What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-15 compared with 2023-03-08 · 49 added, 56 removed, 79 unchanged (57% of the section changed)

1 unchanged sentence

Market Information

The Company’s common shares trade on the

NASDAQ Capital Market under the symbol “NODK”.

As of February 28, 2023, there were approximately 558 shareholders of record

for the Company’s common stock.

The Company’s common shares trade on the NASDAQ

Capital Market under the symbol “NODK”.

As of February 29, 2024, there were approximately 533 shareholders of record for

the Company’s common stock.

Stock Performance Graph

The following

graph shows the cumulative total shareholder return (stock price increase plus dividends) on our common stock from March 16, 2017

(the first date that shares of our common stock were available for trading) through December 31, 2022, along with the corresponding

returns for the Russell 2000 Index (as the broad stock market index) and the Standard & Poor’s (S&P) 1500 US P&C

Insurance Index (as the published industry index).

The price weighted Dow Jones US P&C Insurance Index historically presented

within the following graph was replaced in this Annual Report in favor of the market capitalization weighted S&P 1500 US P&C

Insurance Index.

The graph assumes that the value of the investment in the common stock and each index was $100 on March 16, 2017,

and that all dividends were reinvested.

The following graph

shows the cumulative total shareholder return (stock price increase plus dividends) on our common stock from December 31, 2018 through

December 31, 2023, along with the corresponding returns for the Russell 2000 Index (as the broad stock market index) and the Standard

& Poor’s (S&P) 1500 US P&C Insurance Index (as the published industry index).

The graph assumes that the value of the

investment in the common stock and each index was $100 on December 31, 2018, and that all dividends were reinvested.

Dividend Policy

Our Board of Directors continues to evaluate a

potential policy of paying regular cash dividends, but has not decided on the amounts that may be paid, the frequency of any payment,

or when any payments may begin.

Therefore, the timing and the amount of cash dividends that may be paid to shareholders in the future

is uncertain.

In addition, the Board of Directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular

cash dividends.

In determining whether to declare or pay any dividends, whether regular or special, the Board of Directors will take into

account our financial condition and results of operations, income tax considerations, capital requirements, industry standards, and economic

Our Board of Directors continues to evaluate a potential

policy of paying regular cash dividends but has not decided on the amounts that may be paid, the frequency of any payment, or when any

payments may begin.

Therefore, the timing and the amount of cash dividends that may be paid to shareholders in the future is uncertain.

In addition, the Board of Directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends.

In determining whether to declare or pay any dividends, whether regular or special, the Board of Directors will take into account our

financial condition and results of operations, income tax considerations, capital requirements, industry standards, and economic conditions.

We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.

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However, any future dividends may be restricted to those received from our insurance

subsidiaries, as our income is limited to earnings from the invested capital remaining from our initial IPO.

North Dakota law limits the

amount of dividends and other distributions that Nodak Insurance, Direct Auto, and Westminster may pay to us.

For information regarding

the regulatory restrictions on dividends our insurance subsidiaries can pay, refer to Part II, Item 7, “Management’s Discussion

and Analysis of Financial Condition and Results of Operations”, “Liquidity and Capital Resources”, and Part II, Item

8, Note 21 “Statutory Net Income (Loss), Capital and Surplus, and Dividend Restrictions”.

subsidiaries.

North Dakota law limits the amount of dividends and other distributions that Nodak Insurance, Direct Auto, and Westminster

may pay to us.

For information regarding the regulatory restrictions on dividends our insurance subsidiaries can pay, refer to Part II,

Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Liquidity and

Capital Resources”, and Part II, Item 8, Note 21 “Statutory Net Income (Loss), Capital and Surplus, and Dividend Restrictions”.

Even if we receive dividends from Nodak Insurance,

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Use of Proceeds from Initial Public Offering

On January 17, 2017, our registration statement

on Form S-1 registering our common stock was declared effective by the SEC.

On January 17, 2017, our registration statement on

Form S-1 registering our common stock was declared effective by the SEC.

On March 13, 2017, the Company completed the IPO of 10,350,000

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On January 1, 2020, we acquired Westminster for $40,000.

We paid $20,000

at the time of closing.

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to March 13, 2017.

On February 28, 2018, our Board of Directors approved

an authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock.

We completed the repurchase

of 191,265 shares of our common stock for $2,966 during 2018, and an additional 116,034 shares for $2,006 during 2019.

During the six

months ended June 30, 2020, we completed the repurchase of 402,056 shares of our common stock for $4,996 to close out this authorization.

On May 4, 2020, our Board of Directors approved an additional authorization

for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock.

On May 4, 2020, our Board of Directors approved an authorization for

the repurchase of up to approximately $10,000 of the Company’s outstanding common stock.

During the year ended December 31, 2020,

we completed the repurchase of 454,443 shares of our common stock for $7,238 under this authorization.

During the nine months ended

September 30, 2021, we repurchased an additional 144,110 shares of our common stock for $2,762 to close out this authorization.

During the nine months ended September

30, 2021, we repurchased an additional 144,110 shares of our common stock for $2,762 to close out this authorization.

On August 11, 2021, our Board of Directors approved

an additional authorization for the repurchase of up to approximately $5,000 of the Company’s outstanding common stock.

year ended December 31, 2021, we completed the repurchase of 81,095 shares of our common stock for $1,554 under this new authorization.

During the year ended December 31, 2022, we completed the repurchase of 214,937 shares of our common stock for $3,446 to close out this

authorization.

On May 9, 2022, our Board of Directors approved

an additional authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock.

the year ended December 31, 2022, we completed the repurchase of 54,223 shares of our common stock for $734 under this authorization.

In total during the year ended December 31, 2022, we completed the

repurchase of 269,160 shares of our common stock for $4,180.

The repurchases made in the three months ended December 31, 2022, are shown

an authorization for the repurchase of up to approximately $5,000 of the Company’s outstanding common stock.

During the year ended

December 31, 2021, we completed the repurchase of 81,095 shares of our common stock for $1,554 under this new authorization.

year ended December 31, 2022, we completed the repurchase of 214,937 shares of our common stock for $3,446 to close out this authorization.

On May 9, 2022, our Board of Directors approved an

authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock.

During the year ended

December 31, 2022, we completed the repurchase of 54,223 shares of our common stock for $734 under this authorization.

During the year

ended December 31, 2023, we repurchased an additional 548,549 shares of our common stock for $7,278, including the effect from applicable

excise taxes.

At December 31, 2023, $2,052 remains available under this authorization.

Share repurchase activity during the three months ended December 31,

2023, is presented below:

Period in 2023

1 unchanged sentence

Average Price

Per Share (3)

Total Number of

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December 1 – 31, 2023

(1) Shares purchased pursuant to the August 11, 2021, and May 9, 2022, publicly announced share repurchase authorizations of up to approximately

$5,000 and $10,000, respectively, of the Company’s outstanding common stock.

The August 11, 2021, repurchase authorization was completed

in November 2022.

Shares purchased pursuant to the May 9, 2022, publicly announced share repurchase authorizations of up to approximately $10,000 of the

Company’s outstanding common stock.

Maximum dollar value of shares that may yet be purchased consist of up to approximately $2,052 under the May 9, 2022, publicly announced

share repurchase authorization.

The Inflation Reduction Act of 2022 imposed a 1% excise tax on the net value of certain share repurchases made after December 31, 2022.

All dollar amounts presented exclude such excise taxes, as applicable.

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 5. Market for Registrant’s Common Equity