What changed in this filing

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Item 1. Business

2026-03-06 compared with 2025-03-07 · 192 added, 222 removed, 524 unchanged (44% of the section changed)

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for public trading on March 16, 2017.

These consolidated financial statements include the financial

position and results of operations of NI Holdings and the following other entities:

These consolidated financial statements include the

financial position and results of operations of NI Holdings and the following other entities:

· Nodak Insurance – a wholly-owned subsidiary of NI Holdings;

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to Scott Insurance Holdings, LLC (“Scott Insurance Holdings”) on June 30, 2024.

A chart of the corporate structure as of December 31, 2024, and a

more complete description of each of the NI Holdings subsidiaries, is included below.

A chart of the corporate structure as of December 31, 2025, and a more

complete description of each of the NI Holdings subsidiaries, is included below.

NI HOLDINGS, INC.

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Primero Insurance Company

The executive offices of NI Holdings and Nodak

Insurance are located at 1101 First Avenue North, Fargo, North Dakota 58102, and the main office phone number is 701-298-4200.

The executive offices of NI Holdings and Nodak Insurance

are located at 1101 First Avenue North, Fargo, North Dakota 58102, and the main office phone number is 701-298-4200.

website address is www.niholdingsinc.com .

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Nodak Insurance is the largest domestic property and casualty insurance

company based in North Dakota, offering private passenger auto, homeowners, farmowners, commercial multi-peril, crop hail, and Federal

multi-peril crop insurance coverages through its captive agents in the state.

company based in North Dakota, offering private passenger auto, homeowners, farmowners, commercial multi-peril, excess liability, dwelling,

crop hail, and Federal multi-peril crop insurance coverages through its captive agents in the state.

Nodak Insurance was formed in 1946 to offer property

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Nodak Agency is an inactive shell corporation.

Tri-State, Ltd.

is an inactive shell corporation.

American West Insurance Company

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company licensed in eight states in the Midwest and Western regions of the United States (“U.S.”).

American West began writing

policies in 2002 and primarily writes private passenger auto, homeowners, and farm coverages in South Dakota.

American West also writes

private passenger auto coverage in North Dakota, as well as crop hail and Federal multi-peril crop insurance coverages in Minnesota and

South Dakota.

As of December 31, 2024, American West distributed its products through independent agents in 63 contracted agencies.

Primero Insurance Company

Primero is a wholly-owned subsidiary of Tri-State,

Tri-State, Ltd.

is an inactive shell corporation 100% owned by Nodak Insurance.

Primero is a property and casualty insurance company

writing non-standard automobile coverage in the states of Nevada, Arizona, North Dakota, and South Dakota during 2024.

Primero was acquired

by Nodak Insurance in 2014.

As of December 31, 2024, Primero no longer writes coverage in the state of Nevada.

Primero distributed its

policies through independent agents in 216 contracted agencies in the three remaining states.

American West primarily

writes private passenger auto, homeowners, and farm coverages in South Dakota.

American West also writes private passenger auto coverage

in North Dakota, as well as crop hail and Federal multi-peril crop insurance coverages in Minnesota and South Dakota.

As of December 31,

2025, American West distributed its products through independent agents in 64 contracted agencies.

Battle Creek Insurance Company

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in 2011, and Nodak Insurance provides underwriting, claims management, policy administration, and other administrative services to Battle

On January 2, 2024, Battle Creek issued 300,000

shares of its common stock to Nodak Insurance at a $10.00 per share par value and became a wholly-owned subsidiary of Nodak Insurance.

Because we concluded that we controlled Battle Creek prior to January 2, 2024, we consolidated the financial statements of Battle Creek,

and Battle Creek’s policyholders’ interest in Battle Creek was reflected as a non-controlling interest in shareholders’

equity in our Consolidated Balance Sheets for NI Holdings (“Consolidated Balance Sheets”) and its net income or loss was excluded

On January 2, 2024, Battle Creek issued 300,000 shares

of its common stock to Nodak Insurance at a $10.00 per share par value and became a wholly-owned subsidiary of Nodak Insurance.

we concluded that we controlled Battle Creek prior to January 2, 2024, we consolidated the financial statements of Battle Creek, and Battle

Creek’s policyholders’ interest in Battle Creek was reflected as a non-controlling interest in shareholders’ equity

in our Consolidated Balance Sheets for NI Holdings (“Consolidated

Balance Sheets”) and its net income or loss was excluded

from net income or loss attributed to NI Holdings in our Consolidated Statements of Operations for NI Holdings (“Consolidated Statements

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Statements of Operations and, as such, no longer reflected as a non-controlling interest.

Tri-State, Ltd.

is an inactive shell corporation.

Primero Insurance Company

Primero is a wholly-owned subsidiary of Tri-State,

Tri-State, Ltd.

is an inactive shell corporation that is 100% owned by Nodak Insurance.

Primero is a property and casualty insurance

company that primarily provides non-standard auto coverage in the states of Arizona, North Dakota, South Dakota, and Nevada.

made the strategic decision to stop writing non-standard auto business for Primero in Nevada during 2024 and in Arizona and South Dakota

during the third quarter of 2025, and existing policies will be non-renewed.

Direct Auto Insurance Company

Direct Auto is a property and casualty insurance

company licensed in Illinois.

Direct Auto began writing non-standard automobile coverage in 2007, and was acquired by NI Holdings on August

31, 2018, via a stock purchase agreement.

As of December 31, 2024, Direct Auto distributed its policies through independent agents in

156 contracted agencies, concentrated primarily in the Chicago area.

company that provides non-standard auto coverage in the state of Illinois.

The Company made the strategic decision to stop writing non-standard

auto business for Direct Auto in Illinois during the third quarter of 2025, and existing policies will be non-renewed.

Westminster American Insurance Company

Westminster is a property and casualty insurance

company licensed in 18 states and the District of Columbia.

Westminster is headquartered in Owings Mills, Maryland and underwrites commercial

multi-peril insurance in the states of Delaware, Georgia, Kentucky, Maryland, New Jersey, North Carolina, Pennsylvania, South Carolina,

Tennessee, Virginia, and the District of Columbia.

Westminster was sold to Scott Insurance Holdings on June 30, 2024.

Subsequent to the

date of sale, Westminster is reflected as discontinued operations within our Consolidated Balance Sheets and Consolidated Statements of

For additional information see Part II, Item 8, Note 20 “Discontinued Operations” of this 2024 Annual Report.

Westminster was a property and casualty insurance

company underwriting commercial multi-peril insurance in 18 states and the District of Columbia.

Westminster was sold to Scott Insurance

Holdings on June 30, 2024.

Subsequent to the date of sale, Westminster is reflected as discontinued operations within our Consolidated

Balance Sheets and Consolidated Statements of Operations.

For additional information see Part II, Item 8, Note 20 “Discontinued

Operations” of this 2025 Annual Report.

General Information

Nodak Insurance markets and distributes its policies through

its captive agents, while all other companies utilize the independent agent distribution channel.

Nodak Insurance markets and distributes its policies through its

captive agents, while all other companies utilize the independent agent distribution channel.

Additionally, all of the Company’s

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and strategic direction for the entire organization.

Nodak Insurance provides common product oversight, pricing practices, and underwriting

standards, as well as underwriting and claims administration, to itself, American West, and Battle Creek.

Primero and Direct Auto personnel

manage the day-to-day operations of their respective companies.

Westminster personnel managed the day-to-day operations of their company

prior to the date of sale.

Westminster personnel managed the day-to-day operations of their company prior to

the date of sale.

The consolidated financial statements of NI Holdings

presented herein include the financial position and results of operations of NI Holdings, Direct Auto, Westminster (as discontinued operations),

and Nodak Insurance, including Nodak Insurance’s subsidiaries of American West, Primero and Battle Creek.

Each of the insurance

companies is subject to examination and comprehensive regulation by the insurance department of its state of domicile, North Dakota.

presented herein include the financial position and results of operations of NI Holdings, Nodak Insurance, including Nodak Insurance’s

subsidiaries of American West, Primero and Battle Creek;

Direct Auto, and Westminster (as discontinued operations until the date of sale).

Each of the insurance companies is subject to examination and comprehensive regulation by the insurance department of its state of domicile,

North Dakota.

Market Overview for Continuing Operations

We market our personal lines products in the upper

Midwest states of North Dakota, Nebraska, South Dakota, and Minnesota.

We offer non-standard auto insurance in the states of Illinois,

Arizona, Nevada, South Dakota, and North Dakota.

We offer commercial multi-peril insurance in the states of North Dakota and South Dakota.

The following chart shows our direct premiums written during the last two years and our relative market share within each of our states

during the year ended December 31, 2023:

Midwest states of North Dakota, Nebraska, South Dakota, Arizona, and Minnesota.

We offer commercial multi-peril insurance in the states

of North Dakota and South Dakota.

Prior to our strategic decision to discontinue writing non-standard auto, we marketed this coverage

in the states of Illinois, Arizona, Nevada, South Dakota, and North Dakota.

The following chart shows our direct premiums written during

the last two years and our relative market share within each of our states during the year ended December 31, 2024:

December 31, 2025

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Total direct premiums written

Market size information is not yet available for the year ended December 31, 2024.

Market size information

is not yet available for the year ended December 31, 2025.

Growth Strategy

We believe we have many opportunities to grow

our business.

We believe we have many opportunities to grow our

Strategies we employ to achieve this growth include:

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profile and favorable reputation throughout North Dakota;

● expansion and enhancement of independent agency relationships, including the use of technology such as mobile apps, online quoting,

and policy issuance initiatives to make it easy for agents and insureds to do business with us;

· expansion and enhancement of agency relationships, including the use of technology such as mobile apps, online quoting, and policy

issuance initiatives to make it easy for agents and insureds to do business with us;

· capitalizing on our excellent claims service for all insureds;

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Corporate Capital Strategy

Our philosophy is to deploy capital in a manner

that provides long-term protection for our policyholders and creates long-term value for our shareholders.

This philosophy is supported

by a number of underlying strategies implemented across the organization that are focused on preservation of capital, including:

Our philosophy is to deploy capital in a manner that

provides long-term protection for our policyholders and creates long-term value for our shareholders.

This philosophy is supported by

a number of underlying strategies implemented across the organization that are focused on preservation of capital, including:

· prioritizing the use of data and modeling tools to help estimate the frequency and severity of risks within our insurance portfolio;

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Our excess capital deployment priorities are to (1)

(1) invest in existing businesses where we see opportunities for profitable growth, (2) make strategic investments and acquisitions that

enhance our businesses and achieve appropriate risk-adjusted returns over time, and (3) return capital to shareholders through share repurchases

invest in existing businesses where we see opportunities for profitable growth, (2) make strategic investments and acquisitions that enhance

our businesses and achieve appropriate risk-adjusted returns over time, and (3) return capital to shareholders through share repurchases

or shareholder dividends.

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Private Passenger Auto

Nodak Insurance, Battle Creek, and American West

Nodak Insurance, American West, and Battle Creek

each write private passenger auto insurance to provide protection against liability for bodily injury and property damage arising from

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Non-Standard Auto

Primero and Direct Auto write non-standard auto

insurance with a focus on minimum-limit auto liability coverage.

Non-standard auto insurance accounted for $87,467 (25.6%) of direct premiums

written by the Company on a consolidated basis during 2024.

Primero and Direct Auto write non-standard auto insurance

with a focus on minimum-limit auto liability coverage.

Non-standard auto insurance accounted for $25,499 (8.8%) of direct premiums written

by the Company on a consolidated basis during 2025.

We made the strategic decision to stop writing non-standard auto business for Primero

in Nevada during 2024 and in Arizona, Illinois, and South Dakota during 2025, and existing policies will be non-renewed.

Home and Farm

Nodak Insurance, Battle Creek, and American West

Nodak Insurance, American West, and Battle Creek

each write homeowners and farmowners policies to provide coverage for damage to buildings, equipment, and contents for a variety of perils,

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Beginning in 1980, the U.S.

Congress expanded

the federal crop insurance program to cover more crops and regions of the country.

More importantly, Congress permitted private sector

insurers to market and administer federal insurance policies in exchange for an opportunity to earn a profit while bearing a portion of

the insurance risk.

Congress expanded the

federal crop insurance program to cover more crops and regions of the country.

More importantly, Congress permitted private sector insurers

to market and administer federal insurance policies in exchange for an opportunity to earn a profit while bearing a portion of the insurance

Congress also authorized a premium subsidy for the farmers and ranchers.

As a result, there was a rapid increase in

the acres insured from approximately 26 million acres in 1980 to 100 million acres in 1990.

The Federal Crop Insurance Reform Act of 1994

made participation in the crop insurance program mandatory for farmers to be eligible to participate in other government support programs

and provided a minimum level of free catastrophic risk coverage for insured and noninsured crops.

As a result, there was a rapid increase in the acres insured

from approximately 26 million acres in 1980 to 100 million acres in 1990.

The Federal Crop Insurance Reform Act of 1994 made participation

in the crop insurance program mandatory for farmers to be eligible to participate in other government support programs and provided a

minimum level of free catastrophic risk coverage for insured and noninsured crops.

American Farm Bureau Insurance Services (“AFBIS”)

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Marketing and Distribution

Our marketing philosophy is to sell profitable

business using a focused, cost-effective distribution system.

Nodak Insurance distributes its insurance products through exclusive agents

in North Dakota, while American West, Battle Creek, Primero, and Direct Auto rely on independent agents.

Our marketing philosophy is to sell profitable business

using a focused, cost-effective distribution system.

Nodak Insurance distributes its insurance products through exclusive agents in North

Dakota, while American West, Battle Creek, Primero, and Direct Auto rely on independent agents.

We review our agents with respect to both premium

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insurance policies.

Nodak Insurance, Battle Creek, American West, and Direct Auto pay annual profit-sharing commissions with respect to

all property and casualty (non-crop) business based on company-specific production metrics related to premiums and profitability.

Our marketing efforts are further supported by

our claims philosophy, which is designed to provide prompt and efficient service and claims processing, resulting in a positive experience

Nodak Insurance, Battle Creek, and American West also pay annual profit-sharing commissions with respect to all property

and casualty (non-crop) business based on company-specific production metrics related to premiums and profitability.

Our marketing efforts are further supported by our

claims philosophy, which is designed to provide prompt and efficient service and claims processing, resulting in a positive experience

for agents and policyholders.

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Underwriting, Risk Assessment, and Pricing

We strive to be disciplined in our pricing by

pursuing rate increases to maintain or improve our underwriting profitability while still being able to attract and retain customers.

We utilize pricing reviews that we believe will help us price risks more accurately, maintain appropriate policyholder retention, and

support the production of profitable new business.

These pricing reviews involve

evaluating our claims experience and loss trends on a

periodic basis to identify changes in the frequency and severity of our claims.

We then consider whether our premium rates are adequate

relative to the level of underwriting risk as well as the sufficiency of our underwriting guidelines.

The nature of our business requires that we remain

sensitive to the marketplace and the pricing strategies of our competitors.

Using the market information as a reference point, we typically

set our prices based on our estimated future costs.

From time to time, we may reduce our discounts or apply a premium surcharge to achieve

an appropriate return.

Pricing flexibility allows us to provide a fair rate commensurate with the assumed risk.

If our pricing strategy

cannot yield sufficient premium to cover our costs on a particular type of risk, we may choose not to underwrite that risk.

philosophy not to sacrifice profitability for premium growth.

We strive to be disciplined in our pricing by pursuing

rate increases to maintain or improve our underwriting profitability while still being able to attract and retain customers.

pricing reviews that we believe will help us price risks more accurately, maintain appropriate policyholder retention, and support the

production of profitable new business.

These pricing reviews involve evaluating our claims experience and loss trends on a periodic basis

to identify changes in the frequency and severity of our claims.

We then consider whether our premium rates are adequate relative to the

level of underwriting risk as well as the sufficiency of our underwriting guidelines.

Enterprise Risk Management

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These risks are discussed in more detail in Part I, Item 1A, “Risk

We consider an enterprise-wide risk management

program to be an integral part of managing our business and a key element in our approach to corporate governance.

Our Enterprise Risk

Management Committee (the “ERMC”) is responsible for the alignment of operational risk management strategies as the coordination

point for enterprise-level direction setting with regard to risk management issues.

The multi-disciplinary ERMC regularly monitors risk

reports and metrics regarding a variety of continuing and emerging risks that may adversely affect the Company, its shareholders, its

policyholders, or other stakeholders.

The Audit Committee of the Board of Directors oversees risk management and regularly receives reports

from the ERMC.

We consider an enterprise-wide risk management program

to be an integral part of managing our business and a key element in our approach to corporate governance.

Our Enterprise Risk Management

Committee (the “ERMC”) is responsible for the alignment of operational risk management strategies as the coordination point

for enterprise-level direction setting with regard to risk management issues.

The multi-disciplinary ERMC regularly monitors risk reports

and metrics regarding a variety of continuing and emerging risks that may adversely affect the Company, its shareholders, its policyholders,

or other stakeholders.

The Audit Committee of the Board of Directors oversees risk management and regularly receives reports from the

We cede and assume certain premiums and losses to and from various

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Our liability for unpaid losses and loss adjustment expenses is not discounted.

For additional information, see Part II, Item 7, “Critical

Accounting Policies” and Part II, Item 8, Note 8 “Unpaid Losses and Loss Adjustment Expenses.”

The majority of funds available for investments are deployed in

a widely diversified portfolio of high quality, liquid taxable U.S.

For additional information, see Part II, Item 7, “Critical Accounting

Policies” and Part II, Item 8, Note 8 “Unpaid Losses and Loss Adjustment Expenses.”

The majority of funds available for investments are deployed in a widely

diversified portfolio of high quality, liquid taxable U.S.

government, tax-exempt and taxable U.S.

municipal, taxable corporate,

municipal, taxable corporate, and U.S.

agency mortgage-backed bonds.

We regularly monitor the effective duration of our fixed income investments, and our investment

purchases and sales are executed with the objective of having adequate funds available to satisfy our insurance and other obligations.

Generally, the expected principal and

interest payments produced by our fixed income portfolio adequately fund the estimated runoff of

the Company’s insurance reserves.

The substantial amount by which the fair value of the fixed income portfolio exceeds the value

of the net insurance liabilities, as well as the positive cash flow from newly sold policies and the large amount of high-quality liquid

bonds, contribute to the Company’s ability to fund claim payments without having to sell illiquid assets or access its credit facilities.

We regularly monitor the effective duration of our fixed income investments, and our investment purchases

and sales are executed with the objective of having adequate funds available to satisfy our insurance and other obligations.

the expected principal and interest payments produced by our fixed income portfolio adequately fund the estimated runoff of the Company’s

insurance reserves.

The substantial amount by which the fair value of the fixed income portfolio exceeds the value of the net insurance

liabilities, as well as the positive cash flow from newly sold policies and the large amount of high-quality liquid bonds, contribute

to the Company’s ability to fund claim payments without having to sell illiquid assets or access its credit facilities.

We also invest a much smaller percentage of the portfolio in private

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including higher volatility and/or less liquidity.

The Investment Committee of NI Holdings’ Board of Directors

reviews and approves the Company’s investment policy periodically.

The Investment Committee of NI Holdings’ Board of Directors reviews

and approves the Company’s investment policy periodically.

The investment portfolio is managed by Conning, Inc.

For additional information, see Part II, Item 7, “Critical

Accounting Policies” and Part II, Item 8, Note 4 “Investments.”

For additional information, see Part II, Item 7, “Critical Accounting

Policies” and Part II, Item 8, Note 4 “Investments.”

Financial Strength

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Our largest competitors include Farmers Union, North Star Mutual, American Family,

and Liberty Mutual insurance companies.

In Nebraska and South Dakota, we have a small farmowners market share, which is dominated by the

large national and regional carriers.

and Farmers Alliance insurance companies.

In Nebraska and South Dakota, we have a small farmowners market share, which is dominated by

the large national and regional carriers.

The principal competitors in our markets for multi-peril

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31, 2025, 2024, and 2023, respectively.

With respect to writing property and casualty

insurance, competitive factors include pricing, agency relationships, policy support, claim service, and market reputation.

writers of property and casualty insurance, our policy terms vary from state to state based on state regulations, competition, pricing,

and other factors including the prescribed minimum liability limits in each state.

We believe our Company differentiates itself from many

larger companies competing for this business by focusing on ease of doing business and providing excellent claims service with local,

knowledgeable employees.

With respect to writing property and casualty insurance,

competitive factors include pricing, agency relationships, policy support, claim service, and market reputation.

Like other writers of

property and casualty insurance, our policy terms vary from state to state based on state regulations, competition, pricing, and other

factors including the prescribed minimum liability limits in each state.

We believe our Company differentiates itself from many larger

companies competing for this business by focusing on ease of doing business and providing excellent claims service with local, knowledgeable

To compete successfully in the property and casualty

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insurance subsidiaries are domiciled in North Dakota.

The NAIC provides guidance to the states with

respect to standardized laws and regulations (including the accounting practices and procedures discussed above), which represent an effort

to standardize insurance industry practices across state lines, oftentimes referred to as “Model Regulations.” It should be

noted that these “model” laws are regulations that have no authority until the individual states pass them as part of the

state legislative process, which may, or may not, be done as suggested, or with modifications.

The NAIC provides guidance to the states with respect

to standardized laws and regulations (including the accounting practices and procedures discussed above), which represent an effort to

standardize insurance industry practices across state lines, oftentimes referred to as “Model Regulations.” It should be noted

that these “model” laws are regulations that have no authority until the individual states pass them as part of the state

legislative process, which may, or may not, be done as suggested, or with modifications.

Premium rate regulation varies greatly among jurisdictions

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The RMA conducts audits of AIPs with respect to claims and loss adjustment

American Agricultural Insurance Company is the

AIP through which we issue multi-peril crop insurance policies and is the holder of the SRA with the FCIC.

American Agricultural Insurance Company is the AIP

through which we issue multi-peril crop insurance policies and is the holder of the SRA with the FCIC.

NAIC Risk-Based Capital Requirements

North Dakota and most other states have adopted

the NAIC system of risk-based capital requirements that require insurance companies to calculate and report information under a risk-based

North Dakota and most other states have adopted the

NAIC system of risk-based capital requirements that require insurance companies to calculate and report information under a risk-based

These risk-based capital requirements attempt to measure statutory capital and surplus needs based on the risks in a company’s

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some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges.

the years ended December 31, 2024 and 2023, none of our insurance company subsidiaries produced results outside the acceptable range for

more than three of the IRIS tests.

During the year ended December 31, 2022, our insurance company subsidiaries produced results outside

the acceptable range for as many as six of the IRIS tests, primarily driven by our significant net loss for the year that negatively impacted

IRIS ratios related to the operating ratio and certain ratios based on policyholders’ surplus.

the years ended December 31, 2025, 2024, and 2023, none of our insurance company subsidiaries produced results outside the acceptable

range for more than three of the IRIS tests.

Enterprise Risk Assessment

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Although our insurance company subsidiaries are exempt from ORSA because of their

size, we intend to incorporate those elements of ORSA that we believe constitute “best practices” into our internal enterprise

size, we have incorporated those elements of ORSA that we believe constitute “best practices” into our internal enterprise

risk assessment.

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Guaranty Fund Laws

All states have guaranty fund laws under which

insurers doing business in the state can be assessed to fund policyholder liabilities of insolvent insurance companies.

Under these laws,

an insurer is subject to assessment depending upon its market share in the state of a given line of business.

All states have guaranty fund laws under which insurers

doing business in the state can be assessed to fund policyholder liabilities of insolvent insurance companies.

Under these laws, an insurer

is subject to assessment depending upon its market share in the state of a given line of business.

For the years ended December 31, 2025,

2024, and 2023, we paid only minimal assessments pursuant to state insurance guaranty association laws.

We establish reserves

relating to insurance companies that are subject to insolvency proceedings

when it becomes probable that we will be subject to an assessment

and the amount of such assessment can be estimated.

We establish reserves relating

to insurance companies that are subject to insolvency proceedings when it becomes probable that we will be subject to an assessment and

the amount of such assessment can be estimated.

We cannot predict the amount and timing of any future assessments under these laws.

Federal Regulation

federal government generally does not

directly regulate the insurance industry except for certain areas of the market, such as insurance for crops, flood, nuclear, and terrorism

However, the federal government has undertaken initiatives or considered legislation in several areas that may affect the insurance

industry, including tort reform, corporate governance, and the taxation of reinsurance companies.

The Dodd-Frank Act established the Federal

Insurance Office, which is authorized to study, monitor, and report to Congress on the insurance industry and to recommend that the Financial

Stability Oversight Council designate an insurer as an entity posing risks to the U.S.

financial stability in the event of the insurer’s

material financial distress or failure.

In December 2013, the Federal Insurance Office issued a report on alternatives to modernize and

improve the system of insurance regulation in the U.S., including by increasing national uniformity through either a federal charter or

effective action by the states.

Changes to federal legislation and administrative policies in several areas, including changes in federal

taxation, can also significantly affect the insurance industry and us.

federal government generally does not directly

regulate the insurance industry except for certain areas of the market, such as insurance for crops, flood, nuclear, and terrorism risks.

However, the federal government has undertaken initiatives or considered legislation in several areas that may affect the insurance industry,

including tort reform, corporate governance, and the taxation of reinsurance companies.

The Dodd-Frank Act established the Federal Insurance

Office, which is authorized to study, monitor, and report to Congress on the insurance industry and to recommend that the Financial Stability

Oversight Council designate an insurer as an entity posing risks to the U.S.

financial stability in the event of the insurer’s material

financial distress or failure.

In December 2013, the Federal Insurance Office issued a report on alternatives to modernize and improve

the system of insurance regulation in the U.S., including by increasing national uniformity through either a federal charter or effective

action by the states.

Changes to federal legislation and administrative policies in several areas, including changes in federal taxation,

can also significantly affect the insurance industry and us.

We are also subject to the Fair and Accurate Credit

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procedures to comply with the GLBA’s related privacy requirements.

In October 2017, the NAIC adopted the Insurance

Data Security Model Law (“IDSML”), which requires insurers, insurance agents, and other entities required to be licensed under

In October 2017, the NAIC adopted the Insurance Data

Security Model Law (“IDSML”), which requires insurers, insurance agents, and other entities required to be licensed under

state insurance laws to develop and maintain a written information security program, conduct risk assessments, oversee the data security

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and file a report with OFAC.

Jumpstart Our Business Startups Act

Until December 31, 2022, we were an emerging growth

company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

We previously

took advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs,

such as reduced public company reporting, accounting, and corporate governance requirements.

However, beginning on December 31, 2022,

we are no longer an EGC and no longer have the ability to delay adoption of these new or revised accounting standards or to take advantage

of reduced corporate governance disclosures.

As an insurance holding company with no independent

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The ability of our subsidiaries to pay dividends to us is regulated by the laws of their state of domicile.

these laws, insurance companies must provide advance

informational notice to the domicile state insurance regulatory authority prior to

these laws, insurance companies must provide advance informational notice to the domicile state insurance regulatory authority prior to

payment of any dividend or distribution to its shareholders.

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with the insurance supervisory agency of its state of domicile and furnish certain information, including information concerning the operations

of companies within the holding company group that may materially affect the operations, management, or financial condition of the insurers

of companies within the holding company group that may

materially affect the operations, management, or financial condition of the insurers

within the group.

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Under these laws, the North Dakota Insurance Department will have the right to examine us at

All transactions within our consolidated group

affecting our insurance company subsidiaries must be fair and equitable.

Notice of certain material transactions between NI Holdings and

any person or entity in our holding company system will be required to be given to the Department of Insurance of the applicable domiciliary

All transactions within our consolidated group affecting

our insurance company subsidiaries must be fair and equitable.

Notice of certain material transactions between NI Holdings and any person

or entity in our holding company system will be required to be given to the Department of Insurance of the applicable domiciliary state.

Certain transactions cannot be completed without the prior approval of the various Departments of Insurance.

Approval of the state insurance commissioner is

required prior to any transaction affecting the control of an insurer domiciled in that state.

In North Dakota, the acquisition of 10%

or more of the outstanding voting securities of an insurer or its holding company is presumed to be a change in control.

law also prohibits any person or entity from (i) making a tender offer for, or a request or invitation for tenders of, or seeking to acquire

or acquiring any voting security of a North Dakota insurer if, after the acquisition, the person or entity would be in control of the

insurer, or (ii) effecting or attempting to effect an acquisition of control of or merger with a North Dakota insurer, unless the offer,

request, invitation, acquisition, effectuation, or attempt has received the prior approval of the North Dakota Insurance Department.

Approval of the state insurance commissioner is required

prior to any transaction affecting the control of an insurer domiciled in that state.

In North Dakota, the acquisition of 10% or more

of the outstanding voting securities of an insurer or its holding company is presumed to be a change in control.

North Dakota law also

prohibits any person or entity from (i) making a tender offer for, or a request or invitation for tenders of, or seeking to acquire or

acquiring any voting security of a North Dakota insurer if, after the acquisition, the person or entity would be in control of the insurer,

or (ii) effecting or attempting to effect an acquisition of control of or merger with a North Dakota insurer, unless the offer, request,

invitation, acquisition, effectuation, or attempt has received the prior approval of the North Dakota Insurance Department.

Human Capital

Our key human capital management objectives are

to attract, retain, and develop talent to deliver on the Company’s strategy.

Our key human capital management objectives are to

attract, retain, and develop talent to deliver on the Company’s strategy.

To support these objectives, our human resources programs

16 unchanged sentences

2024, and 22.7% during 2023.

A significant portion of this turnover is related to Direct Auto, which generally experiences higher turnover.

A significant portion of this turnover is related to our strategic decision to no longer write non-standard

auto coverage in Nevada, Arizona, South Dakota, and Illinois.

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 1. Business