARs exercised ( 1 ) 188.71

SARs forfeited or expired ( 4 ) 192.71

Outstanding as of September 30, 2024 39 $ 157.74 3.85 $ 2,783

Exercisable as of September 30, 2024 31 $ 159.86 3.61 $ 2,180

Unvested as of September 30, 2024 8 $ 148.86 4.83 $ 603

During the second quarter of 2024, the Company issued 5 thousand share-settled SARs to directors of the Company.

During the second quarter of 2023, the Company issued 4 thousand share-settled SARs to directors of the Company.

During the first quarter of 2023, the Company issued 1 thousand share-settled SARs to a director of the Company.

There was no such first quarter issuance of SARs during the first quarter of 2024.

The fair value of each SAR is estimated on the date of grant using the Black-Scholes option valuation model.

Expected volatilities are based on both the implied and historical volatility of the Company’s stock.

The Company uses historical data to project SAR exercises and pre-exercise forfeitures within the valuation model.

The expected term of awards represents the period of time that SARs granted are expected to be outstanding.

The interest rate assumed for the expected life of the award is based on the U.S.

Treasury yield curve in effect at the time of the grant.

The weighted average fair values for the SARs issued during 2024 and 2023 were $ 64.00 and $ 55.52 , respectively, and were estimated using the weighted average assumptions shown in the table below:

Expected Life in Years 7.0 6.2 - 7.0

Volatility 35.0 % 36.6 %

Interest Rate 4.4 % 3.7 %

Yield Rate 1.1 % 1.2 %

There was approximately $ 296 thousand and $ 128 thousand of compensation expense relating to SARs vesting on or before September 30, 2024 included in personnel expenses in the unaudited Consolidated Statements of Operations for the three- and nine-month periods ended September 30, 2024, respectively.

There was approximately $ 337 thousand and $ 117 thousand of compensation expense relating to SARs vesting on or before September 30, 2023 included in personnel expenses in the unaudited Consolidated Statements of Operations for the three- and nine-month periods ended September 30, 2023, respectively.

As of September 30, 2024, there was $ 399 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

Outstanding as of March 31, 2025 27 $ 152.80 3.86 $ 2,355

Exercisable as of March 31, 2025 23 $ 154.04 3.81 $ 2,008

Unvested as of March 31, 2025 4 $ 144.83 4.15 $ 347

There was approximately $ 106 thousand and $ 96 thousand of compensation expense relating to SARs vesting on or before March 31, 2025 and 2024, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of March 31, 2025, there was $ 195 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

Note 4 – Segment Information

The Company has two reportable segments, title insurance and exchange services.

The remaining immaterial segments have been combined into a group called “All Other.”

The remaining immaterial segments have been combined into a group called “All Other.” The Company’s chief operating decision makers (“CODMs”) are the Chief Executive Officer;

President, Chief Financial Officer, Chief Accounting Officer, and Treasurer;

and Executive Vice President and Secretary.

The CODMs use financial metrics such as consolidated operating margin and net income to assess financial performance and to make key operating decisions, such as resource allocation and the rate at which the Company invests in growth opportunities.

The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents.

1 unchanged sentence

The tax-deferred exchange services segment acts as an intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investments and serves as exchange accommodation titleholder, holding property for exchangers in reverse exchange transactions.

Provided below is selected financial information about the Company's operations by segment for the periods ended September 30, 2024 and 2023:

Provided below is selected financial information about the Company's operations by segment for the periods ended March 31, 2025 and 2024:

Three Months Ended

September 30, 2024 (in thousands) Title

March 31, 2025 (in thousands) Title

Insurance Exchange

3 unchanged sentences

Total revenues 54,622 3,036 2,712 ( 3,805 ) 56,565

$ 66,953 $ 2,749 $ 3,163 $ ( 4,036 ) $ 68,829

Commissions to agents 27,678 — — ( 2,821 ) 24,857

Provision for claims 323 — — — 323

Personnel expenses 16,096 626 1,612 — 18,334

Other 8,778 99 951 ( 830 ) 8,998

Operating expenses 52,875 725 2,563 ( 3,651 ) 52,512

2 unchanged sentences

Three Months Ended

September 30, 2023 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

Insurance and other services revenues $ 59,182 $ 3,141 $ 1,916 $ ( 4,841 ) $ 59,398

Net investment income 1,037 47 928 — 2,012

Total revenues $ 60,219 $ 3,188 $ 2,844 $ ( 4,841 ) $ 61,410

Operating expenses 54,809 603 2,057 ( 4,669 ) 52,800

Income before income taxes $ 5,410 $ 2,585 $ 787 $ ( 172 ) $ 8,610

Total assets $ 226,105 $ 5,399 $ 100,411 $ — $ 331,915

Nine Months Ended

September 30, 2024 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

Insurance and other services revenues $ 171,767 $ 8,120 $ 6,156 $ ( 12,833 ) $ 173,210

Net investment income 10,675 280 3,505 — 14,460

Total revenues

$ 182,442 $ 8,400 $ 9,661 $ ( 12,833 ) $ 187,670

Operating expenses 162,566 2,030 6,775 ( 12,353 ) 159,018

Income before income taxes $ 19,876 $ 6,370 $ 2,886 $ ( 480 ) $ 28,652

Total assets $ 231,805 $ 10,446 $ 109,735 $ — $ 351,986

Nine Months Ended

September 30, 2023 (in thousands) Title

March 31, 2024 (in thousands) Title

Insurance Exchange

3 unchanged sentences

Total revenues 51,380 2,848 3,243 ( 4,012 ) 53,459

Commissions to agents 22,831 — — ( 2,961 ) 19,870

Provision for claims 910 — — — 910

Personnel expenses 16,523 593 1,466 — 18,582

Other 8,296 77 806 ( 879 ) 8,300

Operating expenses 48,560 670 2,272 ( 3,840 ) 47,662

2 unchanged sentences

Note 5 – Retirement Agreements and Other Postretirement Benefits

The Company’s subsidiary, Investors Title Insurance Company ("ITIC"), is a party to employment agreements with key executives that provide for the continuation of certain employee benefits and other payments due under the agreements upon retirement, estimated to total $ 15.3 million and $ 15.2 million as of September 30, 2024 and December 31, 2023, respectively.

The Company’s subsidiary, Investors Title Insurance Company ("ITIC"), is a party to employment agreements with key executives that provide for the continuation of certain employee benefits and other payments due under the agreements upon retirement, estimated to total $ 15.5 million and $ 15.4 million as of March 31, 2025 and December 31, 2024, respectively.

The executive employee benefits include health, dental, vision and life insurance and are unfunded.

These amounts are classified as accounts payable and accrued liabilities in the unaudited Consolidated Balance Sheets.

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended September 30, 2024 and 2023:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended March 31, 2025 and 2024:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

6 unchanged sentences

The estimated fair value, gross unrealized holding gains, gross unrealized holding losses and amortized cost for fixed maturity securities by major classification are as follows:

As of September 30, 2024 (in thousands) Amortized

As of March 31, 2025 (in thousands) Amortized

Losses Estimated Fair

22 unchanged sentences

The special revenue category for both periods presented includes approximately 25 individual fixed maturity securities with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at September 30, 2024 are as follows:

The scheduled maturities of fixed maturity securities at March 31, 2025 are as follows:

Available-for-Sale

7 unchanged sentences

Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.

The following table presents the gross unrealized losses on fixed maturity securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at September 30, 2024 and December 31, 2023:

Less than 12 Months 12 Months or Longer Total

As of September 30, 2024 (in thousands) Estimated

As of March 31, 2025 (in thousands) Estimated

Value Unrealized

27 unchanged sentences

Management evaluates available-for-sale fixed maturity securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors.

The decline in estimated fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities.

The decline in estimated fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over U.S.

Treasury securities.

Factors considered in determining whether a loss is credit-related include the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes.

A total of 30 and 51 fixed maturity securities had unrealized losses at September 30, 2024 and December 31, 2023, respectively.

A total of 34 and 60 fixed maturity securities had unrealized losses at March 31, 2025 and December 31, 2024, respectively.

The Company does not intend to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost.

2 unchanged sentences

Reviews of the values of fixed maturity securities are inherently uncertain and the value of the investment may not fully recover, or may decline in future periods, resulting in a realized loss.

The Company recorded impairment charges related to fixed maturity securities totaling $ 0 and $ 74 thousand for the three- and nine-month periods ended September 30, 2024, respectively, and $ 96 thousand and $ 208 thousand for the three- and nine-month periods ended September 30, 2023, respectively.

Expenses related to impairments are recorded in net investment gains (losses) in the unaudited Consolidated Statements of Operations when recognized.

The Company recorded impairment charges related to fixed maturity securities totaling $ 0 and $ 53 thousand for the three-month periods ended March 31, 2025 and 2024, respectively.

Expenses related to impairments are recorded in net investment (losses) gains in the unaudited Consolidated Statements of Operations when recognized.

Investments in Equity Securities

The cost and estimated fair value of equity securities are as follows:

As of September 30, 2024 (in thousands)

As of March 31, 2025 (in thousands)

Cost Estimated Fair

7 unchanged sentences

$ 25,980 $ 39,893

Unrealized holding gains and losses are reported in the unaudited Consolidated Financial Statements of Operations as net investment gains (losses).

Net Investment Gains (Losses)

Gross investment gains and losses for the three- and nine-month periods ended September 30, 2024 and 2023 are summarized as follows:

Unrealized holding gains and losses are reported in the unaudited Consolidated Financial Statements of Operations as net investment (losses) gains.

Net Investment (Losses) Gains

Gross investment gains and losses for the three-month periods ended March 31, 2025 and 2024 are summarized as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

Gross realized gains from securities:

Corporate debt securities $ 3 $ —

Common stocks

$ 2,560 $ 2,807

$ 444 $ 1,749 $ 5,157 $ 15,449

Gross realized losses from securities:

5 unchanged sentences

Gross realized gains (losses) on other investments:

Gains on other investments $ 242 $ 5 $ 243 $ 5

Losses on other investments ( 20 ) ( 4 ) ( 20 ) ( 120 )

Net gains on other assets and investments $ 1 $ —

Write-down of other assets ( 275 ) —

2 unchanged sentences

Changes in the estimated fair value of equity security investments $ ( 3,178 ) $ ( 170 )

Net investment gains (losses) $ 976 $ ( 815 ) $ 4,640 $ 720

Net investment (losses) gains $ ( 1,179 ) $ 2,422

Realized gains and losses are determined on the specific identification method.

3 unchanged sentences

this power resides with a third-party general partner or managing member that cannot be removed except for cause and no participation rights exist.

The following table sets forth details about the Company's variable interest investments in VIEs, which are structured either as limited partnerships ("LPs") or limited liability companies ("LLCs"), as of September 30, 2024:

(in thousands) Balance Sheet Classification Carrying Value Estimated Fair Value Maximum Potential Loss (a)

20 unchanged sentences

Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding.

As of September 30, 2024 and December 31, 2023, the Company did not adjust any Level 2 fair values.

As of March 31, 2025 and December 31, 2024, the Company did not adjust any Level 2 fair values.

A number of the Company’s investment grade corporate debt securities are frequently traded in active markets, and trading prices are consequently available for these securities.

16 unchanged sentences

The carrying amount for accrued interest and dividends is a reasonable estimate of fair value due to the short-term maturity of these assets.

The following table presents, by level, fixed maturity securities carried at estimated fair value as of September 30, 2024 and December 31, 2023:

As of September 30, 2024 (in thousands) Level 1 Level 2 * Level 3 Total

The following table presents, by level, fixed maturity securities carried at estimated fair value as of March 31, 2025 and December 31, 2024:

As of March 31, 2025 (in thousands) Level 1 Level 2 * Level 3 Total

Fixed maturity securities:

10 unchanged sentences

*Denotes fair market value obtained from pricing services.

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of September 30, 2024 and December 31, 2023:

As of September 30, 2024 (in thousands) Level 1 Level 2 Level 3 Total

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of March 31, 2025 and December 31, 2024:

As of March 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

15 unchanged sentences

Accrued interest and dividends

1,469 — — 1,469

Equity securities, at fair value:

5 unchanged sentences

$ 125,117 $ — $ — $ 125,117

The Company did not hold any Level 3 category debt or marketable equity investment securities as of September 30, 2024 or December 31, 2023.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of March 31, 2025 or December 31, 2024.

There were no transfers into or out of Levels 1, 2 or 3 during the periods presented.

13 unchanged sentences

If any such investment is determined to be impaired, an impairment charge is recorded against such investment and reflected in the unaudited Consolidated Statements of Operations.

There were two impairments of such investments made during the nine-month period ended September 30, 2024 and no impairments during the twelve-month period ended December 31, 2023.

The following table presents assets measured at fair value on a non-recurring basis as of September 30, 2024 and December 31, 2023:

As of September 30, 2024 (in thousands)

There was one impairment of such investments made in the amount of $ 275 thousand during the three-month period ended March 31, 2025 and two impairments for a total of $ 309 thousand during the twelve-month period ended December 31, 2024.

The following table presents assets measured at fair value on a non-recurring basis as of March 31, 2025 and December 31, 2024:

As of March 31, 2025 (in thousands)

Level 1 Level 2 Level 3 Total

19 unchanged sentences

Another wholly owned subsidiary of the Company, Investors Title Accommodation Corporation (“ITAC”), serves as exchange accommodation titleholder and, through LLCs that are wholly owned subsidiaries of ITAC, holds property in reverse exchange transactions.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 264.2 million and $ 263.7 million as of September 30, 2024 and December 31, 2023, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 362.1 million and $ 323.5 million as of March 31, 2025 and December 31, 2024, respectively.

These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying unaudited Consolidated Balance Sheets;

10 unchanged sentences

(in thousands) As of

September 30, 2024 As of

March 31, 2025 As of

December 31, 2024

4 unchanged sentences

(in thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net premiums written $ 5,673 $ 5,207

4 unchanged sentences

The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions are principally based on values obtained from an independent third-party valuation service and are all Level 3 inputs.

Management determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 2024 and 2023 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

Management determined that no events or changes in circumstances occurred during the three-month periods ended March 31, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

Identifiable intangible assets consist of the following:

(in thousands) As of

September 30, 2024 As of

March 31, 2025 As of

December 31, 2024

6 unchanged sentences

$ 5,172 $ 5,446

The following table provides the estimated aggregate amortization expense, as of September 30, 2024, for each of the five succeeding fiscal years:

The following table provides the estimated aggregate amortization expense, as of March 31, 2025, for each of the five succeeding fiscal years:

Year Ended (in thousands)

1 unchanged sentence

Goodwill and Title Plants

As of September 30, 2024, the Company recognized $ 9.6 million in goodwill and $ 1.6 million in title plants, net of impairments, as the result of title insurance agency acquisitions.

As of March 31, 2025, the Company recognized $ 9.6 million in goodwill and $ 1.6 million in title plants, net of impairments, as the result of title insurance agency acquisitions.

The title plants are included with other assets in the unaudited Consolidated Balance Sheets.

The fair values of goodwill and the title plants as of the date of acquisition, both Level 3 inputs, were principally based on values obtained from an independent third-party valuation service.

In accordance with FASB's Accounting Standards Codification ("ASC") 350, the Company determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 2024 and 2023 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.

In accordance with FASB's Accounting Standards Codification ("ASC") 350, the Company determined that no events or changes in circumstances occurred during the three-month periods ended March 31, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.

Note 10 – Accumulated Other Comprehensive Income

The following table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the three- and nine-month periods ended September 30, 2024 and 2023:

Three Months Ended

September 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

Securities Postretirement

Benefits Plans

Beginning balance at June 30, 2024

$ 113 $ 55 $ 168

Other comprehensive income before calculations 920 — 920

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive income 920 — 920

Ending balance $ 1,033 $ 55 $ 1,088

The following table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the three-month period ended March 31, 2025 and 2024:

Three Months Ended

September 30, 2023 (in thousands) Unrealized Gains and

On Available-for-Sale

Securities Postretirement

Benefits Plans Total

Beginning balance at June 30, 2023

$ 19 $ 142 $ 161

Other comprehensive loss before calculations ( 984 ) ( 6 ) ( 990 )

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive loss ( 910 ) ( 6 ) ( 916 )

Ending balance

$ ( 891 ) $ 136 $ ( 755 )

Nine Months Ended

September 30, 2024 (in thousands) Unrealized Gains and

March 31, 2025 (in thousands) Unrealized Gains and

On Available-for-Sale

4 unchanged sentences

Amounts reclassified from accumulated other comprehensive income

( 3 ) — ( 3 )

Net current-period other comprehensive income 174 56 230

Ending balance $ 474 $ 111 $ 585

Nine Months Ended

September 30, 2023 (in thousands) Unrealized Gains and

Three Months Ended

March 31, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

7 unchanged sentences

$ 291 $ 55 $ 346

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three- and nine-month periods ended September 30, 2024 and 2023:

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three-month periods ended March 31, 2025 and 2024:

Three Months Ended

September 30, 2024 (in thousands)

March 31, 2025 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities —

Total $ — Net investment gains (losses)

Total $ 3 Net investment (losses) gains

Tax — Provision for income taxes

2 unchanged sentences

Three Months Ended

September 30, 2023 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

Affected Line Item in the Consolidated Statements of Operations

Unrealized gains and losses on available-for-sale securities:

Net realized gain on investments $ —

Write-down of securities ( 96 )

Total $ ( 96 ) Net investment gains (losses)

Tax 22 Provision for income taxes

Net of Tax $ ( 74 )

Reclassifications for the period $ ( 74 )

Nine Months Ended

September 30, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

Amount Reclassified from Accumulated Other Comprehensive Income

Affected Line Item in the Consolidated Statements of Operations

Unrealized gains and losses on available-for-sale securities:

Net realized gain on investments $ —

Write-down of securities ( 74 )

Total $ ( 74 ) Net investment gains (losses)

Tax 18 Provision for income taxes

Net of Tax $ ( 56 )

Reclassifications for the period $ ( 56 )

Nine Months Ended

September 30, 2023 (in thousands)

March 31, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities ( 53 )

Total $ ( 208 ) Net investment gains (losses)

Total $ ( 53 ) Net investment (losses) gains

Tax 12 Provision for income taxes

3 unchanged sentences

ASC 606, Revenue from Contracts with Customers , requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts, and therefore is primarily applicable to the following Company revenue categories.

This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts;

and therefore is primarily applicable to the following Company revenue categories.

Escrow and other title-related fees:

5 unchanged sentences

All other non-title service fees are recognized as revenue as performance obligations are completed.

The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but are not limited to, seminar and education registration fees and software licensing contracts.

The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but is not limited to seminar and education registration fees and software licensing contracts.

These revenue streams are deemed immaterial to the operations of the Company, and revenue is recognized when, or as, performance obligations are completed.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

10 unchanged sentences

Note 12 – Leases

The Company enters into lease agreements that are primarily used for office space.

The Company enters into lease agreements that are primarily for office space.

These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the term of the lease.

1 unchanged sentence

These leases are accounted for as finance leases.

Included in a portion of the Company's current leases are options to extend or cancel the lease term.

The exercise of such options is solely at the Company's discretion.

Included in a portion of the Company's current leases is an option to extend or cancel the lease term.

The exercise of such an option is solely at the Company's discretion.

The lease liability recorded in the unaudited Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the inception date that the lease was expected to be renewed or extended.

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024

7 unchanged sentences

(in thousands) As of

September 30, 2024 As of

March 31, 2025 As of

December 31, 2024

4 unchanged sentences

Total lease liabilities $ 8,374 $ 6,356

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of September 30, 2024, are summarized as follows:

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2025, are summarized as follows:

Year Ended (in thousands) Operating

10 unchanged sentences

Supplemental lease information is as follows:

September 30, 2024 As of

March 31, 2025 As of

December 31, 2024

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements