What changed in this filing

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Item 9A. Controls and Procedures

2021-03-10 compared with 2020-03-11 · 78 added, 118 removed, 110 unchanged (64% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer

and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures

(as required by Exchange Act Rules 240.13a-15(b) and 15d-14(a)) as of December 31, 2019.

Based on that evaluation, the Chief Executive

Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective.

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(a)) as of December 31, 2020.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective.

Evaluation of Internal Controls over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our management

has reviewed and evaluated the effectiveness of our internal control over financial reporting based on the framework and criteria

established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (the “COSO Framework”).

Based on our evaluation under the COSO Framework, the Chief Executive Officer

and Chief Financial Officer have concluded that the Company’s current internal control over financial reporting is effective,

and that our Consolidated Financial Statements we include in this Form 10-K Report present fairly, in all material respects, our

financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United

States of America.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act.

Under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our management has reviewed and evaluated the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

Based on our evaluation under the COSO Framework, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current internal control over financial reporting is effective, and that our Consolidated Financial Statements we include in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Controls

There have not been any changes in the

Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during the year ended December 31, 2019, to which this report relates that have materially affected, or are reasonably likely

to materially affect the Company’s internal control over financial reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2020, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance

We incorporate the response to this Item

10 by reference to our proxy statement we will file with the SEC on or about April 17, 2020 relating to our Annual Meeting of Shareholders

that we will hold on May 27, 2020 (our “Proxy Statement”).

We have posted a copy of our Code of

Ethics and Business Conduct on the Governance Highlights page of the Corporate Governance section of our website, www.niholdingsinc.com,

which you can access free of charge.

Information contained on the website is not incorporated by reference in, or considered part

of, this Form 10-K.

We intend to disclose on our website any amendments to, or waivers from, our Code of Ethics and Business Conduct

that are required to be disclosed by law or NASDAQ Listing Rules.

We incorporate the response to this Item 10 by reference to our proxy statement we will file with the SEC on or about April 13, 2021 relating to our Annual Meeting of Shareholders that we will hold on May 25, 2021 (our “Proxy Statement”).

We have posted a copy of our Code of Ethics and Business Conduct on the Governance Highlights page of the Corporate Governance section of our website, www.niholdingsinc.com, which you can access free of charge.

Information contained on the website is not incorporated by reference in, or considered part of, this Form 10-K.

We intend to disclose on our website any amendments to, or waivers from, our Code of Ethics and Business Conduct that are required to be disclosed by law or NASDAQ Listing Rules.

Executive Compensation

We incorporate the response to this Item

11 by reference to our Proxy Statement.

We incorporate the response to this Item 11 by reference to our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We incorporate the response to this Item

12 by reference to our Proxy Statement.

We incorporate the response to this Item 12 by reference to our Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

We incorporate the response to this Item

13 by reference to our Proxy Statement.

We incorporate the response to this Item 13 by reference to our Proxy Statement.

Principal Accountant Fees and Services

We incorporate the response to this

Item 14 by reference to our Proxy Statement.

We incorporate the response to this Item 14 by reference to our Proxy Statement.

Exhibits and Financial Statement Schedules

List of Financial Statements and Financial Statement

The following documents are filed as a part of this report:

List of Financial Statements and Financial Statement Schedules

(a) The following documents are filed as a part of this report:

(1) Financial Statements and

(2) Financial Statement schedules required to be filed by Item 8 of this report.

Schedule I Condensed financial information

of registrant –

Schedule I Condensed financial information of registrant –

NI Holdings, Inc.

All other financial schedules are not required under

the related instructions, as they are inapplicable or the information has been included in the Consolidated Financial Statements,

and therefore have been omitted.

All other financial schedules are not required under the related instructions, as they are inapplicable or the information has been included in the Consolidated Financial Statements, and therefore have been omitted.

(3) The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Form 10-K:

2.1 Plan of Mutual Property and Casualty Insurance Company Conversion and Minority Offering of Nodak Mutual Insurance Company,

dated as of January 21, 2016 (1)

2.1 Plan of Mutual Property and Casualty Insurance Company Conversion and Minority Offering of Nodak Mutual Insurance Company, dated as of January 21, 2016 (1)

3.1 Articles of Incorporation of NI Holdings, Inc.

1 unchanged sentence

3.3 Amendment to the Bylaws of NI Holdings, Inc.

3.4 Amendment No.

2 to the Bylaws of NI Holdings, Inc.

4.1 Form of certificate evidencing shares of common stock of NI Holdings, Inc.

4 unchanged sentences

10.3# Employment Agreement dated as of April 28, 2016, between Michael J.

Alexander and Nodak Mutual Insurance Company and NI Holdings,

Alexander and Nodak Mutual Insurance Company and NI Holdings, Inc.

10.4# Employment Agreement dated as of April 28, 2016, between Brian R.

Doom and Nodak Mutual Insurance Company and NI Holdings,

Doom and Nodak Mutual Insurance Company and NI Holdings, Inc.

10.5# Employment Agreement dated as of April 28, 2016, between Patrick W.

Duncan and Nodak Mutual Insurance Company and NI Holdings,

Duncan and Nodak Mutual Insurance Company and NI Holdings, Inc.

10.6 Trademark License Agreement dated as of October 1, 2016 between North Dakota Farm Bureau and Nodak Mutual Insurance Company (1)

10.7 Multiple Peril Crop/Livestock Insurance Full Service Agency Agreement among American Farm Bureau Insurance Services, Inc.

Nodak Mutual Insurance Company, American West Insurance Company and Battle Creek Mutual Insurance Company for Crop Year 2016 (1)

and Nodak Mutual Insurance Company, American West Insurance Company and Battle Creek Mutual Insurance Company for Crop Year 2016 (1)

10.8 Crop Hail Insurance Full Service Agency Agreement among American Farm Bureau Insurance Services, Inc.

and Nodak Mutual Insurance

Company, American West Insurance Company and Battle Creek Mutual Insurance Company for Crop Year 2016 (1)

and Nodak Mutual Insurance Company, American West Insurance Company and Battle Creek Mutual Insurance Company for Crop Year 2016 (1)

10.9# Nodak Mutual Insurance Company Cash Incentive Bonus Plan (3)

1 unchanged sentence

Employee Stock Ownership Plan (1)

10.11 Affiliation Agreement dated as of December 30, 2010 between Nodak Mutual Insurance Company and Battle Creek Mutual Insurance

10.11 Affiliation Agreement dated as of December 30, 2010 between Nodak Mutual Insurance Company and Battle Creek Mutual Insurance Company (2)

10.12 Form of Time-Based Restricted Stock Unit Agreement for Non-Employee Directors (7)

21.1 Subsidiaries of NI Holdings, Inc.

23.1* Consent of Mazars USA LLP

31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of

1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of

1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Linkbase Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS** Inline XBRL Instance Document –

the instance document does not appear in the Interactive Data File

because its XBRL tags are embedded within the Inline XBRL document

101.SCH** Inline XBRL Taxonomy Extension Schema Linkbase Document

101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** XBRL (Extensible

Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes

of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

# Management contract

or compensatory plan or arrangement.

(1) Filed as an

exhibit to the Company’s Registration Statement on Form S-1 (File No.

333-214057) filed with the SEC on October 11, 2016,

and incorporated herein by reference.

(2) Filed as an

exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-214057) filed with the SEC on

November 14, 2016, and incorporated herein by reference.

(3) Filed as an

exhibit to Amendment No.

4 to the Company’s Registration Statement on Form S-1 (File No.

333-214057) filed with the SEC on

January 12, 2017, and incorporated herein by reference.

Exhibit 3.1 to the Company’s Form 8-K (File No.

001-37973) filed with the SEC on March 2, 2020, and incorporated

herein by reference.

Exhibit 10.1 to the Company’s Form 8-K (File No.001-37973) filed with the SEC on September 18, 2017, and incorporated

herein by reference.

** Inline XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

# Management contract or compensatory plan or arrangement.

(1) Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No.

333-214057) filed with the SEC on October 11, 2016, and incorporated herein by reference.

(2) Filed as an exhibit to Amendment No.

1 to the Company’s Registration Statement on Form S-1 (File No.

333-214057) filed with the SEC on November 14, 2016, and incorporated herein by reference.

(3) Filed as an exhibit to Amendment No.

4 to the Company’s Registration Statement on Form S-1 (File No.

333-214057) filed with the SEC on January 12, 2017, and incorporated herein by reference.

(4) Filed as Exhibit 3.1 to the Company’s Form 8-K (File No.

001-37973) filed with the SEC on March 2, 2020, and incorporated herein by reference.

(5) Filed as Exhibit 10.1 to the Company’s Form 8-K (File No.001-37973) filed with the SEC on September 18, 2017, and incorporated herein by reference.

(6) Filed as Exhibit 3.1 to the Company’s Form 8-K (File No.

001-37973) filed with the SEC on April 22, 2020, and incorporated herein by reference.

(7) Filed as Exhibit 10.2 to the Company’s Form 8-K (File No.

001-37973) filed with the SEC on May 29, 2020, and incorporated herein by reference.

Form 10-K Summary

Schedule I –

Condensed financial information of

registrant –

Schedule I –

Condensed financial information of registrant –

NI Holdings, Inc.

1 unchanged sentence

was formed on March 13, 2017.

The following condensed

financial information begins with that date.

The following condensed financial information begins with that date.

Condensed Balance Sheets

3 unchanged sentences

Total cash and investments

Income tax recoverables

Accrued investment income

1 unchanged sentence

Deferred income tax asset, net

Westminster consideration payable

Accrued expenses and other liabilities

2 unchanged sentences

Total liabilities

Shareholders’

Total liabilities and equity

3 unchanged sentences

Net investment income

Net realized capital gain on investments

Net capital gain on investments

Total revenues

2 unchanged sentences

Income (loss) before income taxes and equity in undistributed net income of subsidiaries

Income tax expense (benefit)

Income tax (benefit) expense

Income (loss) before equity in undistributed net income of subsidiaries

18 unchanged sentences

Cash flows from investing activities:

Net sale (purchase) of fixed income and equity securities

Net sale of fixed income and equity securities

Acquisition of Direct Auto Insurance Company

Acquisition of Westminster American Insurance Company

Net cash flows from investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock

Dividend from subsidiaries

Purchase of treasury stock

Loan to employee stock ownership plan

Issuance of restricted stock awards

Net cash flows from financing activities

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Note A –

Basis of presentation

In the parent-company-only financial

statements, the Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries

since inception.

The parent-company-only financial statements should be read in conjunction with the Company’s Consolidated

Financial Statements.

Note B –

In the parent-company-only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since inception.

The parent-company-only financial statements should be read in conjunction with the Company’s Consolidated Financial Statements.

Note B –

Dividends from subsidiaries

The Company has received no dividends

from its subsidiaries since being formed on March 13, 2017.

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized on March 11, 2020.

The Company received a cash dividend of $6,000 from Nodak Insurance during the year ended December 31, 2020.

No dividends from its subsidiaries were received during the years ended December 31, 2019 or 2018.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 10, 2021.

NI HOLDINGS, INC.

2 unchanged sentences

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below on March 11, 2020, by the following persons on behalf of the registrant and in the capacities

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 10, 2021, by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Michael J.

14 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-K

Item 9A. Controls and Procedures