8-K
KINGSWAY Corp (KWY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 18, 2026
KINGSWAY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-15204 | 85-1792291 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10 S. Riverside Plaza, Suite 1520, Chicago IL 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (312) 766-2138
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: | |
| --- | --- | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock, par value $0.01 per share | KWY | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
--12-31
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Following shareholder approval of a change in the corporate name of Kingsway Financial Services Inc. (the “Company”) to “Kingsway Corporation” at the 2026 Annual Meeting of Shareholders, on May 18, 2026 the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and approved an amendment to the Bylaws of the Company. The amendments to the Company’s Restated Certificate of Incorporation and Bylaws are solely intended to reflect the name change and not to affect the rights of the Company’s shareholders.
Copies of the Certificate of Amendment and the Amendment to the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 7.01 Regulation FD Disclosure.
On May 19, 2026, the Company issued a press release announcing the name change of the Company. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
ITEM 8.01 Other Events.
In connection with the name change of the Company, the Company’s common stock will begin trading on the New York Stock Exchange under the new ticker symbol "KWY" at the opening of trading on May 19, 2026.
The CUSIP number for the Company’s common stock remains unchanged.
ITEM 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Exhibit Description |
| --- | --- |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Kingsway Corporation, dated May 18, 2026 |
| --- | --- |
| 3.2 | Amendment Number 1 to the By-Laws of Kingsway Corporation, dated May 18, 2026 |
| 99.1 | Press Release titled "Kingsway Announces Name Change to Kingsway Corporation and Stock Ticker Change to KWY" |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KINGSWAY CORPORATION | ||
|---|---|---|
| Date: May 19, 2026 | By: | /s/ Kent A. Hansen |
| Kent A. Hansen, Chief Financial Officer |
ex_964808.htm
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of
Kingsway Financial Services Inc.
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Article I " so that, as amended, amended, said Article shall be and read as follows:
ARTICLE I. The name of the corporation is Kingsway Corporation
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18th day of May , 2026 .
| By: | /s/ Kent A. Hansen |
|---|---|
| Authorized Officer | |
| Title: | Chief Financial Officer |
| Name: | Kent A. Hansen |
| Print or Type |
ex_964444.htm
Exhibit 3.2
AMENDMENT NO. 1
TO THE
BY-LAWS
OF
Kingsway Corporation
(formerly Kingsway Financial Services Inc.)
This Amendment No. 1 (this “Amendment”) to the Bylaws of Kingsway Corporation, a Delaware corporation formerly known as “Kingsway Financial Services Inc.” (the “Corporation”), is adopted and effective as of May 18, 2026 pursuant to Article X of the Bylaws of the Corporation and the General Corporation Law of the State of Delaware.
WHEREAS, the Corporation has changed its name to “Kingsway Corporation” effective as of the date hereof pursuant to the filing of a Certificate of Amendment to the Corporation’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Name Change”).
NOW, THEREFORE, the Bylaws of the Corporation shall be amended as follows:
| 1. | All references in the Bylaws to “Kingsway Financial Services Inc.” shall be deleted in their entirety and replaced with references to “Kingsway Corporation.” |
|---|---|
| 2. | Except as expressly amended by this Amendment, the Bylaws of the Corporation shall remain unmodified and in full force and effect. |
| --- | --- |
The undersigned hereby certifies that the foregoing amendment to the Bylaws of the Corporation was adopted and approved by the board of directors of the Corporation.
Adopted and effective as of May 18, 2026.
| KINGSWAY CORPORATION | |
|---|---|
| By: | /s/ Kent A. Hansen |
| Kent A. Hansen, Chief Financial Officer |
ex_964708.htm
Exhibit 99.1
KINGSWAY ANNOUNCES NAME CHANGE TO KINGSWAY CORPORATION AND STOCK TICKER CHANGE TO KWY
-- Name Change Approved by Shareholders with 99.7% Support --
-- Name Change and Stock Ticker Change Effective as of May 19, 2026 --
Chicago - May 19, 2026 - (NYSE: KWY) Kingsway Corporation (“Kingsway” or the “Company”), the only publicly-traded US company employing the Search Fund model to acquire and build great businesses, today announced shareholder approval of its name change to Kingsway Corporation. The Company’s name change, along with the change of its stock ticker to KWY, are effective as of May 19, 2026.
"I am pleased to share our name change to Kingsway Corporation was overwhelmingly approved by Kingsway’s shareholders at our Annual General Meeting and is effective as of today,” said JT Fitzgerald, Kingsway’s President and CEO. “This marks a milestone for Kingsway as we rebrand to better reflect the evolution of our business and the growth of our Kingsway Search Xcelerator platform, which now represents the clear majority of both our revenue and adjusted EBITDA. Today’s name change better aligns our public identity with what we have built to date and with our strategy to compound long-term shareholder value by employing the Search Fund model to acquire and build a collection of high-quality, asset-light services businesses under the leadership of our talented and entrepreneurial operator CEO’s.”
About the Company
Kingsway Corporation is the only publicly-traded US company employing the Search Fund model to acquire and build great businesses.
Kingsway owns and operates a collection of high-quality B2B and B2C services companies that are asset-light, growing, profitable, and that have recurring revenues. Kingsway seeks to compound long-term shareholder value on a per share basis via its decentralized management model, its talented team of operators, and its tax-advantaged corporate structure.
Forward-Looking Statements
This press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects," "believes," "anticipates," "intends," "estimates," "seeks," and variations and similar words and expressions are intended to identify such forward-looking statements; however, the absence of any such words does not mean that a statement is a not a forward-looking statement. Such forward-looking statements relate to future events or future performance, but reflect Kingsway management's current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance, and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the section entitled "Risk Factors" in the Company's 2025 Annual Report on Form 10-K and subsequent Form 10-Qs and Form 8-Ks filed with the Securities and Exchange Commission. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.
Additional Information
Additional information about Kingsway, including a copy of its Annual Reports can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission's website at www.sec.gov, on the Canadian Securities Administrators' website at www.sedar.com, or through the Company's website at www.kingsway-financial.com.
For Investor Inquiries:
Hayden IR
James Carbonara
(646) 755-7412
james@haydenir.com
For Company Inquiries:
Kingsway Corporation
Kent Hansen, CFO
(312) 766-2163
khansen@kingsway-financial.com