What changed in this filing

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Item 9A. Controls and Procedures

2025-03-07 compared with 2024-03-15 · 141 added, 171 removed, 155 unchanged (67% 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 Rules 13a-15(b) and 15d-15(b) under the Exchange Act) as of December 31, 2023.

Based on that evaluation, the Chief Executive Officer

and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as of the end of the period covered

by this report, were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed

in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms, and that such material information is accumulated and communicated to the Chief Executive Officer

and Chief Financial Officer to allow timely decisions regarding required disclosures.

We believe that a control system, no matter how

well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of

controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting.

The Company’s Chief Executive Officer and

Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (“DCPs”),

as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, as of December 31, 2024.

Based on that evaluation, the Chief Executive

Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as of the end of the period

covered by this report, were designed and functioning effectively to provide reasonable assurance that the information required to be

disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods

specified in the SEC’s rules and forms, and that such material information is accumulated and communicated to the Chief Executive

Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

We believe that a control system, no matter

how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our Chief Executive

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reporting is effective at December 31, 2024, and that our consolidated financial statements we include in this 2024 Annual Report present

fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with accounting principles

fairly, in all material respects, our financial position, results of operations, and cash flows in accordance with accounting principles

generally accepted in the United States of America.

Mazars USA LLP, our independent registered public

accounting firm, has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2023.

Forvis Mazars, LLP, our independent registered

public accounting firm, has issued an audit report on the effectiveness of our internal control over financial reporting as of December

This audit report appears in Part II, Item 8 “Financial Statements and Supplementary Data” of this 2024 Annual Report.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting (“ICFR”), such that there is a reasonable possibility that a material misstatement

of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed in our Quarterly Report on Form 10-Q/A for

the quarter ended June 30, 2024, the Company did not design and maintain effective controls over its accounting for intercompany reinsurance

pooling activity.

Specifically, it lacked an effectively designed internal control related to the evaluation of pooling payable/receivable

balances, including when a pool member is sold.

This material weakness resulted in a material error and the restatement of the Company's

consolidated financial statements for the three- and six-month periods ended June 30, 2024.

Additionally, this material weakness could

result in misstatements of the aforementioned accounts or disclosures that would result in a material misstatement to the annual or interim

consolidated financial statements that would not be prevented or detected.

Remediation Plan for Material Weakness

Upon identification of the material weakness, management developed

a remediation plan, which included designing and implementing a new quarterly intercompany pooling reconciliation and review process to

fully evaluate pooling payable/receivable balances in support of financial reporting for GAAP purposes.

The material weakness is considered

remediated as of the end of the period covered by this report as the remediation plan has been implemented and there has been sufficient

time for the Company to conclude through testing that the controls are operating effectively.

As the Company's management, under the oversight

of the Audit Committee, continues to evaluate and improve the Company's ICFR, management may decide to take additional measures to address

control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified.

We can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

while ensuring that we maintain an effective internal control environment.

We continued this initiative during the annual period ending

December 31, 2023, in support of the audit of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley

Act of 2002, which resulted in various enhancements to our internal control over financial reporting.

Except for the identified material weakness above, 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 annual period covered by this report that have materially affected, or are reasonably likely

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

Other Information

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of Regulation S-K).

Adoption of 2024

Short-Term Cash Incentive Plan

On February 29, 2024, the Company’s

Board of Directors approved the 2024 Short-Term Cash Incentive Plan (the “STIP”).

Certain key employees, including employees

who are employed to serve as executive officers, participate in the STIP as determined by the

Compensation Committee.

The STIP will be

administered by the Compensation Committee as authorized by the Board.

Participants are eligible to receive cash bonuses based on the

achievement of certain specified metrics, including based on the Company’s combined ratio, direct written premium growth, and a

measurable goal set by the Chief Executive Officer, depending on the individual participant.

The foregoing summary of the STIP does not

purport to be complete and is subject to, and qualified in its entirety by, the full text of the STIP, which is attached as Exhibit 10.18

to this report and is incorporated by reference herein.

Performance Share Unit Agreement

On February 29, 2024, the Company’s

Board of Directors adopted a form of Adjusted Return on Equity Performance Share Unit Agreement (the “PSU Agreement”) for

PSU awards granted under the 2020 Stock and Incentive Plan.

Each PSU Agreement will set forth the maximum number of PSUs to be earned,

assuming achievement of the relevant adjusted return on equity over the measurement period commencing on January 1, 2024 and ending on

December 31, 2026.

of the Company’s objectives relating to adjusted return on equity during the measurement period will determine the actual number

of PSUs to be earned.

The target number of PSUs will be divided into thirds, with one third assigned to each of the three fiscal years

in the measurement period.

The number of PSUs that will be earned for a fiscal year in the measurement period will be determined based

on the Company’s achievement of adjusted return on equity goals for the applicable fiscal year.

A PSU earned for a given fiscal

year shall vest if the participant remains in service to the Company through the end of the measurement period (subject to the exceptions

described below).

Each PSU earned and vested will be settled in one share of the Company’s common stock.

The Compensation Committee

will certify performance following the measurement period no later than March 15, 2027.

participant dies while in service with the Company prior to the last day of the measurement period, then the number of PSUs earned for

completed fiscal years at the time of death, together with one-third of the target number of PSUs for each fiscal year not completed at

the time of death, shall vest and become immediately payable.

If the participant’s service with the Company is terminated due to

the participant’s disability, retirement, or involuntary termination due to a position elimination or reorganization (each a “qualifying

termination”), before the last day of the measurement period, the PSUs will remain outstanding until the last day of the measurement

period and the participant will have a fully vested interest in a pro rata number of the earned PSUs as of the last day of the measurement

If a change in control occurs after a qualifying termination but prior to the end of the measurement period, the measurement period

shall end upon the change in control, and the participant will have a vested interest in a pro rata number of the earned PSUs as of the

last day of the measurement period (using the target number of PSUs for any fiscal year not completed as of the change in control).

a change in control occurs while the participant is in service to the Company, the PSUs earned for fiscal years completed as of the change

in control, together with one-third of the target number of PSUs for each fiscal year not completed as of the change in control, will

be earned and converted into time-based RSUs.

If such RSUs are assumed in connection with the change in control, then the RSUs will become

fully vested if the participant remains in service with the Company until December 31, 2026, dies while in service, resigns at retirement

age, or terminates their employment due to disability or involuntary termination due to position elimination or reorganization.

participant’s service with the Company is involuntarily terminated without cause or if the participant resigns for good reason within

24 months following a change in control but prior to December 31, 2026, any RSUs that remain unvested will vest in full and become non-forfeitable

as of the date of such termination.

The foregoing summary does not purport to

be complete and is subject to, and qualified in its entirety by, the full text of the PSU Agreement, which is attached as Exhibit 10.17

to this report and is incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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 10, 2024 relating to our Annual Meeting of Shareholders that we will

hold on May 21, 2024 (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 2023 Annual Report.

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 9, 2025 relating to our Annual Meeting of Shareholders that

we will hold on May 20, 2025 (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 2024

Annual Report.

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 SEC rules 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 Schedules

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

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

Financial Statements and

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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.

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

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

DESCRIPTION OF EXHIBIT

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

Stock Purchase Agreement, dated May 7, 2024 (filed as an exhibit to the Company’s Form 8-K filed with the SEC on May 8, 2024, and incorporated herein by reference).

Articles of Incorporation of NI Holdings, Inc.

(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).

Articles of Amendment to the Articles of Incorporation, dated May 24, 2023.

(filed as an exhibit to the Company’s Form 8-K filed with the SEC on May 25, 2023, and incorporated herein by reference).

Amended and Restated Bylaws of NI Holdings, Inc., dated May 24, 2023.

(filed as an exhibit to the Company’s Form 8-K filed with the SEC on May 25, 2023, and incorporated herein by reference).

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

Description of Securities Registered Under Section 12 of the Exchange Act (6)

(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).

Description of Securities Registered Under Section 12 of the Exchange Act (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 10, 2021, and incorporated herein by reference).

2017 NI Holdings, Inc.

Equity Incentive Plan (4)

Nodak Mutual Insurance Company Nonqualified Deferred Compensation Plan (1)

Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 18, 2017, and incorporated herein by reference).

Nodak Mutual Insurance Company Nonqualified Deferred Compensation Plan (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).

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

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

Amended and Restated Employment Agreement dated as of August 8, 2023, between

(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).

Amended and Restated Employment Agreement dated as of December 1, 2024, between Seth C.

Daggett and Nodak Insurance Company and NI Holdings, Inc.

1 unchanged sentence

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

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

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

Multiple Peril Crop/Livestock 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 (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).

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)

Nodak Mutual Insurance Company Cash Incentive Bonus Plan (3)

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

Nodak Mutual Insurance Company Cash Incentive Bonus Plan (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).

NI Holdings, Inc.

Employee Stock Ownership Plan (1)

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

Form of Time-Based Restricted Stock Unit Agreement for Non-Employee Directors (5)

Employee Stock Ownership Plan (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).

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

Form of Time-Based Restricted Stock Unit Agreement for Non-Employee Directors (filed as an exhibit to the Company’s Form 8-K filed with the SEC on May 29, 2020, and incorporated herein by reference).

NI Holdings, Inc.

2020 Stock and Incentive Plan (5)

Form of Time-Based Restricted Stock Unit Agreement for Executives (8)

2020 Stock and Incentive Plan (filed as an exhibit to the Company’s Form 8-K filed with the SEC on May 29, 2020, and incorporated herein by reference).

Form of Time-Based Restricted Stock Unit Agreement for Executives (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 9, 2022, and incorporated herein by reference).

Form of NI Holdings, Inc.

Growth in Book Value Per Share Performance Share Unit Agreement (8)

Growth in Book Value Per Share Performance Share Unit Agreement (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 9, 2022, and incorporated herein by reference).

2022 NI Holdings, Inc.

Short-Term Incentive Bonus (9)

Short-Term Incentive Bonus (filed as an exhibit to the Company’s Form 10-Q filed with the SEC on May 6, 2022, and incorporated herein by reference).

Form of NI Holdings, Inc.

Adjusted Return on Equity Performance Share Unit Agreement

Adjusted Return on Equity Performance Share Unit Agreement (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 15, 2024, and incorporated herein by reference).

2024 NI Holdings, Inc.

Short-Term Incentive Bonus

Short-Term Incentive Bonus (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 15, 2024, and incorporated herein by reference).

Employment Agreement dated August 26, 2024, between the Company and Cindy L.

Launer (filed as an exhibit to the Company’s Current Report on Form 8-K/A filed August 26, 2024).

Separation Agreement, dated September 16, 2024, between NI Holdings, Inc.

and Michael J.

Alexander (filed as an exhibit to the Company’s Current Report on Form 8-K filed September 19, 2024).

Separation Agreement, dated November 27, 2024, between NI Holdings, Inc.

and Patrick W.

Duncan (filed as an exhibit to the Company’s Current Report on Form 8-K filed December 3, 2024).

NI Holdings, Inc.

Policy on Insider Trading, adopted August 20, 2024.

Subsidiaries of NI Holdings, Inc.

Consent of Forvis Mazars, LLP, New York, NY, PCAOB ID 686

Consent of Mazars USA LLP, Fort Washington, PA, PCAOB ID 339

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NI Holdings, Inc.

Incentive Compensation Recovery Policy, adopted December 1, 2023.

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

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

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

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

Incentive Compensation Recovery Policy, adopted December 1, 2023 ( Filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 15, 2024, and incorporated herein by reference.

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

Inline XBRL Taxonomy Extension Schema Linkbase Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

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Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

* Filed herewith.

** Furnished herewith.

*** Inline XBRL (Extensible

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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 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.

(5) Filed as an exhibit to

the Company’s Form 8-K (File No.

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

(6) Filed as an exhibit to

the Company’s Form 10-K (File No.

001-37973) filed with the SEC on March 10, 2021, and incorporated herein by reference.

(7) Filed as Exhibit 10.1

to the Company’s Form 10-Q (File No.

001-37973) filed with the SEC on August 8, 2023, and incorporated herein by reference.

(8) Filed as an exhibit

to the Company’s Form 10-K (File No.

001-37973) filed with the SEC on March 9, 2022, and incorporated herein by reference.

(9) Filed as an exhibit

to the Company’s Form 10-Q (File No.

001-37973) filed with the SEC on May 6, 2022, and incorporated herein by reference.

(10) Filed as an exhibit to the

Company’s Form 8-K (File No.

001-37973) filed with the SEC on May 25, 2023, and incorporated herein by reference.

# Management contract or

compensatory plan or arrangement.

Form 10-K Summary

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Cash and cash equivalents

Fixed income securities, at fair value (net of allowance for expected credit losses of $0 at December 31, 2023 and $0 at December 31, 2022)

Fixed income securities, at fair value (net of allowance for expected credit losses of $0 at December 31, 2024 and 2023)

Equity securities, at fair value

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Year Ended December 31,

Net investment income

Net investment income (loss)

Net investment gains (losses)

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Total expenses

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

Income tax expense (benefit)

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

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

Income tax benefit

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

Equity in undistributed net income (loss) of subsidiaries

Net income (loss) attributable to NI Holdings, Inc.

Loss on sale of discontinued operations, net of tax

Net loss attributable to NI Holdings, Inc.

Condensed Statements of Comprehensive Income

Year Ended December 31,

Net income (loss) attributable to NI Holdings, Inc.

Net loss attributable to NI Holdings, Inc.

Other comprehensive income (loss), net of income taxes:

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Equity in undistributed net income of subsidiaries

Loss on sale of Westminster

Net adjustments

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Purchases of equity securities

Proceeds from disposition of Westminster

Net cash flows from investing activities

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NI HOLDINGS, INC.

/s/ Michael J.

President and Chief Executive Officer

2 unchanged sentences

this report has been signed below on March 7, 2025, by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Michael J.

President and Chief Executive Officer ( Principal Executive Officer ), Director

March 7, 2025

/s/ Matthew J.

Chief Financial Officer ( Principal Financial Officer and Principal Accounting Officer )

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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 9A. Controls and Procedures