What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2025-11-07 · 124 added, 262 removed, 618 unchanged (38% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

As of September 30, 2025 and December 31, 2024

As of March 31, 2026 and December 31, 2025

(in thousands)

September 30,

2026 December 31,

1 unchanged sentence

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

September 30, 2025:

March 31, 2026:

December 31, 2025:

1 unchanged sentence

Equity securities, at fair value (cost:

September 30, 2025:

March 31, 2026:

December 31, 2025:

30 unchanged sentences

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

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)

1,888 and 1,888 shares issued and outstanding as of March 31, 2026 and December 31, 2025, 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, 2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

(in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net premiums written $ 50,946 $ 46,345

3 unchanged sentences

Other investment income 664 410

Net investment gains 2,057 976 2,982 4,640

Net investment gains (losses) 524 ( 1,179 )

Other 182 149

17 unchanged sentences

Consolidated Statements of Comprehensive Income

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

For the Three Months Ended March 31, 2026 and 2025

(in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 6,067 $ 3,171

Other comprehensive income, before income tax:

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

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

Other comprehensive (loss) income, before income tax:

Accumulated postretirement expense obligation adjustment 28 71

Net unrealized (losses) gains on investments arising during the period ( 921 ) 225

Reclassification adjustment for sale of securities included in net income ( 34 ) ( 3 )

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

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 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 on other comprehensive income 85 251 212 125

Other comprehensive income 314 920 781 450

Other comprehensive (loss) income, before income tax ( 927 ) 293

Income tax expense related to postretirement health benefits 6 15

Income tax (benefit) expense related to net unrealized (losses) gains on investments arising during the period ( 199 ) 48

Income tax benefit related to reclassification adjustment for sale of securities included in net income ( 6 ) —

Net income tax (benefit) expense on other comprehensive (loss) income ( 199 ) 63

Other comprehensive (loss) income ( 728 ) 230

Comprehensive Income $ 5,339 $ 3,401

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

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

For the Three Months Ended March 31, 2026 and 2025

(in thousands, except per share amounts)

Common Stock Retained

Earnings Accumulated Other Comprehensive Income

Stockholders’

Shares Amount

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 128 128

Net unrealized gain on investments 920 920

Balance, September 30, 2024

1,884 $ — $ 270,225 $ 1,088 $ 271,313

Balance, June 30, 2025

1,888 $ — $ 265,355 $ 822 $ 266,177

Net income 12,214 12,214

Dividends paid ($ 0.46 per share)

( 868 ) ( 868 )

Exercise of stock appreciation rights — — —

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement benefit obligation adjustment ( 3 ) ( 3 )

Net unrealized gain on investments 317 317

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

6 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 106 106

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

4 unchanged sentences

( 867 ) ( 867 )

Exercise of stock appreciation rights 2 — —

Share-based compensation expense related to stock appreciation rights

Accumulated postretirement expense obligation adjustment 22 22

Net unrealized gain on investments 734 734

Balance, September 30, 2025

Net unrealized loss on investments ( 750 ) ( 750 )

Balance, March 31, 2026

1,888 $ — $ 272,527 $ 363 $ 272,890

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

(in thousands)

Nine Months Ended

September 30,

` Three Months Ended

Operating Activities

Net income $ 6,067 $ 3,171

Adjustments to reconcile net income to net cash provided by operating activities:

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

Depreciation 873 953

2 unchanged sentences

Share-based compensation expense related to stock appreciation rights 118 106

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

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

Net gains on sale of other assets ( 2,768 ) —

Net earnings from other investments ( 1,660 ) ( 1,326 )

Net loss on disposals of property — 2

Net investment (gains) losses ( 524 ) 1,179

Net losses (earnings) from other investments 348 ( 392 )

Provision for claims 472 323

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

Benefit for deferred income taxes ( 690 ) ( 1,216 )

Changes in assets and liabilities:

Increase in premium and fees receivable ( 471 ) ( 890 )

Decrease in other assets 2,645 340

(Increase) decrease in lease assets ( 1,212 ) 420

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

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

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

Decrease in current income taxes payable ( 276 ) —

(Increase) decrease in premium and fees receivable ( 369 ) 363

Increase in other assets ( 167 ) ( 914 )

Increase in lease assets ( 608 ) ( 1,970 )

Decrease in current income taxes recoverable 1,678 —

Decrease in accounts payable and accrued liabilities ( 6,074 ) ( 5,257 )

Increase in lease liabilities 641 2,018

Increase in current income taxes payable 660 2,098

Payments of claims, net of recoveries ( 670 ) ( 386 )

Net cash provided by operating activities 25,943 17,691

Net cash provided by (used in) operating activities 1,624 ( 75 )

Investing Activities

3 unchanged sentences

Purchases of other investments ( 134 ) ( 172 )

Purchases of other assets ( 4,536 ) —

Proceeds from sales and maturities of fixed maturity securities 7,360 6,755

4 unchanged sentences

Proceeds from sales of property 10 —

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

Net cash provided by investing activities 5,108 3,892

Financing Activities

Repurchases of common stock — ( 1,098 )

Exercise of stock appreciation rights — 1

Dividends paid ( 867 ) ( 868 )

Net cash used in financing activities ( 867 ) ( 868 )

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

Net Increase in Cash and Cash Equivalents 5,865 2,949

Cash and Cash Equivalents, Beginning of Period 20,838 24,654

1 unchanged sentence

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

Non-cash net unrealized loss (gain) on investments, net of deferred tax benefit (expense) of $ 205 and $( 48 ) for March 31, 2026 and 2025, respectively

$ 750 $ ( 174 )

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

Adjustments to postretirement benefits obligation, net of deferred tax expense of $( 6 ) and $( 15 ) for March 31, 2026 and 2025, respectively

$ ( 22 ) $ ( 56 )

Refer to notes to the Consolidated Financial Statements.

2 unchanged sentences

Notes to Consolidated Financial Statements

September 30, 2025

March 31, 2026

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, 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-month period ended March 31, 2026 are not necessarily indicative of the financial condition and results that may be expected for the year ending December 31, 2026 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 – 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.

Subsequent Events – The Company has evaluated and concluded that there were no material subsequent events requiring adjustment or disclosure to its Consolidated Financial Statements.

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):

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

The update requires that an entity disclose additional information about specific expense categories.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is evaluating the effect of this guidance on its financial statement disclosures, however, adoption will not impact its financial position or results of operations.

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

Targeted Improvements to the Accounting for Internal-Use Software .

4 unchanged sentences

Note 2 – Reserve for Claims

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

Activity in the reserve for claims for the three-month period ended March 31, 2026 and the year ended December 31, 2025 is summarized as follows:

(in thousands) March 31, 2026 December 31, 2025

Balance, beginning of period $ 38,092 $ 37,060

3 unchanged sentences

$ 37,894 $ 38,092

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 total reserve for all reported and unreported losses the Company incurred through March 31, 2026 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, 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) September 30, 2025 % December 31, 2024 %

(in thousands, except percentages) March 31, 2026 % December 31, 2025 %

Known title claims $ 2,919 7.7 $ 3,459 9.1

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)

2025 2024 2025 2024

Net income $ 6,067 $ 3,171

2 unchanged sentences

Weighted average common shares outstanding – Diluted

1,894 1,893 1,896 1,889

Basic earnings per common share $ 3.21 $ 1.68

Diluted earnings per common share $ 3.20 $ 1.67

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.

There were 5 thousand and no potential shares excluded from the computation of diluted earnings per share for the three-month periods ended March 31, 2026 and 2025, 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.

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

The awards eligible to be granted under the 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, 2025, 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, 2026, the only outstanding awards under the plan 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 ) 162.55

SARs forfeited or expired ( 2 ) 146.00

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.

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 2025 and 2024 were $ 105.31 and $ 64.00 , respectively, and were estimated using the weighted average assumptions shown in the table below:

Expected Life in Years 7.0 7.0

Volatility 36.6 % 35.0 %

Interest Rate 4.4 % 4.4 %

Yield Rate 0.8 % 1.1 %

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.

Outstanding as of March 31, 2026 23 $ 171.21 3.90 $ 1,178

Exercisable as of March 31, 2026 21 $ 173.78 3.94 $ 1,033

Unvested as of March 31, 2026 2 $ 144.60 3.45 $ 145

There was approximately $ 118 thousand and $ 106 thousand of compensation expense relating to SARs vesting on or before March 31, 2026 and 2025, respectively, included in personnel expenses in the unaudited Consolidated Statements of Operations.

As of March 31, 2026, there was $ 113 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 September 30, 2025 and 2024:

Provided below is selected financial information about the Company's operations by segment for the periods ended March 31, 2026 and 2025:

Three Months Ended

September 30, 2025 (in thousands) Title

March 31, 2026 (in thousands) Title

Insurance Exchange

11 unchanged sentences

Three Months Ended

September 30, 2024 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

Insurance and other services revenues $ 63,272 $ 2,634 $ 2,252 $ ( 4,036 ) $ 64,122

Net investment income 3,681 115 911 — 4,707

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

Commissions to agents 32,097 — — ( 3,008 ) 29,089

Provision for claims 1,668 — — — 1,668

Personnel expenses 16,059 583 1,415 — 18,057

Other 8,387 85 829 ( 874 ) 8,427

Operating expenses 58,211 668 2,244 ( 3,882 ) 57,241

Income before income taxes $ 8,742 $ 2,081 $ 919 $ ( 154 ) $ 11,588

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

Nine Months Ended

September 30, 2025 (in thousands) Title

Insurance Exchange

Other Intersegment Eliminations Total

Insurance and other services revenues $ 185,062 $ 10,616 $ 7,552 $ ( 12,083 ) $ 191,147

Net investment income 9,178 228 2,684 — 12,090

Total revenues 194,240 10,844 10,236 ( 12,083 ) 203,237

Commissions to agents 92,536 — — ( 8,381 ) 84,155

Provision for claims 3,612 — — — 3,612

Personnel expenses 46,033 1,855 5,341 — 53,229

Other 25,929 300 4,309 ( 3,239 ) 27,299

Operating expenses 168,110 2,155 9,650 ( 11,620 ) 168,295

Income before income taxes $ 26,130 $ 8,689 $ 586 $ ( 463 ) $ 34,942

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

Nine Months Ended

September 30, 2024 (in thousands) Title

March 31, 2025 (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 $ 15.6 million and $ 15.4 million as of September 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 $ 15.7 million and $ 15.6 million as of March 31, 2026 and December 31, 2025, 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, 2025 and 2024:

The following sets forth the net periodic benefit cost for the executive benefits for the periods ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

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, 2025 (in thousands) Amortized

As of March 31, 2026 (in thousands) Amortized

Losses Estimated Fair

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

Governmental obligations $ 1,082 $ — $ ( 8 ) $ 1,074

General obligations of U.S.

9 unchanged sentences

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

Government obligations $ 300 $ 2 $ — $ 302

General obligations of U.S.

7 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 September 30, 2025 are as follows:

The scheduled maturities of fixed maturity securities at March 31, 2026 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, 2025 and December 31, 2024:

Less than 12 Months 12 Months or Longer Total

As of September 30, 2025 (in thousands) Estimated

As of March 31, 2026 (in thousands) Estimated

Value Unrealized

3 unchanged sentences

Value Unrealized

Governmental obligations $ 1,074 $ ( 8 ) $ — $ — $ 1,074 $ ( 8 )

General obligations of U.S.

23 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 23 and 60 fixed maturity securities had unrealized losses at September 30, 2025 and December 31, 2024, respectively.

A total of 57 and 32 fixed maturity securities had unrealized losses at March 31, 2026 and December 31, 2025, 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 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.

The Company recorded no impairment charges related to fixed maturity securities for the three-month periods ended March 31, 2026 and 2025, respectively.

Expenses related to impairments are recorded in net investment gains (losses) 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, 2025 (in thousands)

As of March 31, 2026 (in thousands)

Cost Estimated Fair

7 unchanged sentences

$ 28,575 $ 41,481

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

Net Investment Gains

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

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-month periods ended March 31, 2026 and 2025 are summarized as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

3 unchanged sentences

$ 223 $ 2,560

$ 1,034 $ 444 $ 5,195 $ 5,157

Gross realized losses from securities:

1 unchanged sentence

$ ( 106 ) $ ( 287 )

Write-down of securities — — — ( 74 )

$ ( 106 ) $ ( 287 )

2 unchanged sentences

Gains on other investments $ — $ 1

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

Write-down of other assets — ( 275 )

2 unchanged sentences

Changes in the estimated fair value of equity security investments $ 407 $ ( 3,178 )

Net investment gains $ 2,057 $ 976 $ 2,982 $ 4,640

Net investment gains (losses) $ 524 $ ( 1,179 )

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, 2025:

March 31, 2026

(in thousands) Balance Sheet Classification Carrying Value Estimated

3 unchanged sentences

$ 13,247 $ 15,416 $ 16,592

December 31, 2025

(in thousands) Balance Sheet Classification Carrying Value Estimated

Fair Value Maximum Potential Loss (a)

Real estate LLCs or LPs Other investments $ 13,238 $ 14,877 $ 16,592

Small business investment LPs Other investments 668 668 —

Total $ 13,906 $ 15,545 $ 16,592

(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.

16 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, 2025 and December 31, 2024, the Company did not adjust any Level 2 fair values.

As of March 31, 2026 and December 31, 2025, 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, 2025 and December 31, 2024:

As of September 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 March 31, 2026 and December 31, 2025:

As of March 31, 2026 (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, 2025 and December 31, 2024:

As of September 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 March 31, 2026 and December 31, 2025:

As of March 31, 2026 (in thousands) Level 1 Level 2 Level 3 Total

Financial assets:

23 unchanged sentences

$ 132,558 $ — $ — $ 132,558

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

The Company did not hold any Level 3 category debt or marketable equity investment securities as of March 31, 2026 or December 31, 2025.

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 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)

There were no impairments for such investments made during the three-month period ended March 31, 2026 and twelve-month period ended December 31, 2025.

The following tables present assets measured at fair value on a non-recurring basis as of March 31, 2026 and December 31, 2025:

As of March 31, 2026 (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 $ 427.1 million and $ 323.5 million as of September 30, 2025 and December 31, 2024, respectively.

Like-kind exchange deposits and reverse exchange property totaled approximately $ 291.4 million and $ 269.3 million as of March 31, 2026 and December 31, 2025, 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, 2025 As of

March 31, 2026 As of

December 31, 2025

4 unchanged sentences

(in thousands) Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net premiums written $ 8,778 $ 5,673

3 unchanged sentences

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 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.

The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions are all Level 3 inputs.

Management determined that no events or changes in circumstances occurred during the three-month periods ended March 31, 2026 and 2025 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, 2025 As of

March 31, 2026 As of

December 31, 2025

2 unchanged sentences

Tradename 1,177 1,177

17,593 17,593

Accumulated amortization ( 6,227 ) ( 5,946 )

1 unchanged sentence

$ 11,366 $ 11,647

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

The following table provides the estimated aggregate amortization expense, as of March 31, 2026, for each of the five succeeding fiscal years:

Year Ended (in thousands)

1 unchanged sentence

Goodwill and Title Plants

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.

As of March 31, 2026, the Company recognized $ 9.5 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 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.

In accordance with FASB's ASC 350, the Company determined that no events or changes in circumstances occurred during the three-month periods ended March 31, 2026 and 2025 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, 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-month periods ended March 31, 2026 and 2025:

Three Months Ended

September 30, 2025 (in thousands) Unrealized Gains and

March 31, 2026 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans

Beginning balance at June 30, 2025

$ 717 $ 105 $ 822

Other comprehensive income (loss) before calculations 319 ( 3 ) 316

Beginning balance at December 31, 2025 $ 992 $ 99 $ 1,091

Other comprehensive (loss) income before calculations ( 722 ) 22 ( 700 )

Amounts reclassified from accumulated other comprehensive income

( 28 ) — ( 28 )

Net current-period other comprehensive income (loss) 317 ( 3 ) 314

Net current-period other comprehensive (loss) income ( 750 ) 22 ( 728 )

Ending balance $ 242 $ 121 $ 363

Three Months Ended

September 30, 2024 (in thousands) Unrealized Gains and

March 31, 2025 (in thousands) Unrealized Gains and

On Available-for-Sale

1 unchanged sentence

Benefits Plans Total

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

Nine Months Ended

September 30, 2025 (in thousands) Unrealized Gains and

On Available-for-Sale

Securities Postretirement

Benefits Plans

Beginning balance at December 31, 2024 $ 300 $ 55 $ 355

4 unchanged sentences

Ending balance

Nine Months Ended

September 30, 2024 (in thousands) Unrealized Gains and

On Available-for-Sale

Securities Postretirement

Benefits Plans Total

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

Other comprehensive income before calculations 394 — 394

Amounts reclassified from accumulated other comprehensive income

Net current-period other comprehensive income 450 — 450

Ending balance

$ 474 $ 111 $ 585

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:

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the three-month periods ended March 31, 2026 and 2025:

Three Months Ended

September 30, 2025 (in thousands)

March 31, 2026 (in thousands)

Details about Accumulated Other Comprehensive Income Components

4 unchanged sentences

Write-down of securities —

Total $ 1 Net investment gains

Total $ 34 Net investment gains (losses)

Tax ( 6 ) Provision for income taxes

2 unchanged sentences

Three 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 —

Total $ — Net investment gains

Tax — Provision for income taxes

Net of Tax $ —

Reclassifications for the period $ —

Nine Months Ended

September 30, 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 $ 6

Write-down of securities —

Total $ 6 Net investment gains

Tax — Provision for income taxes

Net of Tax $ 6

Reclassifications for the period $ 6

Nine 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 $ ( 74 ) Net investment gains

Total $ 3 Net investment gains (losses)

Tax — Provision for income taxes

16 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

23 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

8 unchanged sentences

(in thousands) As of

September 30, 2025 As of

March 31, 2026 As of

December 31, 2025

4 unchanged sentences

Total lease liabilities $ 8,691 $ 8,050

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:

The future minimum lease payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2026, are summarized as follows:

Year Ended (in thousands) Operating

10 unchanged sentences

Supplemental lease information is as follows:

September 30, 2025 As of

March 31, 2026 As of

December 31, 2025

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