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): March 31, 2025
KINGSWAY FINANCIAL SERVICES INC.
(Exact name of registrant as specified in its charter)
| Delaware<br> (State or other jurisdiction<br> of incorporation) | 001-15204<br> (Commission<br> File Number) | 85-1792291<br> (IRS Employer<br> Identification No.) |
|---|---|---|
| 10 S. Riverside Plaza, Suite 1520<br><br> <br>Chicago, IL<br> (Address of principal executive offices) | 60606<br> (Zip Code) |
Registrant’s telephone number, including area code: (312) 766-2138
Former name or former address, if changed since last report: Not Applicable
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 | Name of each exchange <br> on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | KFS | 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On March 31, 2025, the Board of Directors (the “Board”) of Kingsway Financial Services Inc. (the “Company”) appointed Adam Patinkin and Joshua Horowitz as directors of the Company, with immediate effect.
In connection with their service as non-employee directors, Mr. Patinkin and Mr. Horowitz will be compensated in accordance with the Company’s standard compensation policies and practices for non-employee directors of the Board as described in the Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 10, 2024.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on March 31, 2025 announcing the appointment of each of Mr. Patinkin and Mr. Horowitz to the Company’s Board.
The press release is filed herewith as Exhibit 99.1 and is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as a part of this report:
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File |
2
SIGNATURES
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 FINANCIAL SERVICES INC. | ||
|---|---|---|
| Date: April 1, 2025 | By: | /s/ John T. Fitzgerald |
| Name: John T. Fitzgerald<br> Title: Chief Executive Officer, President and Director |
ex_797852.htm
Exhibit 99.1
KINGSWAY FINANCIAL SERVICES INC. APPOINTS
ADAM J. PATINKIN AND JOSHUA S. HOROWITZ TO ITS BOARD OF DIRECTORS
Chicago - (Marh 31, 2025) - (NYSE: KFS) Kingsway Financial Services Inc. (“Kingsway” or the “Company”) today announced it has appointed Adam J. Patinkin and Joshua S. Horowitz to its Board of Directors. The Company has also agreed to nominate Mr. Patinkin and Mr. Horowitz for election to the Board of Directors at the upcoming 2025 Annual Meeting of Shareholders.
“We are delighted to welcome Adam and Josh to the Kingsway Board of Directors,” said JT Fitzgerald, Kingsway’s CEO and a Director. “Kingsway’s business is at an inflection point as we have achieved scale and momentum in our Search Xcelerator business. Both Adam and Josh are experienced investors and businesspeople with successful track records building companies and creating shareholder value. I am looking forward to working together with them to help take Kingsway to the next level.”
“I am honored to join Kingsway’s Board of Directors at an exciting moment for the Company,” said Mr. Patinkin. “Kingsway owns and operates a collection of high-quality services businesses that are asset-light, growing, and have recurring revenues – and that were each acquired by deploying the well-regarded ‘Search Fund’ model for business acquisition and growth. As the only U.S.-listed company pursuing the ‘Search Fund’ strategy, Kingsway represents a unique and attractive vehicle for investors to gain exposure to this asset class via the public markets. I am confident that over time, Kingsway can become a far larger and more profitable company to the benefit of all stakeholders, including its shareholders. I look forward to contributing to Kingsway’s future success as a Director.”
“After tracking Kingsway for many years, I believe this is the right time for me to actively contribute to unlocking the Company’s significant potential,” said Mr. Horowitz. “Kingsway has the right strategy and talented leaders across its organization, but I believe the Company’s value remains underappreciated by public market investors. I am eager to take a hands-on approach to help Kingsway scale its operations and enhance its visibility in the capital markets. It is an honor to join the Kingsway Board of Directors at such an auspicious moment for the business.”
As will be further disclosed in relevant filings with the U.S. Securities and Exchange Commission, affiliates of David Capital Partners, LLC have acquired a position representing 9.2% of Kingsway’s outstanding common shares via the purchase of common shares and options on common shares, and affiliates of Palm Management (US) LLC have acquired a position representing 1.5% of Kingsway’s outstanding common shares via the purchase of common shares and options on common shares. None of the purchased shares or options were sold or issued by the Company.
About Adam J. Patinkin
Adam J. Patinkin is the Founder and Managing Partner of David Capital Partners, LLC (“David Capital”), a long-term oriented alternative investment firm headquartered in Chicago with offices in London. Prior to founding David Capital in 2011, Mr. Patinkin was a member of the investment team at Chicago-based Sheffield Asset Management, L.L.C., a long/short equity hedge fund manager, from 2007 to 2010. Mr. Patinkin currently serves on the Board of Directors of Flamingo Group, Inc., a privately-held enterprise software company focused on the multi-family apartment industry. Mr. Patinkin holds the Chartered Financial Analyst designation. Mr. Patinkin earned a B.A. from Dartmouth College with a double-major in History and Government in 2007.
About Joshua S. Horowitz
Joshua S. Horowitz is a professional investor with over 23 years of experience, specializing in portfolio management, problem solving, and board leadership. Since January 2012, he has served as a Portfolio Manager and Managing Director at several Palm entities, beginning with Palm Ventures LLC and currently with Palm Management (US) LLC, where he oversees the Palm Global Small Cap Master Fund. Prior to this, Mr. Horowitz was the Director of Research at Berggruen Holdings, a multi-billion-dollar family office, and a research analyst at Crossway Partners LP, focusing on value strategy investments. Mr. Horowitz also currently serves as a director on the boards of BK Technologies Corporation (NYSE: BKTI), NeuroMetrix Inc. (Nasdaq: NURO), Barnwell Industries, Inc. (NYSE: BRN) and Limbach Holdings, Inc. (NASDAQ: LMB). Mr. Horowitz holds a Bachelor of Science in Management from Binghamton University.
About the Company
Kingsway is a holding company that owns or controls subsidiaries primarily in the business services and extended warranty industries. The common shares of Kingsway are listed on the New York Stock Exchange under the trading symbol "KFS."
The company serves the business services industry through its operating subsidiaries within its Kingsway Search Xcelerator (“KSX”) segment:
B2B Services
| ● | Ravix Group (ravixgroup.com), CSuite Financial (Csuitefinancialpartners.com) |
|---|---|
| ● | Image Solutions (istechology.com) |
| --- | --- |
Healthcare Services
| ● | Digital Diagnostic Imaging (ddimagingusa.com) |
|---|---|
| ● | Secure Nursing Services (securenursing.com) |
| --- | --- |
Vertical Market Software
| ● | Systems Products International (spisoftware.com) |
|---|
Kingsway Skilled Trades
| ● | Bud’s Plumbing (budsplumbing.com) |
|---|
The company serves the extended warranty industry through its operating subsidiaries within its Extended Warranty segment:
Auto Warranty
| ● | IWS (iwsgroup.com) |
|---|---|
| ● | Penn Warranty (pennwarranty.com) |
| --- | --- |
| ● | Preferred Warranties (preferredwarranties.com) |
| --- | --- |
HVAC/Facility Warranty
| ● | Trinity Warranty Solutions (trinitywarranty.com) |
|---|
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 Media Inquiries:<br> Hayden IR<br> James Carbonara<br> (646) 755-7412<br> james@haydenir.com | For Company Inquiries:<br><br> <br>Kingsway Financial Services Inc.<br><br> <br>Kent Hansen, CFO<br><br> <br>(312) 766-2163<br><br> <br>khansen@kingsway-financial.com |
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