Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities
Market Information
The Company’s common shares trade on the Nasdaq
Capital Market (“Nasdaq”) under the symbol “NODK.” As of February 27, 2026, there were approximately 480 shareholders
of record for the Company’s common stock.
Stock Performance Graph
The following graph
shows the cumulative total shareholder return (stock price increase plus dividends) on our common stock from December 31, 2020 through
December 31, 2025, along with the corresponding returns for the Russell 2000 Index (as the broad stock market index) and the Standard
& Poor’s (S&P) 1500 US P&C Insurance Index (as the published industry index). The graph assumes that the value of the
investment in the common stock and each index was $100 on December 31, 2020, and that all dividends were reinvested.
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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.
We cannot guarantee that we will pay dividends or that, if paid, we will not reduce or eliminate dividends in the future.
If we pay dividends to our shareholders, we also
will be required to pay dividends to Nodak Mutual Group, unless Nodak Mutual Group elects to waive the receipt of dividends. Because Nodak
Mutual Group has no current plans to utilize any cash dividends that it may receive from us, we anticipate that it will waive its right
to receive substantially all of the dividends that are paid to it by us or immediately return substantially all of such funds to us as
an equity contribution. However, because the Board of Directors of Nodak Mutual Group includes persons who are not members of our Board
of Directors, we cannot provide any assurance that they will take such action with respect to any cash dividend that we may declare. If
we are unable to obtain a commitment from the Board of Directors of Nodak Mutual Group that it will waive its right to receive any cash
dividend that we intend to declare or that it will return the funds from such dividend to the Company as an equity contribution, our Board
of Directors may decide not to declare a cash dividend.
We are not currently subject to regulatory restrictions
on the payment of dividends to our shareholders. However, any future dividends may be restricted to those received from our insurance
subsidiaries. North Dakota law limits the amount of dividends and other distributions that Nodak Insurance and Direct Auto 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 22 “Statutory Net Income (Loss), Capital and Surplus, and Dividend Restrictions.”
Even if we receive dividends from Nodak Insurance
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
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.
Unregistered Securities
The Company has not sold any unregistered securities
within the past three years.
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Issuer Stock Purchases
On May 9, 2022, our Board of Directors approved an
authorization for the repurchase of up to approximately $10,000 of the Company’s outstanding common stock. During the year ended
December 31, 2022, we completed the repurchase of 54,223 shares of our common stock for $734 under this authorization. During the year
ended December 31, 2023, we repurchased an additional 548,549 shares of our common stock for $7,278, including the effect from applicable
excise taxes. During the year ended December 31, 2024, we did not repurchase any shares of our common stock.
On August 25, 2025, our Board of Directors approved
an authorization for the repurchase of up to approximately $5,000 of the Company’s outstanding common stock in addition to the $2,052
remaining from the May 9, 2022 authorization. During the year ended December 31, 2025, we completed the repurchase of 188,185 shares of
our common stock for $2,517, including the effects from applicable excise taxes under these authorizations. As of December 31, 2025, these
share repurchases closed out the May 9, 2022 authorization, and $4,549 remains available under the August 25, 2025 authorization.
Share repurchase activity during the three months ended December 31,
2025, is presented below:
Period in 2025
Total Number of
Shares
Purchased
Average Price
Paid
Per Share (3)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1) (2)
Maximum Approximate
Dollar Value of Shares
That May Yet Be
Purchased Under the
Plans or Programs (1)(2)(3)
(in thousands)
October 1 – 31, 2025
26,125
$ 13.45
26,125
$ 5,549
November 1 – 30, 2025
37,352
13.39
37,352
5,049
December 1 – 31, 2025
37,509
13.33
37,509
4,549
Total
100,986
$ 13.38
100,986
$ 4,549
(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.
(2) Maximum dollar value of shares that may yet be purchased consist of up to $4,549 under the August 25, 2025, publicly announced share
repurchase authorization.
(2) The Inflation Reduction Act of 2022 imposed a 1% excise tax on the net value of certain share repurchases made after December 31,
2022. All dollar amounts presented exclude such excise taxes, as applicable.
Item 6. [Reserved]
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