Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
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 the end of the period covered by this report. 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 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
Officer and our Chief Financial Officer, our management has reviewed and evaluated the effectiveness of our internal control over financial
reporting based on the framework and criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
Based on our evaluation under the COSO Framework,
the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current internal control over financial
reporting is effective at December 31, 2025, and that our consolidated financial statements we include in this 2025 Annual Report present
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.
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.
Changes in Internal Control over Financial Reporting
In the ordinary course of business, we periodically
review our system of internal control over financial reporting to identify opportunities to improve our controls and increase efficiency,
while ensuring that we maintain an effective internal control environment. 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.
Item 9B. Other Information
10b5-1 Trading Plans
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
Plan
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
95
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
96
PART III
Item 10.
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 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 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.
Item 11.
Executive Compensation
We incorporate the response to this Item 11 by reference
to our Proxy Statement.
Item 12.
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.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
We incorporate the response to this Item 13 by reference
to our Proxy Statement.
Item 14.
Principal Accountant Fees and Services
We incorporate the response to this Item 14 by reference
to our Proxy Statement.
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PART IV
Item 15.
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:
(1) Financial Statements and
(2) Financial Statement schedules required to be filed by Item 8 of this report.
Schedule I Condensed financial information
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.
(3) The following exhibits are required by Item 601 of Regulation S-K and are included as part of this Form 10-K:
EXHIBIT NO.
DESCRIPTION OF EXHIBIT
2.1
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).
2.2
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).
3.1
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).
3.2
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).
3.3
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).
4.1
Form of certificate evidencing shares of common stock 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).
4.2
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).
10.1
2017 NI Holdings, Inc. 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).
10.2
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).
10.3#
Amended and Restated Employment Agreement dated as of December 1, 2024, between Seth C. Daggett and Nodak Insurance Company and NI Holdings, Inc. (filed as an exhibit to the Company’s Form 10-K filed with the SEC on March 7, 2025, and incorporated herein by reference).
10.4
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).
98
10.5
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 (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).
10.6
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 (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).
10.7#
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).
10.8#
NI Holdings, Inc. 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).
10.9
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).
10.10
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).
10.11
NI Holdings, Inc. 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).
10.12#
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).
10.13#
Form of NI Holdings, Inc. 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).
10.14#
2022 NI Holdings, Inc. 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).
10.15#
Form of NI Holdings, Inc. 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).
10.16#
2024 NI Holdings, Inc. 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).
10.17#
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).
10.18#
Separation Agreement, dated October 29, 2025, between NI Holdings, Inc. and Seth C. 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).
10.19#*
2026 NI Holdings, Inc. Short-Term Incentive Bonus
19
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).
21.1*
Subsidiaries of NI Holdings, Inc.
99
23.1*
Consent of Forvis Mazars, LLP, New York, NY, PCAOB ID 686
23.2*
Consent of Mazars USA LLP, Fort Washington, PA, PCAOB ID 339
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
NI Holdings, Inc. 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. )
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
101.SCH**
Inline XBRL Taxonomy Extension Schema Linkbase Document
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
*** Inline XBRL (Extensible
Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of
Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and otherwise is not subject to liability under these sections.
# Management contract or compensatory
plan or arrangement.
Item 16.
Form 10-K Summary
None.
100
Schedule I – Condensed financial information of registrant
– NI Holdings, Inc.
Condensed Balance Sheets
December 31,
2025
2024
Assets:
Cash and cash equivalents
$ 678
$ 3,345
Fixed income securities, at fair value (net of allowance for expected credit losses of $0 at December 31, 2025 and 2024)
6,104
3,999
Equity securities, at fair value
—
14
Total cash and investments
6,782
7,358
Income tax recoverable
633
7,126
Accrued investment income
66
60
Investment in wholly-owned subsidiaries
232,010
230,311
Deferred income taxes
1,231
476
Total assets
$ 240,722
$ 245,331
Liabilities:
Accrued expenses and other liabilities
$ 385
$ 700
Total liabilities
385
700
Shareholders’ equity
240,337
244,631
Total liabilities and shareholders’ equity
$ 240,722
$ 245,331
101
Condensed Statements of Operations
Year Ended December 31,
2025
2024
2023
Revenues:
Fee and other income
$ (180 )
$ —
$ —
Net investment income (loss)
96
(223 )
(122 )
Net investment gains (losses)
10
1
(217 )
Total revenues
(74 )
(222 )
(339 )
Expenses:
Other underwriting and general expenses
4,890
6,460
4,612
Total expenses
4,890
6,460
4,612
Loss before income taxes and equity in undistributed net income (loss) of subsidiaries
(4,964 )
(6,682 )
(4,951 )
Income tax benefit
(452 )
(665 )
(111 )
Loss before equity in undistributed net income (loss) of subsidiaries
(4,512 )
(6,017 )
(4,840 )
Equity in undistributed net income (loss) of subsidiaries
(5,901 )
11,105
(636 )
Loss on sale of discontinued operations, net of tax
—
(11,148 )
—
Net loss attributable to NI Holdings, Inc.
$ (10,413 )
$ (6,060 )
$ (5,476 )
Condensed Statements of Comprehensive Income
Year Ended December 31,
2025
2024
2023
Net loss attributable to NI Holdings, Inc.
$ (10,413 )
$ (6,060 )
$ (5,476 )
Other comprehensive income (loss), net of income taxes:
Unrealized gain (loss) on investments
38
7
15
Unrealized gain (loss) attributed to subsidiaries
7,598
(160 )
7,887
Other comprehensive income (loss), net of income taxes
7,636
(153 )
7,902
Comprehensive income (loss)
$ (2,777 )
$ (6,213 )
$ 2,426
102
Condensed Statements of Cash Flows
Year Ended December 31,
2025
2024
2023
Cash flows from operating activities:
Net income (loss) attributable to NI Holdings, Inc.
$ (10,413 )
$ (6,060 )
$ (5,476 )
Adjustments to reconcile net income (loss) attributable to NI Holdings, Inc. to net cash flows from operating activities:
Equity in undistributed net income of subsidiaries
5,901
(11,105 )
636
Loss on sale of Westminster
—
17,479
—
Other
6,516
(6,220 )
2,603
Net adjustments
12,417
154
3,239
Net cash flows from operating activities
2,004
(5,906 )
(2,237 )
Cash flows from investing activities:
Proceeds from maturities and sales of fixed income securities
3,517
789
223
Proceeds from sales of equity securities
26
—
6,863
Purchases of fixed income securities
(5,525 )
(3,960 )
—
Purchases of equity securities
(15 )
—
(882 )
Proceeds from disposition of Westminster
—
12,272
—
Net cash flows from investing activities
(1,997 )
9,101
6,204
Cash flows from financing activities:
Purchase of treasury stock
(2,517 )
—
(7,278 )
Issuance of vested award shares
(157 )
(158 )
(172 )
Net cash flows from financing activities
(2,674 )
(158 )
(7,450 )
Net decrease in cash and cash equivalents
(2,667 )
3,037
(3,483 )
Cash and cash equivalents at beginning of period
3,345
308
3,791
Cash and cash equivalents at end of period
$ 678
$ 3,345
$ 308
Note A – Basis of Presentation
In the parent-company-only financial statements, the Company’s
investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries since inception. The parent-company-only
financial statements should be read in conjunction with the Company’s consolidated financial statements.
Note B – Dividends from Subsidiaries
The Company received no cash dividends from its subsidiaries during
the years ended December 31, 2025, 2024, and 2023.
103
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
on March 6, 2026.
NI HOLDINGS, INC.
/s/ Cindy L. Launer
Cindy L. Launer
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 6, 2026, by the following persons on behalf of the registrant and in the capacities indicated.
Signature
Capacity
Date
/s/ Cindy L. Launer
President and Chief Executive Officer ( Principal Executive Officer ), Director
March 6, 2026
Cindy L. Launer
/s/ Matthew J. Maki
Chief Financial Officer ( Principal Financial Officer )
March 6, 2026
Matthew J. Maki
/s/ Kevin D. Elfstrand
Chief Accounting Officer ( Principal Accounting Officer)
March 6, 2026
Kevin D. Elfstrand
/s/ Eric K. Aasmundstad
Director
March 6, 2026
Eric K. Aasmundstad
/s/ William R. Devlin
Director
March 6, 2026
William R. Devlin
/s/ Duaine C. Espegard
Director
March 6, 2026
Duaine C. Espegard
/s/ Prakash Mathew
Director
March 6, 2026
Prakash Mathew
/s/ Jeffrey R. Missling
Director
March 6, 2026
Jeffrey R. Missling
/s/ Dave L. Stende
Director
March 6, 2026
Dave L. Stende
104