What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 143 added, 123 removed, 737 unchanged (27% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

As of September 30, 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:

June 30, 2025:

September 30, 2025:

December 31, 2024:

1 unchanged sentence

Equity securities, at fair value (cost:

June 30, 2025:

September 30, 2025:

December 31, 2024:

30 unchanged sentences

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

1,888 and 1,886 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively, excluding in each period 292 shares of common stock held by the Company)

1,888 and 1,886 shares issued and outstanding as of September 30, 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 Six Months Ended June 30, 2025 and 2024

For the Three and Nine Months Ended September 30, 2025 and 2024

(in thousands, except per share amounts)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

24 unchanged sentences

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2025 and 2024

For the Three and Nine Months Ended September 30, 2025 and 2024

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 12,214 $ 9,315 $ 27,663 $ 22,711

Other comprehensive income (loss), before income tax:

Other comprehensive income, before income tax:

Accumulated postretirement (benefit) expense obligation adjustment ( 4 ) — 59 —

Net unrealized gains (losses) on investments arising during the period 311 ( 246 ) 536 ( 670 )

Net unrealized gains on investments arising during the period 404 1,171 940 501

Reclassification adjustment for sale of securities included in net income ( 1 ) — ( 6 ) —

Reclassification adjustment for write-down of securities included in net income — — — 74

Other comprehensive income (loss), before income tax 301 ( 225 ) 594 ( 596 )

Other comprehensive income, before income tax 399 1,171 993 575

Income tax (benefit) expense related to postretirement health benefits ( 1 ) — 12 —

Income tax expense (benefit) related to net unrealized gains (losses) on investments arising during the period 67 ( 53 ) 115 ( 144 )

Income tax benefit related to reclassification adjustment for sale of securities included in net income ( 1 ) — ( 1 ) —

Income tax expense related to net unrealized gains on investments arising during the period 85 251 200 107

Income tax expense related to reclassification adjustment for sale of securities included in net income 1 — — —

Income tax expense related to reclassification adjustment for write-down of securities included in net income — — — 18

Net income tax expense (benefit) on other comprehensive income (loss) 64 ( 47 ) 127 ( 126 )

Other comprehensive income (loss) 237 ( 178 ) 467 ( 470 )

Net income tax expense on other comprehensive income 85 251 212 125

Other comprehensive income 314 920 781 450

Comprehensive Income $ 12,528 $ 10,235 $ 28,444 $ 23,161

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended June 30, 2025 and 2024

For the Three and Nine Months Ended September 30, 2025 and 2024

(in thousands, except per share amounts)

Common Stock Retained Earnings Accumulated Other Comprehensive Income

Common Stock Retained

Earnings Accumulated Other Comprehensive Income

Stockholders’

Shares Amount

Balance, March 31, 2024

Balance, June 30, 2024

1,884 $ — $ 261,648 $ 168 $ 261,816

2 unchanged sentences

( 867 ) ( 867 )

Repurchases of common stock — ( 45 ) ( 45 )

Exercise of stock appreciation rights — 1 1

Share-based compensation expense related to stock appreciation rights 128 128

Net unrealized loss on investments ( 178 ) ( 178 )

Balance, June 30, 2024

Net unrealized gain on investments 920 920

Balance, September 30, 2024

1,884 $ — $ 270,225 $ 1,088 $ 271,313

Balance, March 31, 2025

Balance, June 30, 2025

1,888 $ — $ 265,355 $ 822 $ 266,177

6 unchanged sentences

Net unrealized gain on investments 317 317

Balance, June 30, 2025

Balance, September 30, 2025

1,888 $ — $ 276,876 $ 1,136 $ 278,012

Consolidated Statements of Stockholders’ Equity, continued

Common Stock Retained Earnings Accumulated Other Comprehensive Income Total

Common Stock Retained

Earnings Accumulated Other Comprehensive Income Total

Stockholders’

6 unchanged sentences

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 296 296

Net unrealized loss on investments ( 470 ) ( 470 )

Balance, June 30, 2024

Net unrealized gain on investments 450 450

Balance, September 30, 2024

1,884 $ — $ 270,225 $ 1,088 $ 271,313

8 unchanged sentences

Net unrealized gain on investments 734 734

Balance, June 30, 2025

Balance, September 30, 2025

1,888 $ — $ 276,876 $ 1,136 $ 278,012

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities

5 unchanged sentences

Share-based compensation expense related to stock appreciation rights 399 296

Net gain on disposals of property ( 6 ) ( 16 )

Net gains on disposals of property ( 10 ) ( 230 )

Net investment gains ( 2,982 ) ( 4,640 )

2 unchanged sentences

Provision for claims 3,612 3,483

Benefit for deferred income taxes ( 426 ) ( 2 )

Provision (benefit) for deferred income taxes 2,328 ( 45 )

Changes in assets and liabilities:

3 unchanged sentences

(Increase) decrease in current income taxes recoverable ( 1,211 ) 384

Decrease in accounts payable and accrued liabilities ( 4,157 ) ( 1,033 )

(Decrease) increase in accounts payable and accrued liabilities ( 1,105 ) 809

Increase (decrease) in lease liabilities 1,268 ( 361 )

13 unchanged sentences

Purchases of property ( 4,232 ) ( 6,075 )

Proceeds from the sale of property 463 28

Proceeds from sales of property 470 247

Net cash used in investing activities ( 25,234 ) ( 12,561 )

1 unchanged sentence

Repurchases of common stock — ( 1,098 )

Exercise of stock appreciation rights — 1

Dividends paid ( 2,604 ) ( 2,600 )

Net cash used in financing activities ( 2,604 ) ( 3,697 )

Net Increase in Cash and Cash Equivalents 5,029 2,655

Net (Decrease) Increase in Cash and Cash Equivalents ( 1,895 ) 1,433

Cash and Cash Equivalents, Beginning of Period 24,654 24,031

1 unchanged sentence

Consolidated Statements of Cash Flows, continued

Six Months Ended

Nine Months Ended

September 30,

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 $( 114 ) and $ 126 for June 30, 2025 and 2024, respectively

Non-cash net unrealized gain on investments, net of deferred tax expense of $( 200 ) and $( 125 ) for September 30, 2025 and 2024, respectively

$ ( 734 ) $ ( 450 )

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 13 ) and $ 0 for June 30, 2025 and 2024, respectively

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 12 ) and $ 0 for September 30, 2025 and 2024, respectively

Refer to notes to the Consolidated Financial Statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

June 30, 2025

September 30, 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 six-month periods ended June 30, 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.

Operating results for the three- and nine-month periods ended September 30, 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 – On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

We are currently assessing its impact on our consolidated financial statements.

Subsequent Events – Subsequent to the end of the nine-month period ended September 30, 2025, the Company finalized the purchase of title insurance agencies for an aggregate estimated purchase price $ 12 million (including potential contingent payments that the Company deems probable) as part of its ongoing strategy to pursue opportunistic growth opportunities.

Recently Issued Accounting Standards

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The update modifies the accounting for internal-use software development costs by eliminating the stage-based model and establishing new capitalization criteria that apply once a project is authorized and funded, and it is probable the software will be completed and used as intended.

The new guidance also introduces the concept of significant development uncertainty to help entities determine the appropriate timing of capitalization and integrates prior website development guidance into Accounting Standards Codification (“ASC”) 350-40.

The update is effective for annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently assessing the impact of adopting this guidance and does not expect the adoption to have a material effect on its financial position or results of operations.

Note 2 – Reserve for Claims

Activity in the reserve for claims for the six-month period ended June 30, 2025 and the year ended December 31, 2024 is summarized as follows:

(in thousands) June 30, 2025 December 31, 2024

Activity in the reserve for claims for the nine-month period ended September 30, 2025 and the year ended December 31, 2024 is summarized as follows:

(in thousands) September 30, 2025 December 31, 2024

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

3 unchanged sentences

$ 38,205 $ 37,060

The total reserve for all reported and unreported losses the Company incurred through June 30, 2025 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 September 30, 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 June 30, 2025.

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) June 30, 2025 % December 31, 2024 %

(in thousands, except percentages) September 30, 2025 % December 31, 2024 %

Known title claims $ 3,307 8.7 $ 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 six-month periods ended June 30:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts)

7 unchanged sentences

Diluted earnings per common share $ 6.45 $ 4.92 $ 14.59 $ 12.02

There were 5 thousand and 13 thousand potential shares excluded from the computation of diluted earnings per share for the three-month periods ended June 30, 2025 and 2024, respectively, due to the out-of-the-money status of the related share-based awards.

There were 5 thousand and 13 thousand potential shares excluded from the computation of diluted earnings per share for the six-month periods ended June 30, 2025 and 2024, respectively, due to the out-of-the-money status of the related share-based awards.

There were 5 thousand and no potential shares excluded from the computation of diluted earnings per share for the three-month periods ended September 30, 2025 and 2024, respectively, due to the out-of-the-money status of the related share-based awards.

There were 5 thousand and 4 thousand potential shares excluded from the computation of diluted earnings per share for the nine-month periods ended September 30, 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.

2 unchanged sentences

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 June 30, 2025, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant.

As of September 30, 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.

13 unchanged sentences

SARs forfeited or expired ( 2 ) 146.00

Outstanding as of June 30, 2025 26 $ 169.23 4.30 $ 1,240

Exercisable as of June 30, 2025 19 $ 159.94 3.90 $ 1,000

Unvested as of June 30, 2025 7 $ 194.15 5.35 $ 239

Outstanding as of September 30, 2025 24 $ 170.67 4.16 $ 2,349

Exercisable as of September 30, 2025 20 $ 164.98 3.93 $ 2,018

Unvested as of September 30, 2025 4 $ 195.21 5.16 $ 331

During the second quarters of both 2024 and 2025, the Company issued 5 thousand share-settled SARs to directors of the Company.

10 unchanged sentences

Yield Rate 0.8 % 1.1 %

There was approximately $ 225 thousand and $ 168 thousand of compensation expense relating to SARs vesting on or before June 30, 2025 and 2024, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of June 30, 2025, there was $ 550 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

There was approximately $ 400 thousand and $ 296 thousand of compensation expense relating to SARs vesting on or before September 30, 2025 and 2024, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of September 30, 2025, there was $ 375 thousand of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Company’s stock award plans.

Note 4 – Segment Information

7 unchanged sentences

The 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 June 30, 2025 and 2024:

Provided below is selected financial information about the Company's operations by segment for the periods ended September 30, 2025 and 2024:

Three Months Ended

June 30, 2025 (in thousands) Title

September 30, 2025 (in thousands) Title

Insurance Exchange

11 unchanged sentences

Three Months Ended

June 30, 2024 (in thousands) Title

September 30, 2024 (in thousands) Title

Insurance Exchange

10 unchanged sentences

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

Six Months Ended

June 30, 2025 (in thousands) Title

Nine Months Ended

September 30, 2025 (in thousands) Title

Insurance Exchange

10 unchanged sentences

Total assets $ 250,872 $ 1,645 $ 110,805 $ — $ 363,322

Six Months Ended

June 30, 2024 (in thousands) Title

Nine Months Ended

September 30, 2024 (in thousands) Title

Insurance Exchange

11 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 $ 15.5 million and $ 15.4 million as of June 30, 2025 and December 31, 2024, 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 $ 15.6 million and $ 15.4 million as of September 30, 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 June 30, 2025 and 2024:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 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 June 30, 2025 (in thousands) Amortized

As of September 30, 2025 (in thousands) Amortized

Losses Estimated Fair

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

Government obligations $ 300 $ — $ — $ 300

General obligations of U.S.

19 unchanged sentences

The special revenue category for both periods presented includes approximately 20 individual fixed maturity securities with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at June 30, 2025 are as follows:

The scheduled maturities of fixed maturity securities at September 30, 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 June 30, 2025 and December 31, 2024:

Less than 12 Months 12 Months or Longer Total

As of June 30, 2025 (in thousands) Estimated

As of September 30, 2025 (in thousands) Estimated

Value Unrealized

28 unchanged sentences

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 28 and 60 fixed maturity securities had unrealized losses at June 30, 2025 and December 31, 2024, respectively.

A total of 23 and 60 fixed maturity securities had unrealized losses at September 30, 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 for the three- and six-month periods ended June 30, 2025, respectively, and $ 21 thousand and $ 74 thousand for the three- and six-month periods ended June 30, 2024, respectively.

The Company recorded no impairment charges related to fixed maturity securities for the three- and nine-month periods ended September 30, 2025, respectively, and none and $ 74 thousand for the three- and nine-month periods ended September 30, 2024, respectively.

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

1 unchanged sentence

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

As of June 30, 2025 (in thousands)

As of September 30, 2025 (in thousands)

Cost Estimated Fair

9 unchanged sentences

Net Investment Gains

Gross investment gains and losses for the three- and six-month periods ended June 30, 2025 and 2024 are summarized as follows:

Gross investment gains and losses for the three- and nine-month periods ended September 30, 2025 and 2024 are summarized as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

Gains on other investments $ — $ 242 $ 1 $ 243

Losses on other investments — ( 20 ) — ( 20 )

Write-down of other assets ( 50 ) ( 309 ) ( 469 ) ( 309 )

8 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 June 30, 2025:

(in thousands) Balance Sheet Classification Carrying Value Estimated

6 unchanged sentences

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.

The 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.

12 unchanged sentences

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

As of June 30, 2025 and December 31, 2024, the Company did not adjust any Level 2 fair values.

As of September 30, 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 June 30, 2025 and December 31, 2024:

As of June 30, 2025 (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 September 30, 2025 and December 31, 2024:

As of September 30, 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 June 30, 2025 and December 31, 2024:

As of June 30, 2025 (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 September 30, 2025 and December 31, 2024:

As of September 30, 2025 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

23 unchanged sentences

$ 125,117 $ — $ — $ 125,117

The Company did not hold any Level 3 category debt or marketable equity investment securities as of June 30, 2025 or December 31, 2024.

The Company did not hold any Level 3 category debt or marketable equity investment securities as of September 30, 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 for such investments for a total of $ 419 thousand made during the six-month period ended June 30, 2025.

The following table presents assets measured at fair value on a non-recurring basis as of June 30, 2025 and December 31, 2024:

As of June 30, 2025 (in thousands)

There were three impairments for such investments for a total of $ 469 thousand made during the nine-month period ended September 30, 2025.

The following table presents assets measured at fair value on a non-recurring basis as of September 30, 2025 and December 31, 2024:

As of September 30, 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 $ 347.4 million and $ 323.5 million as of June 30, 2025 and December 31, 2024, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 427.1 million and $ 323.5 million as of September 30, 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

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

4 unchanged sentences

(in thousands) Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 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 six-month periods ended June 30, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

During the six-month period ended June 30, 2025, the Company experienced a decline in goodwill and intangible assets due to a transfer of assets to a joint venture.

Management determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired.

During the nine-month period ended September 30, 2025, the Company experienced a decline in goodwill and intangible assets due to a transfer of assets to a joint venture.

Identifiable intangible assets consist of the following:

(in thousands) As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

5 unchanged sentences

$ 3,702 $ 5,446

The following table provides the estimated aggregate amortization expense, as of June 30, 2025, for each of the five succeeding fiscal years:

The following table provides the estimated aggregate amortization expense, as of September 30, 2025, for each of the five succeeding fiscal years:

Year Ended (in thousands)

1 unchanged sentence

Goodwill and Title Plants

As of June 30, 2025, the Company recognized $ 6.8 million in goodwill and $ 1.6 million in title plants, net of impairments, as the result of title insurance agency acquisitions.

As of September 30, 2025, the Company recognized $ 6.8 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 six-month periods ended June 30, 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.

In accordance with FASB's ASC 350, the Company determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 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 six-month periods ended June 30, 2025 and 2024:

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, 2025 and 2024:

Three Months Ended

June 30, 2025 (in thousands) Unrealized Gains and

September 30, 2025 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at March 31, 2025

Beginning balance at June 30, 2025

$ 717 $ 105 $ 822

5 unchanged sentences

Three Months Ended

June 30, 2024 (in thousands) Unrealized Gains and

September 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans Total

Beginning balance at March 31, 2024

Beginning balance at June 30, 2024

$ 113 $ 55 $ 168

Other comprehensive loss before calculations ( 193 ) — ( 193 )

Other comprehensive income before calculations 920 — 920

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive loss ( 178 ) — ( 178 )

Net current-period other comprehensive income 920 — 920

Ending balance

$ 1,033 $ 55 $ 1,088

Six Months Ended

June 30, 2025 (in thousands) Unrealized Gains and

Nine Months Ended

September 30, 2025 (in thousands) Unrealized Gains and

On Available-for-Sale

7 unchanged sentences

Ending balance $ 1,034 $ 102 $ 1,136

Six Months Ended

June 30, 2024 (in thousands) Unrealized Gains and

Nine Months Ended

September 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

2 unchanged sentences

Beginning balance at December 31, 2023 $ 583 $ 55 $ 638

Other comprehensive loss before calculations ( 526 ) — ( 526 )

Other comprehensive income before calculations 394 — 394

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive loss ( 470 ) — ( 470 )

Net current-period other comprehensive income 450 — 450

Ending balance

$ 1,033 $ 55 $ 1,088

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three- and six-month periods ended June 30, 2025 and 2024:

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, 2025 and 2024:

Three Months Ended

June 30, 2025 (in thousands)

September 30, 2025 (in thousands)

Details about Accumulated Other Comprehensive Income Components

9 unchanged sentences

Three Months Ended

June 30, 2024 (in thousands)

September 30, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

8 unchanged sentences

Reclassifications for the period $ —

Six Months Ended

June 30, 2025 (in thousands)

Nine Months Ended

September 30, 2025 (in thousands)

Details about Accumulated Other Comprehensive Income Components

8 unchanged sentences

Reclassifications for the period $ 6

Six Months Ended

June 30, 2024 (in thousands)

Nine Months Ended

September 30, 2024 (in thousands)

Details about Accumulated Other Comprehensive Income Components

23 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

23 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

2 unchanged sentences

Amortization of lease assets 45 64 155 196

Interest on lease liabilities 5 — 16 —

Lease expense $ 525 $ 714 $ 1,804 $ 2,211

3 unchanged sentences

(in thousands) As of

June 30, 2025 As of

September 30, 2025 As of

December 31, 2024

4 unchanged sentences

Total lease liabilities $ 7,624 $ 6,356

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of June 30, 2025, 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 September 30, 2025, are summarized as follows:

Year Ended (in thousands) Operating

10 unchanged sentences

Supplemental lease information is as follows:

June 30, 2025 As of

September 30, 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