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8-K

Presurance Holdings, Inc. (PRHI)

8-K 2025-08-18 For: 2025-08-13
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Added on April 09, 2026

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): August 13, 2025

Conifer Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Michigan 001-37536 27-1298795
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

3001 West Big Beaver, Suite 319

Troy, MI 48084

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (248) 559-0840

(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<br><br>Symbol(s) Name of each exchange on which registered
Common Stock, no par value CNFR The Nasdaq Stock Market LLC
9.75% Senior Notes due 2028 CNFRZ The Nasdaq Stock Market LLC

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 2.02. Results of Operations and Financial Condition.

On August 13, 2025, Conifer Holdings, Inc. (the "Company") publicly announced results for the second quarter of 2025. A copy of the Company's news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02 and the attached exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly stated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated August 13, 2025
Exhibit 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.

Conifer Holdings Inc.
Date: August 18, 2025 By: /s/ BRIAN J. RONEY
Brian J. Roney
Chief Executive Officer

EX-99.1

img218339982_0.jpg

News Release

For Further Information:

Jessica Gulis, 248.559.0840

ir@cnfrh.com

Conifer Holdings Reports 2025 Second Quarter Financial Results

Troy, MI, August 13, 2025 – Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the second quarter ended June 30, 2025.

Second Quarter 2025 Financial Highlights

  • Net income allocable to common shareholders of $2.1 million, or $0.17 per share
  • Gains in the quarter due largely to valuation recognition of an earnout
  • Net investment income of $1.3 million
  • Book value increased to $2.31 per common share outstanding

Management Comments

Brian Roney, CEO of Conifer, commented, "We are encouraged by progress made to date in streamlining our organization and focusing on our core lines going forward. The Company continues to simplify operations as the last part of our Commercial Lines production is largely running off at this point. Overall, our gross written premium was up double digits for the period led by our Personal Lines business, which after a tough first quarter is coming back in line with expected performance metrics. Additionally, the quarter’s results were positively impacted by the partial recognition of an earnout related to the CIS sale from last year."

Conifer Holdings, Inc. Page 2

August 13, 2025

2025 Second Quarter Financial Results Overview

Conifer Holdings, Inc. Page 3

August 13, 2025

At and for the<br>Three Months Ended June 30, At and for the<br>Six Months Ended June 30,
2025 2024 %<br>Change 2025 2024 %<br>Change
(dollars in thousands, except share and per share amounts)
Gross written premiums $ 21,079 $ 18,971 11.1 % $ 37,252 $ 43,284 -13.9 %
Net written premiums 1,383 13,247 -89.6 % 12,223 28,638 -57.3 %
Net earned premiums 9,564 16,666 -42.6 % 19,879 33,553 -40.8 %
Net investment income 1,298 1,473 -11.9 % 2,587 3,019 -14.3 %
Net realized investment<br>gains (losses) (28 ) (118 ) ** (25 ) (118 ) **
Change in fair value of equity securities (65 ) (196 ) ** (257 ) (153 ) **
Net income (loss) allocable to common shareholders 2,051 (3,950 ) ** 2,573 (3,876 ) **
Net income (loss) allocable to common shareholders<br>per share, diluted $ 0.17 $ (0.32 ) ** $ 0.21 $ (0.32 ) **
Adjusted operating income<br>(loss)* (2,070 ) (3,414 ) ** (5,754 ) (1,888 ) **
Adjusted operating income (loss) per share,<br>diluted* $ (0.17 ) $ (0.28 ) ** $ (0.47 ) $ (0.15 ) **
Book value per common<br>share outstanding $ 2.31 $ (0.10 ) $ 2.31 $ (0.10 )
Weighted average shares outstanding, basic and<br>diluted 12,222,881 12,222,881 12,222,881 12,222,881
Underwriting ratios:
Loss ratio (1) 68.8 % 91.5 % 79.7 % 76.6 %
Expense ratio (2) 52.3 % 32.1 % 51.5 % 33.4 %
Combined ratio (3) 121.1 % 123.6 % 131.2 % 110.0 %
* The "Definitions of Non-GAAP Measures" section of this release defines and reconciles data that are not based on generally accepted accounting principles.
** Percentage is not meaningful
(1) The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums and other income from underwriting operations.
(2) The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and other underwriting expenses to net earned premiums and other income from underwriting operations.
(3) The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

2025 Second Quarter Gross Written Premium

Conifer Holdings, Inc. Page 4

August 13, 2025

Gross written premiums increased 11.1% in the second quarter of 2025 to $21.1 million, compared to $19.0 million in the prior year period. This increase was led largely by the Company’s renewed focus on disciplined underwriting in its homeowners’ lines of business in Texas and the Midwest.

Performance in these lines of business improved substantially compared to the first quarter of 2025, during which the Company saw considerable impact from storm activity. Metrics across the portfolio are beginning to line up with expected targets.

Commercial Lines Financial and Operational Review

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 % Change 2025 2024 % Change
(dollars in thousands)
Gross written premiums $ 3,190 $ 6,782 -53.0 % $ 5,237 $ 19,544 -73.2 %
Net written premiums (433 ) 4,285 ** (2,036 ) 12,572 **
Net earned premiums 468 8,681 -94.6 % 1,799 17,478 -89.7 %
Underwriting ratios:
Loss ratio 216.4 % 79.4 % 140.0 % 77.9 %
Expense ratio 40.9 % 25.3 % 29.5 % 29.1 %
Combined ratio 257.3 % 104.7 % 169.5 % 107.0 %
Contribution to combined<br>   ratio from net (favorable)<br>   adverse prior year<br>   development 26.7 % 23.6 % -27.5 % 12.0 %
Accident year combined<br>   ratio (1) 230.6 % 81.1 % 197.0 % 95.0 %
** Percentage is not meaningful
(1) The accident year combined ratio is the sum of the loss ratio and the expense ratio, less changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides management with an assessment of the specific policy year's profitability and assists management in their evaluation of product pricing levels and quality of business written.

The Company’s commercial lines of business represented 15.1% of total gross written premium in the second quarter of 2025. As noted above, premiums decreased considerably year over year as Conifer continued to focus its underwriting efforts on Personal Lines business, notably our homeowners’ insurance portfolio in Texas and the Midwest.

Personal Lines Financial and Operational Review

Conifer Holdings, Inc. Page 5

August 13, 2025

Three Months Ended June 30, Six Months Ended June 30,
2025 2024 % Change 2025 2024 % Change
(dollars in thousands)
Gross written premiums $ 17,889 $ 12,189 46.8 % $ 32,015 $ 23,740 34.9 %
Net written premiums 1,816 8,962 -79.7 % 14,259 16,066 -11.2 %
Net earned premiums 9,096 7,985 13.9 % 18,080 16,075 12.5 %
Underwriting ratios:
Loss ratio 61.2 % 104.6 % 73.7 % 75.2 %
Expense ratio 53.0 % 39.5 % 53.8 % 38.1 %
Combined ratio 114.2 % 144.1 % 127.5 % 113.3 %
Contribution to combined<br>   ratio from net (favorable)<br>   adverse prior year<br>   development 4.7 % 9.3 % 6.6 % 1.4 %
Accident year combined<br>   ratio 109.5 % 134.8 % 120.9 % 111.9 %

Personal lines, representing 84.9% of total gross written premium for the quarter, consist primarily of low-value dwelling homeowners’ insurance in Texas and the Midwest.

Personal lines gross written premium increased 46.8% from the prior year period to $17.9 million for the second quarter of 2025, led by growth in the Company’s low-value dwelling line of business in Texas. The expense ratio increased in part due to a quota share treaty effective June 1, 2025, which reduces net earned premium.

Combined Ratio Analysis

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2025 2024 2025 2024
Underwriting ratios:
Loss ratio 68.8 % 91.5 % 79.7 % 76.6 %
Expense ratio 52.3 % 32.1 % 51.5 % 33.4 %
Combined ratio 121.1 % 123.6 % 131.2 % 110.0 %
Contribution to combined ratio from net (favorable)
adverse prior year development 5.8 % 16.8 % 3.5 % 6.9 %
Accident year combined ratio 115.3 % 106.8 % 127.7 % 103.1 %

Conifer Holdings, Inc. Page 6

August 13, 2025

Net Investment Income

Net investment income was $1.3 million for the quarter ended June 30, 2025, compared to

$1.5 million in the prior year period.

Change in Fair Value of Equity Securities

During the quarter, the Company reported a modest loss from the change in fair value of equity investments of $65,000, compared to a $196,000 loss in the prior year period.

Net Income (Loss) allocable to common shareholders

The Company reported net income allocable to common shareholders of $2.1 million, or $0.17 per share, for the second quarter of 2025.

Adjusted Operating Income (Loss)

The Company reported an adjusted operating loss of $2.1 million, or $0.17 per share, for the second quarter ended June 30, 2025. See Definitions of Non-GAAP Measures.

About Conifer Holdings

Conifer Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, Conifer offers specialty insurance coverage for both commercial and personal lines, marketing through independent agents. The Company trades on the Nasdaq Capital Market under the symbol CNFR. Additional information is available on the Company's website at www.ir.cnfrh.com.

Definitions of Non-GAAP Measures

Conifer prepares its public financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). Statutory data is prepared in accordance with statutory accounting rules as defined by the National Association of Insurance Commissioners' (NAIC) Accounting Practices and Procedures Manual and therefore is not reconciled to GAAP data.

We believe that investors’ understanding of Conifer’s performance is enhanced by our disclosure of adjusted operating income. Our method of calculating this measure may differ from that used by other companies and therefore comparability may be limited. We define adjusted operating income (loss), a non-GAAP measure, as net income (loss) excluding: 1) net realized investment gains and losses, 2) change in fair value of equity securities, 3) Change in fair value of contingent considerations, 4) Contingent consideration bonus expense and 5) net income or loss from discontinued operations. We use adjusted operating income as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into the results of our operations and underlying business performance.

Forward-Looking Statement

Conifer Holdings, Inc. Page 7

August 13, 2025 This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 28, 2025 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable laws or regulations.

Conifer Holdings, Inc. Page 8

August 13, 2025

Reconciliations of adjusted operating income (loss) and adjusted operating income (loss) per share:

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2025 2024 2025 2024
(dollar in thousands, except share and per share amounts)
Net income (loss) $ 2,051 $ (3,792 ) $ 2,573 $ (3,561 )
Less:
Net realized investment gains (losses) (28 ) (118 ) (25 ) (118 )
Change in fair value of equity securities (65 ) (196 ) (257 ) (153 )
Change in fair value of contingent considerations 5,355 - 9,750 -
Contingent consideration bonus expense (1,141 ) - (1,141 ) -
Net income (loss) from discontinued operations - (64 ) - (1,402 )
Impact of fincome tax expense (benefit) from adjustments * - - - -
Adjusted operating income (loss) $ (2,070 ) $ (3,414 ) $ (5,754 ) $ (1,888 )
Weighted average common shares, diluted 12,222,881 12,222,881 12,222,881 12,222,881
Diluted income (loss) per common share:
Net income (loss) $ 0.17 $ (0.31 ) $ 0.21 $ (0.29 )
Less:
Net realized investment gains (losses) - (0.01 ) - (0.01 )
Change in fair value of equity securities (0.01 ) (0.02 ) (0.02 ) (0.02 )
Change in fair value of contingent considerations 0.44 - 0.80 -
Contingent consideration bonus expense (0.09 ) - (0.10 ) -
Net income (loss) from discontinued operations - - - (0.11 )
Impact of income tax expense (benefit) from adjustments * - - - -
Adjusted operating income (loss), per share $ (0.17 ) $ (0.28 ) $ (0.47 ) $ (0.15 )

* The Company has recorded a full valuation allowance against its deferred tax assets as of June 30, 2025 and June 30, 2024, respectively. As a result, there were no taxable impacts to adjusted operating income from the adjustments to net income (loss) in the table above after taking into account the use of NOLs and the change in the valuation allowance.

Conifer Holdings, Inc. Page 9

August 13, 2025

Conifer Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
December 31,
2024
Assets
Investment securities:
Debt securities, at fair value (amortized cost of 108,000 and 117,827,   respectively) 97,899 $ 105,665
Equity securities, at fair value (cost of 1,832 and 1,836, respectively) 1,342 1,603
Short-term investments, at fair value 36,387 21,151
Total investments 135,628 128,419
Cash and cash equivalents 21,953 27,654
Premiums and agents' balances receivable, net 8,435 9,901
Reinsurance recoverables on unpaid losses 77,892 84,490
Reinsurance recoverables on paid losses 5,863 6,919
Prepaid reinsurance premiums 18,179 6,088
Deferred policy acquisition costs 3,338 6,380
Receivable from contingent considerations 7,820 8,070
Other assets 4,154 3,735
Total assets 283,262 $ 281,656
Liabilities and Shareholders' Equity
Liabilities:
Unpaid losses and loss adjustment expenses 164,644 $ 189,285
Unearned premiums 35,239 30,590
Reinsurance premiums payable 9,386 1
Debt 12,060 11,932
Mandatorily redeemable preferred stock 5,885 -
Funds held under reinsurance agreements 21,180 25,829
Accounts payable and other liabilities 6,660 2,494
Total liabilities 255,054 260,131
Commitments and contingencies
Shareholders' equity:
Common stock, no par value (100,000,000 shares authorized;   12,222,881 issued and outstanding, respectively) 100,132 98,178
Accumulated deficit (60,580 ) (63,153 )
Accumulated other comprehensive income (loss) (11,344 ) (13,500 )
Total shareholders' equity 28,208 21,525
Total liabilities and shareholders' equity 283,262 $ 281,656

All values are in US Dollars.

Conifer Holdings, Inc. Page 10

August 13, 2025

Conifer Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(dollars in thousands, except share and per share data)
Three Months Ended Six Months Ended
June 30 June 30
2025 2024 2025 2024
Revenue and Other Income
Premiums
Gross earned premiums $ 16,484 $ 29,381 $ 32,602 $ 63,613
Ceded earned premiums (6,920 ) (12,715 ) (12,723 ) (30,060 )
Net earned premiums 9,564 16,666 19,879 33,553
Net investment income 1,298 1,473 2,587 3,019
Net realized investment gains (losses) (28 ) (118 ) (25 ) (118 )
Change in fair value of equity securities (65 ) (196 ) (257 ) (153 )
Other income 10 77 75 226
Change in fair value of contingent considerations 5,355 - 9,750 -
Total revenue and other income 16,134 17,902 32,009 36,527
Expenses
Losses and loss adjustment expenses, net 6,564 15,281 15,838 25,801
Policy acquisition costs 2,287 3,392 4,964 6,552
Operating and other expenses 4,368 2,422 7,229 5,072
Interest expense 864 868 1,405 1,745
Total expenses 14,083 21,963 29,436 39,170
Income (loss) from continuing operations before income taxes 2,051 (4,061 ) 2,573 (2,643 )
Income tax expense (benefit) - (333 ) - (484 )
Net income (loss) from continuing operations 2,051 (3,728 ) 2,573 (2,159 )
Net income (loss) from discontinued operations - (64 ) - (1,402 )
Net income (loss) 2,051 (3,792 ) 2,573 (3,561 )
Series A Preferred Stock dividends - 158 - 315
Net income (loss) allocable to common shareholders 2,051 (3,950 ) 2,573 (3,876 )
Earnings (loss) per common share,<br>   basic and diluted
Net income (loss) from continuing operations $ 0.17 $ (0.31 ) $ 0.21 $ (0.18 )
Net income (loss) from discontinued operations $ - $ (0.01 ) $ - $ (0.11 )
Net income (loss) allocable to common shareholders $ 0.17 $ (0.32 ) $ 0.21 $ (0.32 )
Weighted average common shares<br>   outstanding, basic and diluted 12,222,881 12,222,881 12,222,881 12,222,881