INVESTORS TITLE CO 10-Q

Item 1. Financial Statements Investors Title Company and Subsidiaries Consolidated Balance Sheets As of March 31, 2025 and December 31, 2024 (in thousands) (unaudited) March 31, 2025 December 31, 2024 Assets Cash and cash equivalents $ 27,603 $ 24,654 Investments: Fixed maturity securities, available-for-sale, at fair value (amortized cost: March 31, 2025: $ 117,723 ; December 31, 2024: $ 112,588 ) 118,329 112,972 Equity securities, at fair value (cost: March 31, 2025: $ 23,854 ; December 31, 2024: $ 25,980 ) 34,589 39,893 Short-term investments 54,141 59,101 Other investments 20,123 20,578 Total investments 227,182 232,544 Premiums and fees receivable 15,691 16,054 Accrued interest and dividends 1,580 1,469 Prepaid expenses and other receivables 7,817 7,033 Property, net 28,311 27,935 Goodwill and other intangible assets, net 14,797 15,071 Lease assets 8,126 6,156 Other assets 2,674 2,655 Total Assets $ 333,781 $ 333,571 Liabilities and Stockholders’ Equity Liabilities: Reserve for claims $ 36,997 $ 37,060 Accounts payable and accrued liabilities 28,683 34,011 Lease liabilities 8,374 6,356 Current income taxes payable 2,374 276 Deferred income taxes, net 2,941 4,095 Total liabilities 79,369 81,798 Commitments and Contingencies — — Stockholders’ Equity: Preferred stock ( 1,000 authorized shares; no shares issued) — — Common stock – no par value ( 10,000 authorized shares; 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 253,827 251,418 Accumulated other comprehensive income 585 355 Total stockholders' equity 254,412 251,773 Total Liabilities and Stockholders’ Equity $ 333,781 $ 333,571 Refer to notes to the Consolidated Financial Statements. 1 Investors Title Company and Subsidiaries Consolidated Statements of Operations For the Three Months Ended March 31, 2025 and 2024 (in thousands, except per share amounts) (unaudited) Three Months Ended March 31, 2025 2024 Revenues: Net premiums written $ 46,345 $ 40,180 Escrow and other title-related fees 3,892 3,723 Non-title services 4,609 4,304 Interest and dividends 2,339 2,520 Other investment income 410 111 Net investment (losses) gains ( 1,179 ) 2,422 Other 149 199 Total Revenues 56,565 53,459 Operating Expenses: Commissions to agents 24,857 19,870 Provision for claims 323 910 Personnel expenses 18,334 18,582 Office and technology expenses 4,540 4,465 Other expenses 4,458 3,835 Total Operating Expenses 52,512 47,662 Income before Income Taxes 4,053 5,797 Provision for Income Taxes 882 1,272 Net Income $ 3,171 $ 4,525 Basic Earnings per Common Share $ 1.68 $ 2.40 Weighted Average Shares Outstanding – Basic 1,886 1,888 Diluted Earnings per Common Share $ 1.67 $ 2.40 Weighted Average Shares Outstanding – Diluted 1,895 1,889 Refer to notes to the Consolidated Financial Statements. 2 Investors Title Company and Subsidiaries Consolidated Statements of Comprehensive Income For the Three Months Ended March 31, 2025 and 2024 (in thousands) (unaudited) Three Months Ended March 31, 2025 2024 Net income $ 3,171 $ 4,525 Other comprehensive income (loss), before income tax: 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 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 ) Income tax expense related to reclassification adjustment for write-down of securities included in net income — 12 Net income tax expense (benefit) on other comprehensive income (loss) 63 ( 79 ) Other comprehensive income (loss) 230 ( 292 ) Comprehensive Income $ 3,401 $ 4,233 Refer to notes to the Consolidated Financial Statements. 3 Investors Title Company and Subsidiaries Consolidated Statements of Stockholders’ Equity For the Three Months Ended March 31, 2025 and 2024 (in thousands, except per share amounts) (unaudited) Common Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity Shares Amount Balance, December 31, 2023 1,891 $ — $ 250,915 $ 638 $ 251,553 Net income 4,525 4,525 Dividends paid ($ 0.46 per share) ( 867 ) ( 867 ) Repurchases of common stock ( 7 ) ( 1,053 ) ( 1,053 ) Share-based compensation expense related to stock appreciation rights 96 96 Net unrealized loss on investments ( 292 ) ( 292 ) Balance, March 31, 2024 1,884 $ — $ 253,616 $ 346 $ 253,962 Balance, December 31, 2024 1,886 $ — $ 251,418 $ 355 $ 251,773 Net income 3,171 3,171 Dividends paid ($ 0.46 per share) ( 868 ) ( 868 ) Share-based compensation expense related to stock appreciation rights 106 106 Accumulated postretirement expense obligation adjustment 56 56 Net unrealized gain on investments 174 174 Balance, March 31, 2025 1,886 $ — $ 253,827 $ 585 $ 254,412 Refer to notes to the Consolidated Financial Statements. 4 Investors Title Company and Subsidiaries Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2025 and 2024 (in thousands) (unaudited) Three Months Ended March 31, 2025 2024 Operating Activities Net income $ 3,171 $ 4,525 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation 953 787 Accretion of investments, net ( 427 ) ( 1,232 ) Amortization of other intangible assets, net 274 339 Share-based compensation expense related to stock appreciation rights 106 96 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 Benefit for deferred income taxes ( 1,216 ) ( 92 ) Changes in assets and liabilities: 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 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 (used in) provided by operating activities ( 75 ) 1,437 Investing Activities Purchases of fixed maturity securities ( 11,611 ) ( 757 ) Purchases of equity securities ( 1,690 ) ( 2,470 ) Purchases of short-term investments ( 10,431 ) ( 32,751 ) Purchases of other investments ( 172 ) ( 5,178 ) Proceeds from sales and maturities of fixed maturity securities 6,755 1,625 Proceeds from sales of equity securities 6,086 5,323 Proceeds from sales and maturities of short-term investments 15,544 31,107 Proceeds from sales and distributions of other investments and assets 742 3,379 Purchases of property ( 1,331 ) ( 2,230 ) Proceeds from the sale of property — 17 Net cash provided by (used in) investing activities 3,892 ( 1,935 ) Financing Activities Repurchases of common stock — ( 1,053 ) Dividends paid ( 868 ) ( 867 ) Net cash used in financing activities ( 868 ) ( 1,920 ) Net Increase (Decrease) in Cash and Cash Equivalents 2,949 ( 2,418 ) Cash and Cash Equivalents, Beginning of Period 24,654 24,031 Cash and Cash Equivalents, End of Period $ 27,603 $ 21,613 5 Consolidated Statements of Cash Flows, continued Three Months Ended March 31, 2025 2024 Supplemental Disclosures: Cash Paid During the Year for: Income tax payments, net $ 1 $ 1 Non-Cash Investing and Financing Activities: 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 $ ( 56 ) $ — Refer to notes to the Consolidated Financial Statements. 6 INVESTORS TITLE COMPANY AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 2025 (unaudited) Note 1 – Basis of Presentation and Significant Accounting Policies Reference should be made to the “Notes to Consolidated Financial Statements” appearing in the Annual Report on Form 10-K for the year ended December 31, 2024 of Investors Title Company (the “Company”) for a complete description of the Company’s significant accounting policies. Principles of Consolidation – The accompanying unaudited Consolidated Financial Statements include the accounts and operations of Investors Title Company and its subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information, with the instructions to Form 10-Q and with Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows of the Company in the accompanying unaudited Consolidated Financial Statements have been included. All such adjustments are of a normal recurring nature. 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. Actual results could differ from those estimates and assumptions used. Subsequent Events – The Company has evaluated and concluded that there were no material subsequent events requiring adjustment or disclosure to its unaudited Consolidated Financial Statements. Note 2 – Reserve for Claims 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 Provision charged to operations 323 4,530 Payments of claims, net of recoveries ( 386 ) ( 4,617 ) Balance, end of period $ 36,997 $ 37,060 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 March 31, 2025. Management continually reviews and adjusts its reserve for claims estimates to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews could be significant. 7 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) March 31, 2025 % December 31, 2024 % Known title claims $ 2,530 6.8 $ 2,650 7.2 IBNR 34,467 93.2 34,410 92.8 Total reserve for claims $ 36,997 100.0 $ 37,060 100.0 Claims and losses paid are charged to the reserve for claims. Although claims losses are typically paid in cash, occasionally claims are settled by purchasing the interest of the insured or the claimant in the real property. When this event occurs, the Company carries assets at the lower of cost or estimated fair value, net of any indebtedness on the property. Note 3 – Earnings Per Common Share and Share Awards Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income by the combination of dilutive potential common stock, comprised of shares issuable under the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share-based awards, which are calculated based on the average share price for each period using the treasury stock method. 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-month periods ended March 31: Three Months Ended March 31, (in thousands, except per share amounts) 2025 2024 Net income $ 3,171 $ 4,525 Weighted average common shares outstanding – Basic 1,886 1,888 Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled) 9 1 Weighted average common shares outstanding – Diluted 1,895 1,889 Basic earnings per common share $ 1.68 $ 2.40 Diluted earnings per common share $ 1.67 $ 2.40 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 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 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. There have been no stock options or SARs granted where the exercise price was less than the market price on the date of grant. 8 A summary of share-based award transactions for all share-based award plans follows: (in thousands, except weighted average exercise price and average remaining contractual term) Number Of Shares Weighted Average Exercise Price Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of January 1, 2024 42 $ 160.83 3.69 $ 428 SARs granted 5 160.94 SARs exercised ( 19 ) 170.21 Outstanding as of December 31, 2024 28 $ 154.71 3.90 $ 2,312 SARs granted — — SARs exercised ( 1 ) 188.71 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 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. Title insurance policies insure titles to real estate. 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. 9 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 March 31, 2025 (in thousands) Title Insurance Exchange Services All Other Intersegment Eliminations Total Insurance and other services revenues $ 53,782 $ 2,992 $ 2,026 $ ( 3,805 ) $ 54,995 Net investment income 840 44 686 — 1,570 Total revenues 54,622 3,036 2,712 ( 3,805 ) 56,565 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 Income before income taxes $ 1,747 $ 2,311 $ 149 $ ( 154 ) $ 4,053 Total assets $ 229,206 $ 7,313 $ 97,262 $ — $ 333,781 Three Months Ended March 31, 2024 (in thousands) Title Insurance Exchange Services All Other Intersegment Eliminations Total Insurance and other services revenues $ 47,728 $ 2,780 $ 1,910 $ ( 4,012 ) $ 48,406 Net investment income 3,652 68 1,333 — 5,053 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 Income before income taxes $ 2,820 $ 2,178 $ 971 $ ( 172 ) $ 5,797 Total assets $ 215,375 $ 7,523 $ 106,596 $ — $ 329,494 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 $ 15.5 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 March 31, 2025 and 2024: Three Months Ended March 31, (in thousands) 2025 2024 Service cost – benefits earned during the year $ — $ — Interest cost on the projected benefit obligation 1 11 Amortization of unrecognized gain — — Net periodic benefit cost $ 1 $ 11 10 Note 6 – Investments and Estimated Fair Value Investments in Fixed Maturity Securities 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 March 31, 2025 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Fixed maturity securities, available-for-sale, at fair value: Government obligations $ 300 $ 1 $ — $ 301 General obligations of U.S. states, territories and political subdivisions 6,304 6 ( 53 ) 6,257 Special revenue issuer obligations of U.S. states, territories and political subdivisions 18,202 50 ( 120 ) 18,132 Corporate debt securities 92,917 741 ( 19 ) 93,639 Total $ 117,723 $ 798 $ ( 192 ) $ 118,329 As of December 31, 2024 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Fixed maturity securities, available-for-sale, at fair value: Government obligations $ 300 $ 2 $ — $ 302 General obligations of U.S. states, territories and political subdivisions 8,129 11 ( 31 ) 8,109 Special revenue issuer obligations of U.S. states, territories and political subdivisions 16,523 51 ( 73 ) 16,501 Corporate debt securities 87,636 556 ( 132 ) 88,060 Total $ 112,588 $ 620 $ ( 236 ) $ 112,972 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 March 31, 2025 are as follows: Available-for-Sale (in thousands) Amortized Cost Estimated Fair Value Due in one year or less $ 47,495 $ 47,575 Due one year through five years 58,419 58,805 Due five years through ten years 6,521 6,563 Due after ten years 5,288 5,386 Total $ 117,723 $ 118,329 Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties. 11 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 March 31, 2025 and December 31, 2024: Less than 12 Months 12 Months or Longer Total As of March 31, 2025 (in thousands) Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses General obligations of U.S. states, territories and political subdivisions $ 1,416 $ ( 33 ) $ 2,666 $ ( 20 ) $ 4,082 $ ( 53 ) Special revenue issuer obligations of U.S. states, territories and political subdivisions 2,604 ( 94 ) 2,821 ( 26 ) 5,425 ( 120 ) Corporate debt securities 7,998 ( 19 ) — — 7,998 ( 19 ) Total $ 12,018 $ ( 146 ) $ 5,487 $ ( 46 ) $ 17,505 $ ( 192 ) Less than 12 Months 12 Months or Longer Total As of December 31, 2024 (in thousands) Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Estimated Fair Value Unrealized Losses Government obligations $ — $ — $ — $ — $ — $ — General obligations of U.S. states, territories and political subdivisions 1,960 ( 2 ) 2,780 ( 29 ) 4,740 ( 31 ) Special revenue issuer obligations of U.S. states, territories and political subdivisions 5,477 ( 45 ) 2,828 ( 28 ) 8,305 ( 73 ) Corporate debt securities 22,641 ( 131 ) 149 ( 1 ) 22,790 ( 132 ) Total $ 30,078 $ ( 178 ) $ 5,757 $ ( 58 ) $ 35,835 $ ( 236 ) 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 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 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. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. The Company believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in market interest rates and other market conditions, and therefore the unrealized loss is recorded in accumulated other comprehensive income. 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 $ 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 March 31, 2025 (in thousands) Cost Estimated Fair Value Equity securities, at fair value: Common stocks $ 23,854 $ 34,589 Total $ 23,854 $ 34,589 12 As of December 31, 2024 (in thousands) Cost Estimated Fair Value Equity securities, at fair value: Common stocks $ 25,980 $ 39,893 Total $ 25,980 $ 39,893 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 March 31, (in thousands) 2025 2024 Gross realized gains from securities: Corporate debt securities $ 3 $ — Common stocks 2,557 2,807 Total $ 2,560 $ 2,807 Gross realized losses from securities: Common stocks $ ( 287 ) $ ( 162 ) Write-down of securities — ( 53 ) Total $ ( 287 ) $ ( 215 ) Net realized gains from securities $ 2,273 $ 2,592 Gross realized gains (losses) on other investments: Net gains on other assets and investments $ 1 $ — Write-down of other assets ( 275 ) — Total $ ( 274 ) $ — Net realized investment gains $ 1,999 $ 2,592 Changes in the estimated fair value of equity security investments $ ( 3,178 ) $ ( 170 ) Net investment (losses) gains $ ( 1,179 ) $ 2,422 Realized gains and losses are determined on the specific identification method. Variable Interest Entities The Company holds investments in variable interest entities ("VIEs") that are not consolidated in the Company's financial statements as the Company is not the primary beneficiary. These entities are considered VIEs as the equity investors at risk, including the Company, do not have the power over the activities that most significantly impact the economic performance of the entities; 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 March 31, 2025: (in thousands) Balance Sheet Classification Carrying Value Estimated Fair Value Maximum Potential Loss (a) Real estate LLCs or LPs Other investments $ 10,659 $ 12,038 $ 16,600 Small business investment LPs Other investments 176 177 80 Total $ 10,835 $ 12,215 $ 16,680 (a) Maximum potential loss is calculated as the total investment in the LLC or LP, including any capital commitments that may have not yet been called. The Company is not exposed to any loss beyond the total commitment of its investment. 13 Valuation of Financial Assets The Financial Accounting Standards Board ("FASB") has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities. This hierarchy categorizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions intended to represent market participant assumptions used to measure assets and liabilities at fair value. A financial instrument’s classification within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement – consequently, if there are multiple significant valuation inputs that are categorized in different levels of the hierarchy, the instrument’s hierarchy level is the lowest level (with Level 3 being the lowest level) within which any significant input falls. The Level 1 category includes equity securities and U.S. Treasury securities that are measured at estimated fair value using quoted active market prices. The Level 2 category includes fixed maturity securities such as corporate debt securities, U.S. government obligations, and obligations of U.S. states, territories, and political subdivisions. Estimated fair value is principally based on market values obtained from a third-party pricing service. Factors that are used in determining estimated fair market value include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. The Company receives one quote per security from a third-party pricing service, although as discussed below, the Company does consult other pricing resources when confirming that the prices it obtains reflect the fair values of the instruments in accordance with GAAP. Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding. 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. However, these securities are classified as Level 2 because the pricing service from which the Company has obtained estimated fair values for these instruments uses valuation models that use observable market inputs in addition to trading prices. Substantially all of the input assumptions used in the service’s model are observable in the marketplace or can be derived or supported by observable market data. In the measurement of the estimated fair value of certain financial instruments, other valuation techniques were utilized if quoted market prices were not available. These derived fair value estimates are significantly affected by the assumptions used. Additionally, certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method investments are excluded from the scope of disclosures. In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions: Cash and cash equivalents The carrying amount for cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments. Measurement alternative equity investments The measurement alternative method requires investments without readily determinable fair values to be recorded at cost, less impairments, and plus or minus any changes resulting from observable price changes. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments. Notes receivable Notes receivable are recorded at amortized cost and are included in prepaid expenses and other receivables in the unaudited Consolidated Balance Sheets. The amortized cost is the amount at which a receivable is originated and adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, collection of cash, writeoffs, foreign exchange, and fair value hedge accounting adjustments. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments. 14 Accrued interest and dividends 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 March 31, 2025 and December 31, 2024: As of March 31, 2025 (in thousands) Level 1 Level 2 * Level 3 Total Fixed maturity securities: Obligations of U.S. states, territories and political subdivisions $ 301 $ 24,389 $ — $ 24,690 Corporate debt securities — 93,639 — 93,639 Total $ 301 $ 118,028 $ — $ 118,329 As of December 31, 2024 (in thousands) Level 1 Level 2 * Level 3 Total Fixed maturity securities: Obligations of U.S. states, territories and political subdivisions $ 302 $ 24,610 $ — $ 24,912 Corporate debt securities — 88,060 — 88,060 Total $ 302 $ 112,670 $ — $ 112,972 *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 March 31, 2025 and December 31, 2024: As of March 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents $ 27,603 $ — $ — $ 27,603 Accrued interest and dividends 1,580 — — 1,580 Equity securities, at fair value: Common stocks 34,589 — — 34,589 Short-term investments: Money market funds and U.S. Treasury bills 54,141 — — 54,141 Total $ 117,913 $ — $ — $ 117,913 As of December 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Cash and cash equivalents $ 24,654 $ — $ — $ 24,654 Accrued interest and dividends 1,469 — — 1,469 Equity securities, at fair value: Common stocks 39,893 — — 39,893 Short-term investments: Money market funds and U.S. Treasury bills 59,101 — — 59,101 Total $ 125,117 $ — $ — $ 125,117 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. 15 To help ensure that estimated fair value determinations are consistent with GAAP, prices from our pricing services go through multiple review processes to ensure appropriate pricing. Pricing procedures and inputs used to price each security include, but are not limited to, the following: unadjusted quoted market prices for identical securities such as stock market closing prices; non-binding quoted prices for identical securities in markets that are not active; interest rates; yield curves observable at commonly quoted intervals; volatility; prepayment speeds; loss severity; credit risks; and default rates. The Company reviews the procedures and inputs used by its pricing services, and verifies a sample of the services’ quotes by comparing them to values obtained from other pricing resources. In the event the Company disagrees with a price provided by its pricing services, the respective service reevaluates the price to corroborate the market information and then reviews inputs to the evaluation in light of potentially new market data. Certain measurement alternative equity investments and notes receivable are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly. 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 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 Financial assets: Equity investments in unconsolidated affiliates, measurement alternative $ — $ — $ 7,920 $ 7,920 Notes receivable — — 929 929 Total $ — $ — $ 8,849 $ 8,849 As of December 31, 2024 (in thousands) Level 1 Level 2 Level 3 Total Financial assets: Equity investments in unconsolidated affiliates, measurement alternative $ — $ — $ 8,166 $ 8,166 Notes receivable — — 641 641 Total $ — $ — $ 8,807 $ 8,807 Note 7 – Commitments and Contingencies Legal Proceedings – The Company and its subsidiaries are involved in legal proceedings that are incidental to their business. In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings is not expected to, in the aggregate, be material to the Company’s consolidated financial condition or operations. Regulation – The Company’s title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries. It is the opinion of management based on its present expectations that these audits and inquiries will not have a material impact on the Company’s consolidated financial condition or operations. Escrow and Trust Deposits – As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, escrowed funds received under escrow agreements, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying unaudited Consolidated Balance Sheets; however, the Company remains contingently liable for the disposition of these deposits. 16 Like-Kind Exchanges Proceeds – In administering tax-deferred like-kind exchanges pursuant to § 1031 of the Internal Revenue Code, the Company’s wholly owned subsidiary, Investors Title Exchange Corporation (“ITEC”), serves as a qualified intermediary, holding the net sales proceeds from relinquished property to be used for purchase of replacement property. 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 $ 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; however, the Company remains contingently liable for the disposition of the transfers of property, disbursements of proceeds and the return on the proceeds at the agreed upon rate. Exchange services revenue includes earnings on these deposits; therefore, investment income is shown as non-title services rather than investment income. These like-kind exchange funds are primarily invested in money market funds and other short-term investments. Note 8 – Related Party Transactions The Company does business with, and has investments in, unconsolidated LLCs that are primarily title insurance agencies. The Company utilizes the equity method to account for its investment in these LLCs. The following table sets forth the approximate values by year found within each financial statement classification: Financial Statement Classification, Consolidated Balance Sheets (unaudited) (in thousands) As of March 31, 2025 As of December 31, 2024 Other investments $ 4,757 $ 4,950 Premium and fees receivable $ 1,989 $ 1,701 Financial Statement Classification, Consolidated Statements of Operations (unaudited) (in thousands) Three Months Ended March 31, 2025 2024 Net premiums written $ 5,673 $ 5,207 Non-title services and other investment income $ 615 $ 196 Commissions to agents $ 4,026 $ 3,687 Note 9 – Intangible Assets, Goodwill and Title Plants Intangible Assets 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 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 March 31, 2025 As of December 31, 2024 Referral relationships $ 8,898 $ 8,898 Non-compete agreements 3,155 3,155 Tradename 747 747 Total 12,800 12,800 Accumulated amortization ( 7,628 ) ( 7,354 ) Identifiable intangible assets, net $ 5,172 $ 5,446 17 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) 2025 $ 821 2026 1,095 2027 679 2028 650 2029 526 Thereafter 1,214 Total $ 4,985 Goodwill and Title Plants 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 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-month period ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 (in thousands) Unrealized Gains and Losses On Available-for-Sale Securities Postretirement Benefits Plans Total Beginning balance at December 31, 2024 $ 300 $ 55 $ 355 Other comprehensive income before calculations 177 56 233 Amounts reclassified from accumulated other comprehensive income ( 3 ) — ( 3 ) Net current-period other comprehensive income 174 56 230 Ending balance $ 474 $ 111 $ 585 Three Months Ended March 31, 2024 (in thousands) Unrealized Gains and Losses On Available-for-Sale Securities Postretirement Benefits Plans Total Beginning balance at December 31, 2023 $ 583 $ 55 $ 638 Other comprehensive (loss) income before calculations ( 333 ) — ( 333 ) Amounts reclassified from accumulated other comprehensive income 41 — 41 Net current-period other comprehensive (loss) income ( 292 ) — ( 292 ) Ending balance $ 291 $ 55 $ 346 18 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 March 31, 2025 (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 $ 3 Write-down of securities — Total $ 3 Net investment (losses) gains Tax — Provision for income taxes Net of Tax $ 3 Reclassifications for the period $ 3 Three Months Ended March 31, 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 ( 53 ) Total $ ( 53 ) Net investment (losses) gains Tax 12 Provision for income taxes Net of Tax $ ( 41 ) Reclassifications for the period $ ( 41 ) Note 11 – Revenue from Contracts with Customers 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. Escrow and other title-related fees: The Company’s title segment recognizes commission revenue and fees related to items such as searches, settlements, commitments and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete. Non-title services: Through various subsidiaries, the Company offers management services, tax-deferred real property exchange services, investment management and trust services. Nonrefundable exchange fees are recognized as revenue upon receipt of the funds, which is at the time of closing of the initial sale of property. All other non-title service fees are recognized as revenue as performance obligations are completed. Other: 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. 19 The following table provides a breakdown of the Company’s revenue by major business activity: Three Months Ended March 31, (in thousands) 2025 2024 Revenue from contracts with customers: Escrow and other title-related fees $ 3,892 $ 3,723 Non-title services 4,609 4,304 Total revenue from contracts with customers 8,501 8,027 Other sources of revenue: Net premiums written 46,345 40,180 Investment-related revenue 1,570 5,053 Other 149 199 Total revenues $ 56,565 $ 53,459 Note 12 – Leases 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. The Company occasionally assumes equipment lease agreements through business acquisitions. These leases are accounted for as finance leases. 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. The Company, in determining the present value of lease payments, utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields, as explicit rates of interest were not readily determinable in the lease contracts. The Company does not carry debt; thus no incremental borrowing rate was available to the Company. Lease expense is included in office and technology expenses in the unaudited Consolidated Statements of Operations. Information regarding the Company’s leases follows: Three Months Ended March 31, (in thousands) 2025 2024 Operating leases $ 667 $ 658 Finance leases: Amortization of lease assets 62 71 Lease expense $ 729 $ 729 Sub-lease income ( 43 ) ( 52 ) Lease cost $ 686 $ 677 Components of the lease liability presented on the unaudited Consolidated Balance Sheets are as follows: (in thousands) As of March 31, 2025 As of December 31, 2024 Current: Operating lease liabilities $ 2,834 $ 2,026 Finance lease liabilities 231 226 Non-current: Operating lease liabilities 5,000 3,728 Finance lease liabilities 309 376 Total lease liabilities $ 8,374 $ 6,356 20 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 Leases Finance Leases Total 2025 $ 1,825 $ 244 $ 2,069 2026 1,975 159 2,134 2027 1,183 111 1,294 2028 738 55 793 2029 714 — 714 Thereafter 2,304 — 2,304 Total undiscounted payments $ 8,739 $ 569 $ 9,308 Less: present value adjustment ( 905 ) ( 29 ) ( 934 ) Lease liabilities $ 7,834 $ 540 $ 8,374 Supplemental lease information is as follows: As of March 31, 2025 As of December 31, 2024 Weighted average remaining lease term (years) Operating leases 5.19 3.88 Finance leases 2.24 2.84 Weighted average discount rate Operating leases 4.0 % 4.0 % Finance leases 4.6 % 4.4 % The Company does not have any material pending operating or financing lease agreements that become effective in future periods. 21