What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-07 compared with 2024-03-15 · 30 added, 61 removed, 67 unchanged (58% 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 29, 2024, there were approximately 533 shareholders of record for

the Company’s common stock.

The Company’s common shares trade on the

Nasdaq Capital Market (“Nasdaq”) under the symbol “NODK.” As of February 28, 2025, there were approximately 502

shareholders of record for the Company’s common stock.

Stock Performance Graph

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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 conditions.

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

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

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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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”.

North Dakota law limits the amount of dividends and other distributions that Nodak Insurance and Direct Auto may pay to

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 22 “Statutory Net Income (Loss), Capital and Surplus, and Dividend Restrictions.”

Even if we receive dividends from Nodak Insurance

Direct Auto, or Westminster, we may not declare any dividends to our shareholders due to working capital requirements.

We are not subject

to regulatory restrictions on the payment of dividends to shareholders, but we are subject to the requirements of the North Dakota Business

Corporation Act.

This law generally permits dividends or distributions to be paid, to the extent we still have the ability to pay our

debts in the ordinary course of business after making the dividend or distribution payments.

This law requires our total assets to exceed

our total liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of holders of stock with

senior liquidation rights if we were to be dissolved at the time the dividend or distribution is paid.

or Direct Auto, we may not declare any dividends to our shareholders due to working capital requirements.

We are not subject to regulatory

restrictions on the payment of dividends to shareholders, but we are subject to the requirements of the North Dakota Business Corporation

This law generally permits dividends or distributions to be paid, to the extent we still have the ability to pay our debts in the

ordinary course of business after making the dividend or distribution payments.

This law requires our total assets to exceed our total

liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of holders of stock with senior liquidation

rights if we were to be dissolved at the time the dividend or distribution is paid.

Unregistered Securities

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within the past three years.

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

shares of common stock at a price of $10.00 per share.

The Company received net proceeds of $93,145 from the offering, after deducting

the underwriting discounts and offering expenses.

Direct Auto was acquired on August 31, 2018, with

$17,000 of the net proceeds from the IPO.

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

We paid $20,000

at the time of closing.

The terms of the acquisition agreement included payment of the remaining $20,000, subject to certain adjustments,

in three equal installments on each of the first and second anniversaries of the closing, and on the first business day of the month preceding

the third anniversary of the closing.

The first two installments were paid in January 2021 and January 2022, and the final installment

was paid in December 2022 with no adjustments from the originally anticipated amount.

The Company used net proceeds from the IPO to satisfy

these obligations.

From time to time, the Company may also repurchase

its own stock.

To date, the Company has used net proceeds from the IPO to fund these share repurchases.

For more information, see Part

II, Item 5, “Issuer Stock Purchases”.

There has been no material change in the planned

use of proceeds from our IPO as described in our final prospectus filed with the SEC on January 17, 2017.

Issuer Stock Purchases

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to March 13, 2017.

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.

On August 11, 2021, our Board of Directors approved

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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.

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

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excise taxes.

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

During the year ended December 31, 2024, we did not repurchase any shares of our common stock.

At December 31, 2024, $2,052

remains available under this authorization.

Share repurchase activity during the three months ended December

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or Programs (1)

Maximum Approximate

Dollar Value of Shares

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December 1 – 31, 2024

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

(1) Shares purchased pursuant to the May 9, 2022 publicly announced share repurchase authorization of up to approximately $10,000 of the

Company’s outstanding common stock.

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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