What changed in this filing

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Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-07 · 68 added, 93 removed, 203 unchanged (44% of the section changed)

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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 (“DCPs”),

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

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 the end of the period covered by this report.

Based on that evaluation, the Chief Executive

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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.

specified in the rules and forms of the Securities and Exchange Commission (“SEC”), 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.

Under the supervision and with the participation of our Chief Executive

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generally accepted in the United States of America.

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

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 31, 2025.

This audit report appears in Part II, Item 8 “Financial Statements and Supplementary Data” of this 2025 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

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while ensuring that we maintain an effective internal control environment.

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.

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

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

10b5-1 Trading Plans

During the fourth quarter of

2024, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a)

of Regulation S-K).

During the fourth quarter of 2025, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Adoption of 2026 Short-Term Cash Incentive

On February 17 ,

2026, our Board of Directors approved the 2026 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 our combined ratio, strategic initiatives, and personal performance,

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 10.19 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 9, 2025 relating to our Annual Meeting of Shareholders that

we will hold on May 20, 2025 (our “Proxy Statement”).

We incorporate the response to this Item 10 by reference

to our proxy statement we will file with the SEC on or about April 8, 2026 relating to our Annual Meeting of Shareholders that we will

hold on May 19, 2026 (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.

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 2025 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

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

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

(1) 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.

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

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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.

(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.

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

Duncan and Nodak Mutual Insurance Company and 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).

(filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 7, 2025, 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.

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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).

Amended and Restated Employment Agreement dated as of March 1, 2025, between Matthew J.

Maki and Nodak Insurance Company and NI Holdings, Inc.

(filed as an exhibit to the Company’s Form 10-Q filed with the SEC on May 9, 2025, and incorporated herein by reference).

Separation Agreement, dated October 29, 2025, between NI Holdings, Inc.

Daggett (filed as an exhibit to the Company’s Form 8-K filed with the SEC on October 31, 2025, and incorporated herein by reference).

2026 NI Holdings, Inc.

Policy on Insider Trading, adopted August 20, 2024.

Short-Term Incentive Bonus

NI Holdings, Inc.

Policy on Insider Trading, adopted August 20, 2024 (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 7, 2025, and incorporated herein by reference).

Subsidiaries of NI Holdings, Inc.

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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.

# Management contract or compensatory

plan or arrangement.

Form 10-K Summary

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Year Ended December 31,

Fee and other income

Net investment income (loss)

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Cash flows from financing activities:

Dividend from subsidiaries

Purchase of treasury stock

Installment payment on Westminster consideration payable

Issuance of vested award shares

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the years ended December 31, 2025, 2024, and 2023.

A cash dividend of $3,000 was received from Nodak Insurance during the year ended December

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

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/s/ Matthew J.

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

Chief Financial Officer ( Principal Financial Officer )

March 6, 2026

Chief Accounting Officer ( Principal Accounting Officer)

March 6, 2026

/s/ William R.

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March 6, 2026

March 7, 2025

/s/ Stephen V.

March 7, 2025

/s/ Prakash Mathew

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March 6, 2026

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