NODK 8-K/A
NI Holdings, Inc. (NODK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by NI Holdings, Inc. (the “Company”) on October 10, 2025 (the “Original Form 8-K”), which disclosed, among other things, the appointment of Cindy L. Launer, a member of the Company’s Board of Directors, as the Company’s Chief Executive Officer effective October 10, 2025. At the time of the filing of the Original Form 8-K, the Company’s Board of Directors had not yet determined the terms of Ms. Launer’s compensation in connection with her appointment as Chief Executive Officer. The Company is filing this Amendment to disclose Ms. Launer’s compensation for her service as Chief Executive Officer.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission on October 10, 2025, the Company appointed Cindy L. Launer, a member of the Company’s Board of Directors, as the Company’s President and Chief Executive Officer, effective October 10, 2025.
In connection with the foregoing, the Company’s Board of Directors determined on October 24, 2025, that from October 10, 2025 to the end of the year, Ms. Launer’s compensation as the Company’s President and Chief Executive Officer will consist of the following: (a) pro rata portion of annual base salary of $750,000, (b) short-term incentive with a target payout of $150,000, and (c) a grant of $187,500 of restricted stock units with a standard 3-year vesting schedule, to be granted to Ms. Launer following the opening of the Company’s next trading window.
The Board of Directors further determined that, starting on January 1, 2026, Ms. Launer’s compensation will consist of (a) annual base salary of $750,000, (b) annual short-term incentive with a target payout equal to 80% of base salary (with payout percentages of 50% on threshold, 80% on target, and 140% on stretch), and (c) annual long-term equity incentive equal to 100% of base salary with a standard 3-year vesting schedule.
Additionally, the Company will reimburse Ms. Launer for moving expenses and provide short-term housing until she relocates to her new residence.
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: October 29, 2025 | By: | /s/ Matthew J. Maki |
| Matthew J. Maki | ||
| Chief Financial Officer | ||