8-K
NI Holdings, Inc. (NODK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): May21, 2025
NI Holdings, Inc.
(Exact name of registrant as specified in its charter)
| North Dakota | 001-37973 | 81-2683619 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1101 First Avenue North Fargo, North Dakota
(Address of principal executive offices)
58102
(Zip code)
(701) 298-4200
(Registrant’s telephone number, including area code)
N/A
(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 (see General Instruction A.2 below):
| ☐ | 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, $0.01 par value per share | NODK | Nasdaq Capital Market |
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. |
|---|
Appointmentof Chief Accounting Officer
On May 21, 2025, the Board of Directors (the “Board”) of NI Holdings, Inc. (the “Company”) determined to appoint Kevin Elfstrand as the Company’s Chief Accounting Officer, effective June 1, 2025. As Chief Accounting Officer, Mr. Elfstrand will function as the Company’s Principal Accounting Officer for Securities and Exchange Commission (“SEC”) reporting purposes.
Mr. Elfstrand, age 45, joined the Company as Vice President, Corporate Controller in April 2022. Before joining the Company, Mr. Elfstrand served in various finance roles at The Travelers Companies, Inc., from 2004 to 2022, most recently as Assistant Vice President, Corporate Audit. Prior to that, Mr. Elfstrand served as an auditor at Deloitte & Touche LLP. Mr. Elfstrand graduated from Saint John’s University in Minnesota with a bachelor’s degree in Accounting and is a Certified Public Accountant.
In connection with the foregoing, as determined and approved by the Compensation Committee of the Board, effective June 1, 2025, Mr. Elfstrand’s compensation as Chief Accounting Officer will consist of the following: (a) annual base salary of $310,000, (b) annual short-term incentive equal to 40% of base salary, with payout percentages of 20% on threshold, 40% on target, and 80% on stretch, and (c) annual long-term incentive equal to 40% of base salary.
There are no arrangements or understandings between Mr. Elfstrand and any other person pursuant to which he was selected as Chief Accounting Officer. There are no family relationships between Mr. Elfstrand and any director or executive officer of the Company, and Mr. Elfstrand does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On May 27, 2025, the Company issued a press release announcing the appointment of Mr. Elfstrand as the Company’s Chief Accounting Officer, as well as other appointments to the Company’s leadership team. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release, dated May 27, 2025, regarding appointments to the Company’s leadership team |
| 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.
| NI Holdings, Inc. | ||
|---|---|---|
| Date: May 27, 2025 | By: | /s/ Seth C. Daggett |
| Seth C. Daggett | ||
| President and Chief Executive Officer |
Exhibit 99.1
NI Holdings, Inc. Announces Executive LeadershipAppointments
FARGO, North Dakota – May 27, 2025 – NI Holdings, Inc. (the “Company”, NASDAQ: NODK) today announced several strategic leadership appointments to support the company’s long-term growth and execution of its core business strategies.
“We are excited to announce multiple executive leadership appointments,” said Seth Daggett, President and Chief Executive Officer of NI Holdings. “These individuals bring deep operational knowledge, extensive industry experience and strategic insight to our executive team.”
Kevin Elfstrand has been promoted to Senior Vice President and Chief Accounting Officer. He will continue to oversee the Accounting department and lead external financial reporting. Mr. Elfstrand brings over 20 years of experience in the property and casualty insurance industry, including 17 years at Travelers Companies, Inc., where he most recently served as Assistant Vice President of Corporate Audit. He began his career at Deloitte and is a Certified Public Accountant (CPA). He holds a bachelor’s degree in accounting from Saint John’s University in Minnesota.
Brandon Nicol has been promoted to Senior Vice President of Reinsurance and Chief Underwriting Officer. In this role, Mr. Nicol will lead the Company’s underwriting strategy and reinsurance. He has 19 years of experience across the insurance and reinsurance industries, including roles at AmericanAg, XL Catlin, COUNTRY Financial, and State Farm. Mr. Nicol holds the Chartered Property and Casualty Underwriter (CPCU), Associate in Reinsurance (Are), and Agribusiness and Farm Insurance Specialist (AFIS) designations and serves as a Major in the U.S. Army National Guard and Army Reserves. He holds a bachelor’s degree in insurance from Illinois State University.
Chris Oen has been promoted to Senior Vice President and Chief Claims Officer. Mr. Oen will continue to lead the Claims department, drawing on his 30 years of experience in the property and casualty insurance industry. He joined NI Holdings in 2007 and has held progressively senior roles during his time with the Company. Mr. Oen serves on several industry boards, including as Chairperson of the North Dakota Auto Assigned Claims Plan, and is a veteran of the Army National Guard. He holds a bachelor’s degree from the University of North Dakota and holds the Associate in Claims (AIC) designation.
Dominic Weber has been promoted to Senior Vice President and Chief Actuary. Mr. Weber will continue to lead the Actuarial department and oversee reserving, ratemaking, and predictive analytics initiatives. With more than 42 years of experience in the property and casualty insurance industry, Mr. Weber previously served as Vice President and Chief Actuary at Society Insurance. He is a Fellow of the Casualty Actuarial Society (FCAS) and a Member of the American Academy of Actuaries (MAAA). He holds a bachelor’s degree in actuarial science from the University of Nebraska – Lincoln.
Doug Duncan has been recently hired as Senior Vice President and Chief Information Officer. In this newly created role, Mr. Duncan will lead the Company’s technology strategy and oversee modernization initiatives to support business growth. He brings more than 25 years of technology leadership experience, including previous roles as Chief Information Officer at Columbia Insurance Group and Senior Vice President at Swiss Re. He holds a Master of Business Administration from Colorado State University and a bachelor’s degree from the University of Kansas.
“The leadership of Kevin, Brandon, Chris, Dominic and Doug will strengthen our capabilities and help us better serve our shareholders, policyholders, and agents,” added Daggett. “We are confident these leaders will play a critical role in advancing our strategic priorities. Their diverse experience and proven leadership will help position NI Holdings for continued success.”
About the CompanyNI Holdings, Inc. is an insurance holding company. The company is a North Dakota business corporation that isthe stock holding company of Nodak Insurance Company and became such in connection with the conversion of Nodak MutualInsurance Company from a mutual to stock form of organization and the creation of a mutual holding company. The conversion was consummatedon March 13, 2017. Immediately following the conversion, all of the outstanding shares of common stock of Nodak Insurance Company wereissued to Nodak Mutual Group, Inc., which then contributed the shares to NI Holdings in exchange for 55% of the outstandingshares of common stock of NI Holdings. Nodak Insurance Company then became a wholly-owned stock subsidiary of NI Holdings.NI Holdings’ financial statements are the consolidated financial results of NI Holdings; Nodak Insurance Company, includingNodak Insurance Company’s wholly-owned subsidiaries American West Insurance Company, Primero Insurance Company, and BattleCreek Insurance Company; and Direct Auto Insurance Company.
Safe Harbor StatementSome of the statements included in this news release are forward-looking statements within the meaning of the U.S. PrivateSecurities Litigation Reform Act of 1995. Actual results could vary materially. Factors that could cause actual results to vary materiallyinclude risks we describe in the periodic reports we file with the Securities and Exchange Commission. You should not place unduereliance on any such forward-looking statements. We disclaim any obligation to update such statements or to announce publicly the resultsof any revisions that we may make to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events orcircumstances after the date of such statements.
For a detailed discussion of the risk factors that could affect ouractual results, please refer to the risk factors identified in our SEC reports, including, but not limited to our Annual Reporton Form 10-K, as filed with the SEC.
***Investor Relations Contact:***Matt MakiExecutive Vice President, Treasurer and Chief Financial Officer701-212-5976IR@nodakins.com