PRHI 10-K & 10-Q changes, risk factors and insider trading
Presurance Holdings, Inc. (also PRHIZ) · Nasdaq · Fire, Marine & Casualty Insurance · CIK 1502292 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Clarkston Ventures, LLC and its affiliates have significant influence on all matters requiring shareholder approval because they beneficially own a large percentage of our common stock.”
New heading “We have never paid dividends on our common stock.”
New heading “There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.”
New heading “Provisions in our articles of incorporation, our bylaws, and Michigan law could make it more difficult for a third party to acquire us, discourage a takeover, and adversely affect existing shareholders.”
New heading “The Company is not currently in compliance with the continued listing requirements for Nasdaq. If the price of the Company’s common stock continues to trade below $1.00 per share for a sustained period or the Company does not meet other continued listing requirements, the common stock may be delisted from the Nasdaq Capital Market, which could affect the market price and liquidity for the common stock and reduce the Company’s ability to raise additional capital.”
Removed heading “Our common stock may be delisted from The Nasdaq Stock Market if we cannot maintain compliance with Nasdaq’s continued listing requirements.”
Largest changes
“The Company is not currently in compliance with the continued listing requirements for Nasdaq. If the price of the Company’s common stock continues to trade below $1.00 per share for a sustained period or the Company does not meet other continued listing requirements, the common stock may be delisted from the Nasdaq Capital Market, which could affect the market price and liquidity for the common stock and reduce the Company’s ability to raise additional capital.”see in full comparison
“Our common stock may be delisted from The Nasdaq Stock Market if we cannot maintain compliance with Nasdaq’s continued listing requirements.”see in full comparison
“As a result of multiple years of underwriting losses, mainly from the commercial lines of business, the Insurance Company Subsidiaries capital and surplus has diminished over the years. In addition, in the fourth quarter of 2024, there was significant additional adverse development in CIC. This resulted in the need for CHI to contribute an additional $16.0 million into CIC in order for CIC to remain above the Regulatory Action Level of the Risk Based Capital (“RBC”). …”see in full comparison
“Delisting from the Nasdaq Capital Market could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. …”see in full comparison
“If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, Nasdaq may take steps to delist our common stock, which could have a materially adverse effect on our ability to raise additional funds as well as the price and liquidity of our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders’ ability to sell or purchase our common stock when they wish to do so. …”see in full comparison
“In addition, if our common stock is delisted from the Nasdaq Capital Market and the trading price remains below $5.00 per share, trading in our common stock might also become subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a “penny stock” (generally, any equity security not listed on a national securities exchange that has a market price of less than $5.00 per share, subject to certain exceptions).”see in full comparison
Full comparison: every changed paragraph (63)
Insurance companies’ financial condition and results of operations depend upon their ability to accurately assess the potential losses and loss adjustment expenses under the terms of the insurance policies they underwrite. Reserves and related estimates of reinsurance recoverables on reserves do not represent an exact calculation of liability.the respective liability and related asset. Rather, reserves and reinsurance recoverables on reserves represent an estimate of what the expected ultimate settlement and administration of claims will cost, and the ultimate liability and related asset may be greater or less than the current estimate. Our ultimate reinsurance recoverable may be greater or less than the current estimate. In the insurance industry, there is always the risk that reserves may prove inadequate as it is possible for insurance companies to underestimate the cost of claims. There has been considerable adverse development reported by the Company in recent years.
Anticipated reinsurance recoverables on reserves could be negatively impacted by contractual limits of coverage. For example, the loss portfolio transfer which covers the potential for future adverse development on commercial lines for accident years prior to 2020, has a $20.0 million limit. We have currently utilized $14.0$16.5 million of that limitlimit. andDue haveto $6.0the millioninsolvency of coveragethe remainingreinsurer, we do not expect any additional recoveries from the loss portfolio transfer;
When we enter new lines of business, or encounter new theories of claims liability, we may encounter an increase in claims frequency and greater claims handling costs than we had anticipated; and Estimation of IBNR losses is a complex and inherently uncertain process which involves a considerable degree of judgment and expertise, which adds to the overall difficulty of estimating loss reserves.
In addition, we alreadyno onlylonger receivewrite a small amount ofany commercial business from CIS, and expect any remaininglines business ineffective CISDecember to31, ultimately be transferred to another insurer.2025. Our current plan is to only write substantially only homeowners’ insurance going forward, and we will be relying entirely on just one agent for that premium channel. CIS and SSU have the full independent right to move their business to other insurers. They are not obligated to sell or promote our products and may sell or promote competitors’ insurance products in addition to our products.
We will no longer have non risk-bearing agency revenue and must rely almost entirely on insurance premium revenue generated from our Insurance Company Subsidiaries.
With the sale of CIS, our only significant source of revenues will beare from earned premiums in our Insurance Company Subsidiaries. This is at a time when we are significantly restricted by the amount of premiums we can write due to a lack of sufficient regulatory capital in our Insurance Company Subsidiaries (see Legal and Regulatory Risks). Our Insurance Company Subsidiaries are no longer rated by A.M. Best or Kroll (see Rating Agency Risks) which may impact their ability to sustain premium volume. With limited options for generating other revenue, there is a risk that insufficient premium volume will have an adverse impact on underwriting profits and our financial condition and results of operations could be materially and adversely affected.
As of August 30, 2024, Brian Roney, our president, succeeded Nicholas Petcoff as our chief executive officer. Leadership transitions can be difficult to manage and may cause disruptions to our operations. A leadership transition may also increase the likelihood of turnover among our employees and result in changes in our business strategy, which may create uncertainty and negatively impact our ability to execute our business strategy quickly and effectively. Leadership transitions may also impact our relationships with customers and other market participants, and create uncertainty among investors, employees, and others concerning our future direction and performance. Any significant disruption, uncertainty or change in business strategy could adversely affect our business, operating results and financial condition.
On February 10, 2026, James Petcoff, a shareholder of the Company, filed a complaint against the Company, current and former directors of the Company, the Company’s Chief Executive Officer and Clarkston 91 West (“Clarkston 91”), which purchased preferred shares and warrants from the Company. The complaint alleges, among other things, breaches of fiduciary duties and Michigan law with respect to the sale by the Company of Series B Preferred Stock and Warrants to Clarkston 91 in February and March 2025 and the sale by the Company of Series C Preferred Stock to an affiliate of Clarkston 91 in December 2025. On March 10, 2026, Mr. Petcoff filed an amended complaint. The Company is reviewing the amended complaint and intends to vigorously defend the matter.
Moreover, regions in and around the southeastern U.S.Texas commonly experience hurricanes and other extreme weather conditions. As a result, certain of our insureds, especially those in Texas,insureds are susceptible to physical damage from an active hurricane season or increased frequency of less severe storms. Adverse climate conditions could increase the intensity of individual hurricanes or the number of hurricanes that occur each year. We have experienced and may in the future experience a considerable increase in our insurance claims due to property damages in storm-affected areas. Because of the risks set forth above, catastrophes or an increase in the frequency of less severe storm activity could materially and adversely affect our results of operations, financial position and/or liquidity. Further, we may not have sufficient resources to respond to claims arising from a high frequency of high-severity natural catastrophes and/or of man-made catastrophic events.
PartThere is a final earnout from the CIS Sale that is a $4.3 million contingent consideration as of theDecember gain31, on the sale of CIS is $8.1 million of contingent considerations2025, that we may not receive which would reduce anticipated future liquidity.
We have recorded an asset on our Consolidated Balance Sheet of $8.1$4.3 million which reflects the estimated fair value of twothe final contingent considerationsconsideration we may receive if CIS meets certain revenue hurdles in the future. We cannot be certain that we will receive eitherthis of these payments.payment. If we do not receive thesethis paymentspayment, our assets and shareholders’ equity would be reduced by $8.1$4.3 million and it may impair our ability to pay down debt.debt and meet other obligations.
As a result of multiple years of underwriting losses, mainly from the legacy commercial lines of business, the Insurance Company Subsidiaries capital and surplus has diminished over the years. In addition, there was $12.3 million and $29.9 million of adverse development in TIC during 2025 and 2024, respectively. This resulted in the need for PHI to contribute a combined $16.0 million to TIC during the fourth quarter of 2024 and the first quarter of 2025. PHI also contributed $6.5 million of cash to TIC in June 2025. PHI contributed all of its $7.6 million ownership interest in WPIC to TIC effective December 31, 2025, as further support to TIC's capital and surplus. Additionally, PHI contributed $3.0 million of cash to TIC in February 2026 which was included in TIC's reported statutory capital and surplus as of December 31, 2025. Even with these contributions, TIC fell within the Company Action Level of the Risk Based Capital ("RBC") with an RBC ratio of 236% and 156% as of December 31, 2025 and 2024, respectively, and is required to submit an updated plan of remediation to its domiciliary regulator.
To fund these additional contributions, PHI initially raised $7.5 million from the issuance of the Series B Preferred Stock in the first quarter of 2025. PHI also utilized proceeds from the second $10.0 million earnout from the CIS Sale, which were received in the second quarter of 2025. PHI raised $8.0 million from the issuance of the Series C Preferred Stock in December 2025. In February 2026, PHI completed a backstopped rights offering for $14.0 million which utilized a portion of the proceeds to redeem the $7.5 million Series B Preferred Stock and contribute the $3.0 million of cash to TIC from PHI in February 2026. To further support capital, PHI did not charge any services fees to the Insurance Company Subsidiaries during 2024 or 2025. WPIC no longer writes any business and TIC’s writings are significantly constrained by its diminished capital position.
Further contributions to the Insurance Company Subsidiaries, if needed as a result of additional adverse reserve development, unusual storm activity or other unexpected reasons, would reduce the anticipated future liquidity of the Parent Company. This would result in the need to raise more capital which could dilute current shareholders. Or it may affect our ability to continue as a going concern.
As a result of multiple years of underwriting losses, mainly from the commercial lines of business, the Insurance Company Subsidiaries capital and surplus has diminished over the years. In addition, in the fourth quarter of 2024, there was significant additional adverse development in CIC. This resulted in the need for CHI to contribute an additional $16.0 million into CIC in order for CIC to remain above the Regulatory Action Level of the Risk Based Capital (“RBC”). Even with these contributions, CIC fell within the Company Action Level of the RBC and was required to submit a plan of remediation to the domiciliary state regulators. To fund these additional contributions, CHI utilized proceeds from the CIS Sale and raised $7.5 million from the issuance of the Series B Preferred Stock in March 2025. Further contributions to the Insurance Company Subsidiaries, if needed as a result of additional adverse reserve development, unusual storm activity or other unexpected reasons, would reduce the anticipated future liquidity of the Parent Company. This would result in the need to raise more capital which could dilute current shareholders. Or it may affect our ability to continue as a going concern.
At maturity, the entire outstanding principal amount of our 9.75% Seniorsenior Notesunsecured notes due on September 30, 2028 (the “New Public Notesnotes”) will become due and payable. We may not have sufficient funds or may be unable to arrange for additional financing to pay the repurchase price of the New Public Notesnotes or the principal amount due at maturity. Any future borrowing arrangements or debt agreements to which we become a party may contain restrictions on or prohibitions against our redemption or repurchase of the New Public Notes.notes. If we are prohibited from redeeming or repurchasing the New Public Notes,notes, we could try to obtain the consent of lenders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. If we do not obtain the necessary consents or refinance the borrowings, we will be unable to repurchase the New Public Notes.notes. Such a failure would constitute an event of default under the Indenture, dated as of September 24, 2018, as amended and supplemented by a supplemental indenture (the “Indenture”), which could, in turn, constitute a default under the terms of our other indebtedness, which would have a material adverse effect on our financial condition and ability to continue as a going concern.
Any debt service obligations and required dividends on our preferred stock will reduce the funds available for other business purposes, and the terms and covenants relating to our current and future indebtedness could adversely impact our financial performance and liquidity.
As of December 31, 2024,2025, the Company had $12.9 million of Newgross Publicdebt Notesfrom outstanding.the senior unsecured notes, after intercompany eliminations upon consolidation. See Note 98 ~ Debt for additional details. We are subject to risks typically associated with debt financing, such as insufficient cash flow to meet required debt service payment obligations. In addition, as of December 31, 2025, the Company had $8.0 million of liquidation preference of Series C Preferred Stock outstanding.
Our ability to make payments on our indebtedness and preferred stock is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flow to service our debtdebt, pay dividends and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt arrangements may restrict us from effecting any of these alternatives which could cause significant disruption to our operations, including a requirement to immediately repay our indebtedness. The occurrence of any of these events would have severe adverse effects on our liquidity and financial flexibility.
Our ability to meet our obligations on our outstanding debt, including making principal and interest payments on the New Public Notes,notes, may be limited by our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries.
We are a holding company that transacts the majority of our business through our Insurance Company Subsidiaries and, as a result, our principal sources of funds are payments from our Insurance Company Subsidiaries, including intercompany service fees and dividends. Our ability to meet our obligations on our outstanding debt obligations, including making principal and interest payments on the Newnotes Publicand Notes,making dividend distributions on our preferred stock, depends on continuing to receive sufficient funds from our Insurance Company Subsidiaries. We have met our outstanding debt obligations primarily through intercompany service fees we receive. We may also use dividends from our Insurance Company Subsidiaries, however, insurance regulations limit such dividend payments. As a result, our ability to use dividends as a source of funds to meet our debt obligations and dividend distributions may be significantly limited. Any significant reduction in the intercompany service fees we receive, and any regulatory and other limitations on the payment of dividends to us by our Insurance Company Subsidiaries, may adversely affect our ability to pay interest on the New Public Notesnotes as it comes due and the principal of the New Public Notesnotes at their maturity.
As of December 31, 2024,2025, CICTIC fell within the Company Action Level of the RBC formula. The domiciliary regulator requires that CICTIC maintain an RBC level above the Company Action Level. Management hasis providedrequired ato submit an updated plan of remediation to its domiciliary regulator thatto showedshow how CICTIC will get above the minimum level requirements. As part of this plan, management significantly decreased its writings in CIC, which were $63.2 million in 2024 and expected to be approximately $43.0 million in 2025. CIC is also subject to additional regulatory monitoring requirements as a result of the Company not being above the minimum required RBC levels as of December 31, 2024. Management believes that,that with a combination of the reduced writings and the capital contributions made to CIC,TIC, CICTIC will be back in compliance by December 31, 2025.2026. However, in the event there are losses in excess of expectations, it may take longer and more capital than expected to bring CICTIC back into full compliance. This could require an additional reduction in premium volume and adversely impact underwriting results, our liquidity and ability to repay debt or could result in the loss of proper regulatory authority to continue to sell insurance. If we are unable to gain compliance with the required RBC levels in the short-term, additional regulatory action could be taken which may have an adverse effect on our ability to run the business in normal course.
As a holding company which owns insurance companies domiciled in the United States, we and our admitted Insurance Company Subsidiaries are subject to extensive regulation, primarily by Michigan (the domiciliary state for CICTIC and WPIC) and to a lesser degree, the other jurisdictions in which we operate. Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of shareholders. These regulations generally are administered by a department of insurance in each state and relate to, among other things, authorizations to write certain lines of business, capital and surplus requirements, reserve requirements, rate and form approvals, investment and underwriting limitations, affiliate transactions, dividend limitations, cancellation and non‑renewal of policies, changes in control, solvency and a variety of other financial and non‑financial aspects of our business. These laws and regulations are regularly re‑examined and any changes in these laws and regulations or new laws may be more restrictive, could make it more expensive to conduct business or otherwise adversely affect our operations. State insurance departments also conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to financial condition, holding company issues and other matters. These regulatory requirements may impose timing and expense or other constraints that could adversely affect our ability to achieve some or all of our business objectives.
As of December 31, 2024,2025, CICTIC fell within the Company Action Level of the RBC formula. The domiciliary regulator requires that CICTIC maintain an RBC level above the Company Action Level. Management hasis providedrequired ato submit an updated plan of remediation to its domiciliary regulator thatto showedshow how CICTIC will get above the minimum level requirements. As part of this plan, management significantly decreased its writings in CIC. CICTIC is also subject to additional regulatory monitoring requirements as a result of the Company not being above the minimum required RBC levels as of December 31, 2024.2025. Management believes that, with a combination of the reduced writings and the capital contributions made to CIC,TIC, CICTIC will be back in compliance by December 31, 2025.2026.
On March 25, 2024, Kroll downgraded the financial strength ratings of CICTIC and WPIC. Kroll has given CICTIC an insurance financial strength rating of BB- with a negative outlook. Kroll has given WPIC an insurance financial strength rating of B with a negative outlook. A BB- and a B rating indicates that the insurer’s financial condition is low quality. Concurrently, the Company withdrew its participation from the rating process, and shall be non-rated by Kroll going forward.
On March 14, 2024, A.M. Best downgraded the financial strength ratings of CICTIC and WPIC to C. A rating of C means A.M. Best considers both companies to have a “weak” ability to meet ongoing financial obligations. Concurrently, the Company withdrew its participation from the rating process, and shall be non-rated by A.M. Best going forward.
Clarkston Ventures, LLC and its affiliates have significant influence on all matters requiring shareholder approval because they beneficially own a large percentage of our common stock.
As of December 31, 2025, Clarkston Ventures, LLC and its affiliates (“Clarkston”) beneficially owned approximately 30.6% of the outstanding shares of our common stock and, together with its affiliates, held rights to vote 42.1% of our outstanding voting shares.
The current ownership position of Clarkston could delay, deter or prevent a change of control or adversely affect the price that investors might be willing to pay in the future for shares of our common stock. The interests of Clarkston may significantly differ from the interests of our other shareholders and they may vote the common stock they beneficially own in ways with which our other shareholders disagree. Further, Jeffrey Hakala, a member of our Board of Directors, is the Chief Investment Officer of Clarkston.
We have never paid dividends on our common stock.
We currently intend to retain earnings, if any, to support our growth strategy. We do not anticipate paying dividends on our common stock in the foreseeable future.
There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.
No prediction can be made as to the effect, if any, that future sales of our common stock, or the availability of our common stock for future sales, will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market and the availability of shares for future sale could adversely affect the prevailing market price of our common stock. This in turn could impair our future ability to raise capital through an offering of our equity securities.
Provisions in our articles of incorporation, our bylaws, and Michigan law could make it more difficult for a third party to acquire us, discourage a takeover, and adversely affect existing shareholders.
Our restated articles of incorporation, as amended (“Articles of Incorporation”), our amended and restated bylaws (“Bylaws”) and the Michigan Business Corporation Act (the “MBCA”) contain provisions that may have the effect of making more difficult, delaying or deterring attempts by others to obtain control of our Company, even when these attempts may be in the best interests of shareholders. These include provisions on our maintaining a classified Board of Directors and limiting the shareholders’ powers to remove directors or take action by written consent instead of at a shareholders’ meeting. Our Articles of Incorporation also authorize our Board of Directors, without shareholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of common stock. The MBCA also imposes conditions on certain business combination transactions with “interested shareholders.”
These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in our control or management, including transactions in which shareholders might otherwise receive a premium for their shares over then current market prices. These provisions may also limit the ability of shareholders to approve transactions that they may deem to be in their best interests.
The Company is not currently in compliance with the continued listing requirements for Nasdaq. If the price of the Company’s common stock continues to trade below $1.00 per share for a sustained period or the Company does not meet other continued listing requirements, the common stock may be delisted from the Nasdaq Capital Market, which could affect the market price and liquidity for the common stock and reduce the Company’s ability to raise additional capital.
On March 3, 2026, the Company received a letter (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because the closing bid price of the Company’s common stock was below $1.00 per share for the prior 30 consecutive business days, the Company is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from March 3, 2026, or until August 31, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before August 31, 2026, the closing bid price of the common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days (which number of days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved.
We continue to monitor the closing bid price of our common stock and consider our available options to resolve our noncompliance with the Minimum Bid Price Requirement. There can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or we will otherwise be in compliance with other Nasdaq listing criteria. If we fail to regain compliance with the minimum bid requirement or to meet the other applicable continued listing requirements for the Nasdaq Capital Market in the future and Nasdaq may delist our common stock.
Delisting from the Nasdaq Capital Market could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. If our common stock is delisted by Nasdaq the price of our common stock may decline and our common stock may be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the pink sheets where an investor may find it more difficult to dispose of their common stock or obtain accurate quotations as to the market value of our common stock. Further, if we are delisted, we would incur additional costs under requirements of state “blue sky” laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders to sell our common stock in the secondary market.
In addition, if our common stock is delisted from the Nasdaq Capital Market and the trading price remains below $5.00 per share, trading in our common stock might also become subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trade involving a stock defined as a “penny stock” (generally, any equity security not listed on a national securities exchange that has a market price of less than $5.00 per share, subject to certain exceptions).
In 2025, our shareholders approved a reverse stock split. If we seek to implement a reverse stock split to remain listed on the Nasdaq Capital Market, the announcement or implementation of a reverse stock split could significantly negatively affect the price of our common stock. In addition, if a company falls out of compliance with the $1.00 minimum bid price after completing reverse stock splits over the immediately preceding two years that cumulatively result in a ratio one for 250 shares, the company will not be able to avail itself of any bid price compliance periods under Rule 5810(c)(3)(A), and Nasdaq will instead require the issuance of a Staff delisting determination. The company could appeal the determination to a hearings panel, which could grant the company a 180-day exception to remain listed if it believes the company would be able to achieve and maintain compliance with the bid price requirement. Following the exception, the company would be subject to the procedures applicable to a company with recurring deficiencies.
We continue to actively monitor our performance with respect to the listing standards and are considering available options to resolve the deficiency and regain compliance with the Nasdaq rules. There can be no assurance that we will be able to regain compliance with any deficiency, or maintain compliance even if we implement an option that regains our compliance.
Our common stock may be delisted from The Nasdaq Stock Market if we cannot maintain compliance with Nasdaq’s continued listing requirements.
Nasdaq Listing Rule 5550(a)(2) requires that, for continued listing on The Nasdaq Capital Market, we must maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”). As of March 18, 2025, the closing price of our common stock was $0.69. There can also be no assurance that our stock price will meet the Minimum Bid Price Requirement or that we will maintain compliance with any other of Nasdaq’s continued listing requirements.
If we fail to satisfy the continued listing requirements of The Nasdaq Capital Market, Nasdaq may take steps to delist our common stock, which could have a materially adverse effect on our ability to raise additional funds as well as the price and liquidity of our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders’ ability to sell or purchase our common stock when they wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq Minimum Bid Price Requirement, or prevent future non-compliance with The Nasdaq Capital Market’s listing requirements.
Although the New Public Notesnotes are currently listed on Nasdaq, the trading market for the New Public Notesnotes may be limited, which could affect the market price of the New Public Notesnotes or your ability to sell them.
Although the New Public Notesnotes are currently listed on Nasdaq, we cannot provide any assurances that it will remain on Nasdaq or that an active trading market will exist for the New Public Notesnotes or that you will be able to sell your New Public Notes.notes. The New Public Notesnotes may trade at a discount to their face value depending on access to markets, prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. We cannot assure you that a liquid trading market will be available for the New Public Notes,notes, that you will be able to sell the New Public Notesnotes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not exist, the liquidity and trading price for the New Public Notesnotes may be harmed.
We may not be able to make payments on the New Public Notes.notes.
We may be unable to pay the principal and interest on the New Public Notesnotes which will substantially decrease the market value of the New Public Notes.notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal and interest on the New Public Notes,notes, or if we otherwise fail to comply with the various covenants, including certain operating covenants, we could be in default under the terms of the agreements governing the New Public Notes.notes. In the event of such default, the holders of the New Public Notesnotes could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest.
There are limited financial covenants in the Indenture relating to our New Public Notes.notes.
The Indenture does not restrict us or our Insurance Company Subsidiaries from incurring additional debt or other liabilities. If we incur additional debt or liabilities, our ability to pay the obligations on the New Public Notesnotes could be adversely affected.
Our indebtedness, including the indebtedness we or our Insurance Company Subsidiaries may incur in the future, could have important consequences for the holders of the New Public Notes,notes, including:
limiting our ability to satisfy our obligations with respect to the New Public Notesnotes;
In addition, we have limited restrictions under the Indenture from granting security interests in our assets, paying dividends or issuing or repurchasing securities. Moreover, the Indenture does not require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the New Public Notesnotes in the event that we experience material adverse changes in our financial condition or results of operations. Holders of the New Public Notesnotes have limited protection under the Indenture in the event of a highly leveraged transaction, reorganization, default under our existing indebtedness, restructuring, merger or similar transaction.
For these reasons, you should not consider the covenants in the Indenture a significant factor in evaluating whether to invest in the New Public Notes.notes.
The New Public Notesnotes are structurally subordinated to any future indebtedness and other liabilities of our Insurance Company Subsidiaries.
The New Public Notesnotes are obligations exclusively of ConiferPresurance Holdings, Inc. and not of any of our Insurance Company Subsidiaries. None of our Insurance Company Subsidiaries is a guarantor of the New Public Notesnotes and the New Public Notesnotes are not guaranteed by any subsidiary we may acquire or create in the future. Any assets of our Insurance Company Subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the New Public Notes.notes. The New Public Notesnotes are structurally subordinated to all future indebtedness and other liabilities of any of our Insurance Company Subsidiaries and any subsidiary that we may in the future acquire or establish. Our Insurance Company Subsidiaries may incur substantial indebtedness in the future, all of which would be structurally senior to the New Public Notes.notes.
Volatility in the market price and trading volume of our common stock could adversely impact the trading price of the New Public Notes.notes.
Management's Discussion & Analysis (MD&A)
Removed heading “Insurance Company Subsidiaries Capital Constraints”
Largest changes
“We measure the performance of our consolidated results, in part, based on our underwriting gain or loss. We define underwriting gain or loss as income (loss) before income taxes, excluding net investment income, net realized investment gains (losses), changes in fair value of equity securities, other gains (losses), change in fair value of contingent considerations and interest expense. We utilize this metric because we believe it gives our management and other users of our financial information useful insight into our underlying business performance. …”see in full comparison
“On February 27, 2025 and March 3, 2025, the Company issued a total of $7.5 million of its newly designated non-convertible mandatorily redeemable Series B Preferred Stock, no par value, through a private placement of 1,500 preferred shares priced at $5,000 per share that matures on December 31, 2026, and issued the Purchaser (as defined below) common stock purchase warrants (the "Warrants") to purchase 4,000,000 shares at an exercise price of $1.50 per share.”see in full comparison
“Due to significant losses in 2023 and 2024, much of which is attributable to strengthening reserves on the commercial liability lines of business (which are now all in run-off), both Insurance Company Subsidiaries lack sufficient capital to continue to underwrite the volume of business they have historically written. In particular, there was significant additional adverse development in CIC in the fourth quarter of 2024. …”see in full comparison
“As a result of multiple years of underwriting losses, mainly from the legacy commercial lines of business, the Insurance Company Subsidiaries capital and surplus has diminished over the years. In addition, there was $12.3 million and $29.9 million of adverse development in TIC during 2025 and 2024, respectively. This resulted in the need for PHI to contribute a combined $16.0 million to TIC during the fourth quarter of 2024 and the first quarter of 2025. PHI also contributed $6.5 million of cash to TIC in June 2025. …”see in full comparison
“As a result of multiple years of underwriting losses, mainly from the commercial lines of business, the Insurance Company Subsidiaries capital and surplus has diminished over the years. In addition, in the fourth quarter of 2024, there was significant additional adverse development in CIC. This resulted in the need for CHI to contribute an additional $16.0 million into CIC in order for CIC to remain above the Regulatory Action Level of the Risk Based Capital (“RBC”). …”see in full comparison
Full comparison: every changed paragraph (92)
Capital Raises
On February 27, 2026, the Company issued $14.0 million of common stock through a backstopped rights offering for 14,000,000 shares of common stock priced at $1.00 per share. A portion of the proceeds were used to redeem all of the $7.5 million of the Company's outstanding Series B Preferred Stock, described below. The remaining proceeds will be used for working capital and general corporate purposes.
On December 23, 2025, the Company issued a total of $8.0 million of its newly designated non-convertible mandatorily redeemable Series C Preferred Stock, no par value, through a private placement of 1,600 preferred shares priced at $5,000 per share that matures on April 2, 2027, to Clarkston Companies, Inc., an entity affiliated with Jeffrey Hakala, a member of the Board of Directors of the Company. The Series C Preferred Stock requires quarterly dividend payments at a dividend rate of 15.0% per annum.
On February 27, 2025 and March 3, 2025, the Company issued a total of $7.5 million of its newly designated non-convertible mandatorily redeemable Series B Preferred Stock, no par value, through a private placement of 1,500 preferred shares priced at $5,000 per share that matures on December 31, 2026, and issued the Purchaser (as defined below) common stock purchase warrants (the "Warrants") to purchase 4,000,000 shares at an exercise price of $1.50 per share.
The Company redeemed the Series B Preferred Stock in full in February 2026, as discussed below. The Warrants entitle the Purchaser to purchase up to 4,000,000 shares of the Company’s common stock at an exercise price of $1.50 per share. The Warrants will expire on January 31, 2027.
The Series B Preferred Stock was sold to Clarkston 91 West LLC (the "Purchaser"), an entity affiliated with Gerald and Jeffrey Hakala, who were both at such time members of the Board of Directors of the Company. The Company used the proceeds for working capital and general corporate purposes.
In January 2024, the Company began to reduce premium revenues from underwriting operations due to a lack of adequate statutory capital and surplus in its Insurance Company Subsidiaries. The Company ceased writing almost all commercial lines premiums by August 30, 2024. WeThe expectCompany wrote minimal premiums from commercial lines in the2025, nearand term withhas no current plans to re-establish commercial lines premium volumes in the near future. The Company expects to continue to directly write the Midwest and Texas homeowners business going forward, however, the Company is subject to significant concentration of risk because all of the homeowners business is produced by one agency, SSU, and we no longer have any ownership interest or control over where SSU places its business. To provide ongoing capital support for the Insurance Company Subsidiaries, the Company sold its agency operations.operations on August 30, 2024.
On August 30, 20242024, the Company completed the sale of all of the issued and outstanding membership interests of CIS to BSU Leaf Holdings LLC, a Delaware limited liability company,company (the "Buyer"), pursuant to the Interest Purchase Agreement, dated as of August 30, 2024 (the "CIS Agreement,Agreement"), by and among the Company, Buyer and Buyer's parent (the "CIS Sale"). CIS comprised the Company’s managing general agency (“MGA”) business and was the legal entity used to implement the strategic shift to non risk-bearing revenue from an underwriting-based model as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. CIS also represented almost all of the wholesale agency segment. CIS and the related wholesale agency segment are now reported as discontinued operations forin all periods presented.2024. The Company sold CIS in order to generate liquidity to pay down debt and provide capital to the Insurance Company Subsidiaries.
The CIS Sale has had and will continue to have a significant negative impact on revenues for the Company going forward. With the previously mentioned strategic shift away from underwriting revenues, as discussed in previous filings, the Company was relying on the growth of commission revenue to replace the lost revenue from underwriting. Now that the wholesale agency segment has been sold, the Company will need to rely entirely on underwriting revenues. These revenues have reduced significantly in the past year. For example, gross written premiums were $24.4$59.8 million infor the fourthyear quarterended ofDecember 2023,31, as2025, compared to only $13.7$72.1 million infor the fourthyear quarterended ofDecember 31, 2024.
In connection with the CIS Sale, 68 of the Company’s 77 employees were transferred to the Buyer, including Nicholas Petcoff, the Company’s then current Chief Executive Officer, as well as all of the underwriting, claims and IT teams, and a portion of the finance staff and other operating staff. As part of the completion of t the CIS Sale, Mr. Petcoff resigned from his role as Chief Executive Officer and as a director on August 30, 2024. Concurrently, Brian Roney, President of the Company, was appointed as the Company’s new Chief Executive Officer. The Company entered into a transition services agreement with the buyer to allow both parties to share resources for a certain period of time, generally less than twelve months,time in order to effectuate an orderly separation of the internal systems and operations. The netCompany costincurred $145,000 and $104,000 of expense for the years ended December 31, 2025 and 2024, respectively, related to the Company was $225,000 which expense will be recognized over the period thetransition services are provided.agreement.
The initial purchase price of CIS was $45.0 million, subject to purchase price adjustments. In addition, during the three years ending on the third anniversary of the Closing Date, the Company is eligible under the CIS Agreement to receive up to three contingent payments based on performance thresholds of the gross revenue earned by CIS in the applicable quarter, with the aggregate amount of contingent payments capped at $25.0 million. Consideration paid in cash to the Company was $46.6 million on August 30, 2024, which is comprised of the $45.0 million initial purchase price, plus $1.6 million of cash in CIS in excess of the working capital deficiency (as defined in the CIS Agreement).
The contingent consideration payments, in order of achievability are $5.0 million, $10.0 million and $10.0 million. The contingent consideration included in the gain on sale was calculated based on the fair value of the three contingent payments as of September 30, 2024, in accordance with ASC 820 - Fair Value Measurement. The first contingent payment was earned as of September 30, 2024, and was reported at a fair value of $4.9 million value.million. The full $5.0 million contingent payment was received by the Company in December 2024, with the change in fair value being reflected in OtherChange gainsin fair value of contingent considerations in the Consolidated Statements of Operations. The second contingent payment is expected to bewas earned and paid in 2025 and the thirdsecond contingentquarter payment is not expected to be earned until afterof 2025, if at all. The Company determinedwith the combinedchange in fair value being reflected in Change in fair value of the second and third contingent payments to be $8.1 million as of December 31, 2024. The fair values of all contingent payments increased the gain on the sale of CIS as of September 30, 2024. As fair value estimates change over time, subsequent measurement adjustments will be reflected in income or loss from continuing operationsconsiderations in the periodConsolidated Statement of change.Operations.
The third contingent payment, equaling $10.0 million, is expected to be earned and paid by September 2026, but is still subject to uncertainty. The Company determined the fair value of the third contingent payments to be $4.3 million as of December 31, 2025. As fair value estimate of the third contingent payment changes over time, subsequent measurement adjustments will be reflected in income or loss in the period of change. See Note 4 ~ Fair Value Measurements for further details.
There was significant judgment in deriving the fair value of the final two $10.0 million contingent payments,payment, including estimating the extent of time it will take to achieve the earnout, the credit quality of the buyer and, most importantly, the risk that the contingent payments may not be achieved at all. There is greater than an insignificant chance that we do not receive onethe or both of thesefinal contingent payments.payment. There are no provisions allowing for a partial payment of the earnout.
On August 30, 2024, the Company completed the sale of its 50% ownership interest in SSU to an entity owned by Andrew Petcoff. Pursuant to the Membership Interest Purchase Agreement, dated as of August 30, 2024 (the “SSU Agreement”) among Sycamore Financial Group, LLC, Andrew Petcoff (the buyers) and VSRM Insurance Agency, Inc.,Inc. (the seller), the aggregate purchase price was $6.5 million, with $3.0 million paid in cash to the Company at the time of the closing and the remaining $3.5 million was paid to the Company during the fourth quarter of 2024. A gain of $6.5 million was recognized on the sale of SSU.
As part of the sale, the Company entered into a new program administration agreement with SSU, which requires SSU to provide underwriting and systems support to the homeowners programs that they produce. Separately, the Company entered into a claims administration agreement with CIS, now owned by BSU Leaf Holdings LLC., to handle all homeowners claims going forward.
With the completion of the disposal of the agency business, we have just two agency relationships; with CIS and SSU. CIS has control over almost all of our historical commercial lines premium volumevolume. andThe itCompany isno expectedlonger thatwrites CIS will remove all of the remainingany commercial lines business toand anotherhas insurerterminated asits someagency pointappointment inwith theCIS future.effective December 31, 2025. SSU has control of our remaining homeowners book of business and could move that business to another insurer or insurers. This is a significantly different structure from when we filed our 2023 Annual Report on Form 10-K, on April 1, 2024 with the U. S. Securities and Exchange Commission. We no longer directly “market and sell our insurance products through a network of over 4,400 independent agents that distribute our policies through approximately 950 sales offices” as stated in that filing. Those relationships are now owned by unrelated third parties (CIS and SSU). This greatly amplifies our concentration of risk relative to our marketing and distribution network.
Our staff is now only approximately tentwelve people. We are relying heavily upon the CIS and SSU teams to handle underwriting, claims, and information technology services. Much of this is managed either through program administration agreements with CIS and SSU or a claims administration agreement with CIS. The policy management system also conveyed with CIS, which we can continue to use for our existing business, but may not be available for any new programs we may consider. CIS and SSU also handle all billing and collections. We no longer have the internal capacity to operate a direct bill process.
On August 30, 20242024, with a portion of the proceeds from the sale of CIS, the Company paid off all of its outstanding $9.3 million of its privately placed 12.5% Senior Secured Notes which were outstanding at August 30, 2024,Notes, and redeemed all of the $6.0 million of its outstanding Series A Preferred Stock. The Company incurred a redemption premium of $397,000 from the Series A Preferred Stock, and recorded the premium as additional dividends paid on the Series A Preferred Stock. See Note 98 ~ Debt and Note 12 ~ ShareholdersShareholders' Equity of the Notes to the Consolidated Financial Statements for further details.
On March 25, 2024, Kroll downgraded the financial strength ratings of CICTIC and WPIC. Kroll hashad given CICTIC an insurance financial strength rating of BB- with a negative outlook. Kroll hashad given WPIC an insurance financial strength rating of B with a negative outlook. A BB- and a B rating indicates that the insurer's financial condition is low quality. Concurrently, the Company withdrew its participation in the rating process, and shall be non-rated by Kroll going forward.
On March 14, 2024, A.M. Best downgraded the financial strength ratings of CICTIC and WPIC to C. A rating of C means A.M. Best considers both companies to have a "weak" ability to meet ongoing financial obligations. Concurrently, the Company withdrew its participation in the rating process, and shall be non-rated by A.M. Best going forward.
Insurance Company Subsidiaries Capital Constraints
As a result of multiple years of underwriting losses, mainly from the commercial lines of business, the Insurance Company Subsidiaries capital and surplus has diminished over the years. In addition, in the fourth quarter of 2024, there was significant additional adverse development in CIC. This resulted in the need for CHI to contribute an additional $16.0 million into CIC in order for CIC to remain above the Regulatory Action Level of the Risk Based Capital (“RBC”). Even with these contributions, CIC fell within the Company Action Level of the RBC and was required to submit a plan of remediation to the domiciliary state regulators. To fund these additional contributions, CHI utilized proceeds from the CIS Sale and raised $7.5 million from the issuance of our Series B Preferred Stock. WPIC no longer writes any business and CIC’s writings are significantly constrained by its diminished capital position.
We are an insurance holding company that markets and services our product offerings through specialty personal insurance business lines. We are authorized to write insurance as an excess and surplus lines carrier in 44 states, including the District of Columbia. We are licensed to write insurance as an admitted carrier in 42 states, including the District of Columbia, and we used to offer our insurance products in almost all 50 states. As of December 31, 2024,2025, we offer only homeowners insurance products primarily in Texas, Illinois and Indiana for homeowners lines and Nevada and Michigan for other lines.Indiana.
Our revenues are primarily derived from premiums earned from our insurance operations. We also generate other revenues through investment income. Prior to the sale of CIS we also generated other income mainly from installment fees and policy issuance fees related to the policies we wrote. Our revenues generated from the Company's MGA, CIS, isare now disclosedreflected in discontinued operations forin all periods presented.2024. Following the CIS Sale, we will no longer generate commission income or related installment and policy issuance fees.
Our expenses consist primarily of losses and loss adjustment expenses, agents’ commissions, and other underwriting and administrative expenses. Historically, we have organized our operations in three insurance businesses: commercial insurance lines, personal lines, and agency business.business prior to the CIS Sale. Together, the commercial and personal lines refer to “underwriting” operations that take insurance risk, and the agency business refers to non-risk insurance business.
Through our commercial insurance lines, we historically offered coverage for both commercial property and commercial liability. We also offered coverage for commercial automobiles and workers’ compensation. Our insurance policies are sold to targeted small and mid-sized businesses on a single or multiple-coverage basis. With the strategic shift described above substantially executed, we expect only a small amount of commercial lines business going forward.
Through our personal insurance lines, we offer homeowners insurance and dwelling fire insurance products to individuals in several states. Our specialty homeowners insurance product line is primarily comprised of low-value dwelling insurance tailored for owners of lower valued homes, which we offer in Illinois,Texas, IndianaIllinois and Texas.Indiana.
Through our commercial insurance lines, we historically offered coverage for both commercial property and commercial liability. We also offered coverage for commercial automobiles and workers’ compensation. Our insurance policies were sold to targeted small and mid-sized businesses on a single or multiple-coverage basis. Effective December 31, 2025, the Company no longer writes any commercial lines business.
Our MGA, CIS, operated through our wholesale agency business segment. Through CIS, we historically offered commercial and personal lines insurance products for our Insurance Company Subsidiaries as well as third-party insurers. The wholesale agency business segment provided our agents with more insurance product options. As mentioned above, following the CIS Sale, we will no longer beare operating this business and its historical results are included in discontinued operations.
Critical Accounting Policies and Estimates
Our recorded loss and loss adjustment expensesexpense ("LAE") reserves represent management’s best estimate of unpaid loss and LAE, and related reinsurance recoverables, at each balance sheet date, based on information, facts and circumstances known at such time. Our loss and LAE reserves reflect our estimates at the balance sheet date of:
Our actuaries give different weights to each of these methods based upon the amount of historical experience data by line of business and by accident year,year and based on judgment as to what method is believed to result in the most accurate estimate. The application of each method by line of business and by accident year may change in the future if it is determined that a different emphasis for each method would result in more accurate estimates.
The application of each method by line of business and by accident year may change in the future if it is determined that a different emphasis for each method would result in more accurate estimates.
The estimation of ultimate liability for losses and LAE is a complex, imprecise and inherently uncertaincomplex process, and therefore involves a considerable degree of judgment and expertise. Our loss and LAE reserves do not represent an exact measurement of liability, but are estimates based upon various factors, including but not limited to:
Our loss and LAE reserves are estimates and do not represent an exact measurement of liability, but are estimates.liability. The most significant assumptions affecting our IBNR reserve estimates are the loss development factors applied to paid losses and case reserves to develop IBNR by line of business and accident year. Although historical loss development provides us with an indication of future loss development, it typically varies from year to year. Thus, for each accident year within each line of business we select one loss development factor out of a range of historical factors.
We generated a sensitivity analysis of our net reserves which represents reasonably likely levels of variability in our selected loss development factors. We believe the most meaningful approach to the sensitivity analysis is to vary the loss development factors that drive the ultimate loss and LAE estimates. We applied this approach on an accident year basis, reflecting the reasonably likely differences in variability by level of maturity of the underlying loss experience for each accident year. Generally, the most recent accident years are characterized by more unreported losses and less information available for settling claims,claims and have more inherent uncertainty than the reserve estimates for more mature accident years. Therefore, we used variability factors of plus or minus 10% for the most recent accident year, 5% for the preceding accident year, and 2.5% for the second preceding accident year. There is minimal expected variability for accident years at four or more years’ maturity.
The following table displays ultimate net loss and LAE and net loss and LAE reserves by accident year for the year ended December 31, 2024.2025. We applied the sensitivity factors to each accident year amount and have calculated the amount of potential net loss and LAE reserve change and the impact on 20242025 reported pre-tax income and on net income and shareholders’ equity at December 31, 2024.2025. We believe it is not appropriate to sum the illustrated amounts as it is not reasonably likely that each accident year’s reserve estimate assumptions will vary simultaneously in the same direction to the full extent of the sensitivity factor. The shareholders' equity amounts include an income tax rate assumption of 21%, however due to the net operating losses (“NOL”) available to use against taxable income and the offsetting valuation allowance, there is no difference between pre-tax income and shareholders’ equity in this schedule. The dollar amounts in the table are in thousands.
As noted earlier, the Company iswas eligible to receive three contingent payments from the CIS Sale, based on performance thresholds of the gross revenue earned by CIS. The first contingent payment was earned as of September 30, 2024, and received in December 2024. The second contingent payment was earned and received during the second quarter of 2025. The third contingent payment, equaling $10.0 million, is expected to be earned inand 2025paid andby September 2026, but is still subject to uncertainty. The Company determined the fair value of the third contingent payment is not expected to be earned until after 2025, if at all. The Company determined the combined fair value of the second and third contingent payments to be $8.1$4.3 million as of December 31, 2024, which increased the gain on the sale of CIS.2025. The fair value of the second and third contingent paymentspayment was calculated in accordance with ASC 820 - Fair Value Measurement. See Note 54 ~ Fair Value Measurements for further discussion of the calculationscalculation of the contingent considerations.consideration.
Income Taxes
As of December 31, 2024, we have federal and state income tax net operating loss ("NOL") carryforwards of $65.0 million and $82.4 million, respectively. Of the NOL carryforwards, $62.2 million will expire in tax years 2030 through 2043 and $10.5 million will never expire. Of the federal NOL amount, $6.8 million are subject to limitations under Section 382 of the Internal Revenue Code. These net NOL carryforwards are limited in the amount that can be utilized in any one year and may expire before they are realized.
A valuation allowance of $19.7 million and $28.0 million has been recorded against the gross deferred tax assets as of December 31, 2024 and 2023, respectively, as the Company has recognized a three-year cumulative loss from continuing operations as of December 31, 2024 which is significant negative evidence to support the lack of recoverability of those deferred tax assets in accordance with ASC 740, Income Taxes. If the $19.7 million valuation allowance as of December 31, 2024 were reversed in the future, it would increase book value by $1.62 per share. The net deferred tax assets were zero as of December 31, 2024 and 2023.
If, in the future, we determine we can support the recoverability of a portion or all of the deferred tax assets under the guidance, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense and result in an increase in equity in the period of change if such judgment occurs. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future.
Adjusted operating income (loss) and adjusted operating income (loss) per share are non-GAAP measures that represent net income allocable to common shareholders excluding net realized investment gains (losses), change in fair value of equity securities, other gains (losses), change in fair value of contingent considerations, change in contingent consideration bonus expense and net income (loss) from discontinued operations. The most directly comparable financial GAAP measures to adjusted operating income and adjusted operating income per share are net income and net income per share, respectively. Adjusted operating income and adjusted operating income per share are intended as supplemental information and are not meant to replace net income or net income per share. Adjusted operating income and adjusted operating income per share should be read in conjunction with the GAAP financial results. Our definition of adjusted operating income may be different from that used by other companies. The following is a reconciliation of net income to adjusted operating income (dollars in thousands), as well as net income per share to adjusted operating income per share:
* Amount is included in Operating Expenses on the Consolidated Statement of Operations. See Note 18 ~ Commitments and Contingencies for further information about the contingent consideration bonus expense.
** The Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 20242025 and 2023.2024. 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 NOLsnet operating losses and the change in the valuation allowance.
The Company's gross written premiums decreased $12.3 million, or 17.0%, to $59.8 million in 2025, compared to $72.1 million in 2024.
Our personal lines gross written premiums increased $5.7 million, or 12.7%, to $51.1 million in 2025, compared to $45.4 million in 2024. Our focus going forward is entirely on personal lines. Effective December 31, 2025, the Company no longer writes any commercial lines business.
The Company's gross written premiums decreased $71.8 million, or 49.9%, to $72.1 million in 2024, compared to $143.9 million in 2023. Our commercial lines gross written premiums decreased $80.4 million, or 75.1%, to $26.7 million in 2024, compared to $107.1 million in 2023. Our personal lines gross written premiums increased $8.6 million, or 23.4%, to $45.4 million in 2024, compared to $36.8 million in 2023.
The CompanyCompany's reportedcommercial alines netgross losswritten frompremiums continuingdecreased operations of $34.2$18.0 million, or $2.8767.4%, perto share$8.7 million in 2024,2025, compared to a$26.7 net loss from continuing operations of $27.3 million, or $2.23 per sharemillion in 2023.2024.
The Company reported a net loss from continuing operations of $18.4 million, or $1.51 per share in 2025, compared to a net loss from continuing operations of $34.2 million, or $2.87 per share in 2024.
The Company did not have any discontinued operations in 2025. The Company reported net income from discontinued operations of $58.6 million, or $4.79 per share in 2024, compared to net income from discontinued operations of $1.4 million, or $0.11 per share in 2023.2024.
Commercial lines gross written premiums decreased $80.4 million, or 75.1%, to $26.7 million for the year ended December 31, 2024, compared to $107.1 million, for the year ended December 31, 2023. We ceased writing substantially all commercial lines during 2024. As of September 1, 2024, we no longer write any hospitality or small business commercial lines business. These lines are in run off and will continue to earn some premium during the first three months of 2025. We currently do not expect to write a significant amount of other commercial lines in the near term.
Personal lines gross written premiums increased $8.6$5.7 million, or 23.4%,12.7%, to $51.1 million for the year ended December 31, 2025, compared to $45.4 million for the year ended December 31, 2024, compared to $36.8 million for the year ended December 31, 2023.2024. The increase was due to the organic growth in the low-value dwelling book of business in Texas,Texas whichand in the Midwest which, combined, grew by $13.6$11.7 million in 2025 compared to 2024. This increase was offset fromby our exit ofin Oklahoma homeowners business, which we no longer write.business. We plan to continue to write the Midwest and Texas homeowners programs but we do not expect continued growth to be significant.
Commercial lines gross written premiums decreased $18.0 million, or 67.4%, to $8.7 million for the year ended December 31, 2025, compared to $26.7 million, for the year ended December 31, 2024. As of September 1, 2024, we no longer write any hospitality or small business commercial lines business. These lines are in run-off, and earned a small amount of premium in 2025. We currently do not expect to write a significant amount of other commercial lines in the near term.
Net written premiums decreased $19.4$28.0 million, or 28.2%,56.7%, to $49.3$21.3 million, for the year ended December 31, 2024,2025, compared to $68.7$49.3 million for the year ended December 31, 2023.2024. Net written premiums declineddeclined, duringin part due to the yearrun-off asof a resultmost of the Company's reduction in commercial lines business. In addition, we entered into a new 50% quota share agreement for the homeowners business, inclusive of the unearned premium as of June 1, 2025, which significantly reduced the personal lines net written premium, even though there was substantial gross written premium growth.
Net earned premiums decreased $28.5 million, or 46.8%, to $32.4 million, for the year ended December 31, 2025, compared to $60.9 million for the year ended December 31, 2024. This decrease was consistent with the decrease in net written premiums during 2025.
Net losses and LAE decreased by $9.1$34.8 million, or 11.1%,47.4%, to $38.5 million for the year ended December 31, 2025, compared to $73.3 million for the year ended December 31, 2024, compared to $82.4 million for the year ended December 31, 2023.2024. The decrease was mostlypartially attributable to a $25.0$14.8 million decrease in current accident year losses due to a significant reduction in net earned premiums describedas shown above. The decrease in current accident year losses was partiallyfurther offsetadded to by a $33.7$20.0 million increasedecrease in adverse development on prior-year loss reserves.
Of the $13.7 million in adverse development in 2025, $11.2 million was related to the Company's legacy commercial lines of business, while $2.5 million was related to the Company's personal lines of business. Of the $11.2 million of adverse development in the commercial lines of business, $8.2 million was experienced in the Company's hospitality programs and $4.0 million was experienced in the Company's small business programs, most notably the Security Guard program.
Our expense ratio decreasedincreased by 1.3%14.0% for the year ended December 31, 2025, to 49.8%, compared to 35.8% in 2024, compared to 37.1%for the sameyear periodended inDecember 2023.31, 2024.
What changed in the latest 10-Q
Risk Factors
There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 27, 2026.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Reverse Stock Split”
New heading “Other Corporate Expenses”
New heading “Results of Operations for the Six Months Ended June 30, 2026 and 2025”
New heading “Summary of Operating Results”
New heading “Summary of Premium Revenue”
New heading “Losses and Loss Adjustment Expenses”
New heading “Segment Results”
New heading “Segment Gain (Loss)”
New heading “Other Corporate Expenses”
Removed heading “Nasdaq Minimum Bid Price Compliance”
Largest changes
“The Notice also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by August 31, 2026, the Company may be eligible for additional time. …”see in full comparison
“If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 calendar days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.”see in full comparison
“Results of Operations for the Six Months Ended June 30, 2026 and 2025”see in full comparison
Full comparison: every changed paragraph (83)
For the Periods Ended MarchJune 31,30, 2026 and 2025
Reverse Stock Split
On June 1, 2026, the Company effected a 1-for-7 reverse stock split of the Company’s common stock (the "Reverse Stock Split"). As a result of the Reverse Stock Split, every 7 shares of the Company’s common stock issued and outstanding were automatically converted into one new share of common stock. Proportionate adjustments were made to the exercise prices and number of shares of common stock issuable upon exercise of the Company's outstanding stock options and warrants. The Reverse Stock Split did not decrease the number of authorized shares of common stock. No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Shareholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof. All shares of the Company’s common stock, per-share data and related information included in the accompanying condensed consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split had been effected prior to all periods presented in accordance with generally accepted accounting principles.
Nasdaq Minimum Bid Price Compliance
As previously reported, on March 3, 2026, the Company received a letter (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because the closing bid price of the Company’s common stock was below $1.00 per share for the prior 30 consecutive business days, the Company is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from March 3, 2026, or until August 31, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before August 31, 2026, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days (which number of days may be extended by Nasdaq), Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement, and the matter would be resolved.
The Notice also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by August 31, 2026, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.
The Company intends to continue actively monitoring the closing bid price for the Company’s Common Stock between now and August 31, 2026, and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. In June 2025, our shareholders approved an amendment to our articles of incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-12. Our board of directors has authority to select an exchange ratio within the approved range at any time prior to June 3, 2026. The Company’s board of directors intends to effect the reverse stock split only if it determines the reverse stock split to be in the best interests of our shareholders. Such a reverse stock split would likely put us in compliance with the Minimum Bid Price Requirement.
If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second period of 180 calendar days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.
We are an insurance holding company that markets and services our product offerings through specialty commercial and specialty personal insurance business lines. Currently, we are authorized to write insurance as an excess and surplus lines carrier in 44 states, plus the District of Columbia. We are licensed to write insurance as an admitted carrier in 42 states, plus the District of Columbia. As of MarchJune 31,30, 2026, we offer only homeowners insurance products primarily in Texas, Illinois and Indiana.
Through our personal insurance lines, we offer homeowners insurance and dwelling fire insurance products to individuals in several states. Our specialty homeowners insurance product line is primarily comprised of low-value dwelling insurance tailored for owners of lower valued homes, which we offer in Texas, Illinois and Indiana. Our commercial lines of business isare in runoff.
In certain circumstances, we are required to make estimates and assumptions that affect amounts reported in our condensed consolidated financial statements and related footnotes. We evaluate these estimates and assumptions periodically on an on-going basis based on a variety of factors. There can be no assurance, however, that actual results will not be materially different than our estimates and assumptions, and that reported results of operations will not be affected by accounting adjustments needed to reflect changes in these estimates and assumptions. During the threesix months ended MarchJune 31,30, 2026, there were no material changes to our critical accounting policies and estimating methodologies, which are disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026.
The Company's gross written premiums decreased $4.7$8.0 million, or 29.1%,38.0%, to $11.5$13.1 million in the firstsecond quarter of 2026, compared to $16.2$21.1 million for the same period in 2025.
The Company's personal lines gross written premiums decreased $2.6$4.8 million, or 18.7%,26.9%, to $11.5$13.1 million in the firstsecond quarter of 2026, compared to $14.1$17.9 million for the same period in 2025.
The Company reported net income of $2.6$2.5 million, or $0.15$0.68 per share in the firstsecond quarter of 2026, compared to net income of $522,000,$2.1 million, or $0.04$1.17 per share for the same period in 2025. The Company recorded net income of $5.2 million, or $1.66 per share for the six months ended June 30, 2026, compared to net income of $2.6 million, or $1.47 per share for the same period in 2025.
Adjusted operating loss,income, a non-GAAP measure, was $2.8$1.3 million, or $0.16$0.35 per share during the firstsecond quarter of 2026, compared to $3.7a million,$2.1 million loss, or $0.30$1.19 per share for the same period in 2025. Adjusted operating income was $384,000, or $0.12 per share for the six months ended June 30, 2026, compared to an adjusted operating loss of $5.8 million, or $3.30 per share for the same period in 2025.
Our underwriting combined ratio was 105.7%69.5% and 140.5%121.1% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our underwriting combined ratio was 86.4% and 131.2% for the six months ended June 30, 2026 and 2025, respectively.
Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025
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.premiums.
The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and othersegment underwritingoperating expenses to net earned premiums and other income from underwriting operations.premiums.
* Percentage change is not meaningful.
Our premiums are presented below for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):
* Percentage change is not meaningful.
Gross written premiums decreased $4.7$8.0 million, or 29.1%,38.0%, to $11.5$13.1 million for the three months ended MarchJune 31,30, 2026, compared to $16.2$21.1 million for the same period in 2025.
Personal lines gross written premiums decreased $2.6$4.8 million, or 18.7%,26.9%, to $11.5$13.1 million in the firstsecond quarter of 2026, compared to $14.1$17.9 million for the same period in 2025. The decrease was due to underwriting changes that affected volume. Our main focus remains on prudent, steady growth in Texas.
Commercial lines gross written premiums were $(18,000)essentially zero in the firstsecond quarter of 2026, compared to $2.0$3.2 million for the same period in 2025. The Company's commercial lines of business isare in runoff. The Company does not expect to write any commercial lines business in the near term.
Net written premiums decreasedincreased $4.8$15.3 million, or 44.0%, to $6.1$16.7 million in the firstsecond quarter of 2026, compared to $10.8$1.4 million for the same period in 2025. The declineincrease in net written premiums during the quarter was primarily due to the $4.2termination of the Company's quota share reinsurance agreement that ceded 50% of premiums on substantially all of its homeowners business on May 31, 2026. The termination of the agreement generated a negative $9.3 million of ceded written premiums cededin underthe asecond newquarter 50%of 2026. The quota share agreement forthat ourwas entered into on June 1, 2025 resulted in $13.7 million of additional ceded written premiums in the second quarter of 2025, significantly reducing net written premiums. All homeowners bookunearned ofpremiums businesswere effectiveceded under the quota share agreement on June 1, 2025. At inception, we alsoAll ceded 50%unearned premiums under the quota share agreement were reversed as of theMay homeowners31, unearned premiums. Our commercial lines business is in runoff, which also contributed to the decrease in net written premiums during the period.2026.
Net earned premiums decreased $4.4$2.8 million, or 42.6%,28.8%, to $5.9$6.8 million during the firstsecond quarter of 2026, compared to $10.3$9.6 million for the same period in 2025. This decrease was consistentprimarily withrelated to the decrease in netgross written premiums during the quarter.
The tables below detail our losses and loss adjustment expenses and loss ratios in our underwriting business for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):
* Percentage change is not meaningful.
Net losses and LAE decreased by $6.0$4.9 million, or 64.1%,74.5%, to $3.3$1.7 million during the firstsecond quarter of 2026, compared to $9.3$6.6 million for the same period in 2025. The decrease was mostlypartially due to a significant reduction in net earned premiums as the commercial lines of business isare in runoff and we focus on the specialty homeowners business. The Company also experienced $2.4 million of favorable development related to its legacy commercial lines business in the second quarter of 2026.
Our expense ratio is a measure of the efficiency and performance of the commercial and personal lines of business (our risk-bearing underwriting operations). It is calculated by dividing the sum of policy acquisition costs and other underwriting expenses by the sum of net earned premiums and other income of the underwriting business.premiums. Costs that cannot be readily identifiable as a direct cost of a segment or product line remain in Corporate for segment reporting purposes. The expense ratio excludes Corporate expenses. Due to the commercial lines of business being in runoff, the expense ratios for commercial lines are not deemed to be meaningful.
Our expense ratio decreased by 1.3%7.4% in the firstsecond quarter of 2026, to 49.5%,44.9%, compared to 50.8%52.3% for the same period in 2025.
Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes and underwriting reports. The Company offsets direct commissions with ceding commissions from reinsurers. The percentage of policy acquisition costs to net earned premiums and other income increased by 0.4%4.4% during the firstsecond quarter of 2026 to 26.3%,28.3%, compared to 25.9%23.9% during the same period in 2025.2025, Sycamoredue Specialty Underwriters, LLC ("SSU"), which is producing substantially all go-forward business, managesto the policy issuance, premium collections and systemsremoval of the homeownersquota bookshare ofreinsurance business.agreement Theeffective reductionMay was31, partially2026, duewhich tohad aprovided 1.0%for reductionmore ceding commission in the commissionsecond ratequarter paidof to2025 SSUthan beginningthe onsame Septemberperiod 1,in 2025.2026.
Operating expenses consist primarily of employee compensation, information technology and occupancy costs, such as rent and utilities. Operating expenses as a percent of net earned premiums and other income decreased by 1.7%11.8% during the firstsecond quarter of 2026 to 23.2%,16.6%, compared to 24.9%28.4% for the same period in 2025. The decrease in the ratio was mostly due to improved administrative cost efficiency.
We measure the performance of our consolidated results, in part, based on our underwriting gain or loss. The following table provides the underwriting gain or loss for the three months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):
Other Corporate Expenses
Other corporate expenses consist of expenses not allocated to segments. These expenses include public company costs, as well as other expenses such as legal and consulting expenses not directly relating to the insurance operations and expense related to the funds-withheld obligation. Other corporate expenses decreased by $460,000, or 27.8%, to $1.2 million for the three months ended June 30, 2026, compared to $1.7 million for the same period in 2025. The decrease in other corporate expenses was largely due to costs associated with the CIS earnout that were incurred in 2025 that were not incurred in 2026.
Results of Operations for the Six Months Ended June 30, 2026 and 2025
The following table summarizes our operating results for the periods indicated (dollars in thousands):
Summary of Operating Results
(1)
The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums.
(2)
The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and segment operating expenses to net earned premiums.
(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.
Premiums
Premiums are earned ratably over the term of the policy, whereas written premiums are reflected on the effective date of the policy. Almost all commercial lines and homeowners products have annual policies, under which premiums are earned evenly over one year. The resulting net earned premiums are impacted by the gross and ceded written premiums, earned ratably over the terms of the policies.
Our premiums are presented below for the six months ended June 30, 2026 and 2025 (dollars in thousands):
Summary of Premium Revenue
Gross written premiums decreased $12.7 million, or 34.1%, to $24.5 million for the six months ended June 30, 2026, compared to $37.3 million for the same period in 2025.
Personal lines gross written premiums decreased $7.5 million, or 23.3%, to $24.6 million for the six months ended June 30, 2026, compared to $32.0 million for the same period in 2025. The decrease was due to underwriting changes that affected volume. Our main focus remains on prudent, steady growth in Texas.
Commercial lines gross written premiums were essentially zero for the six months ended June 30, 2026, compared to $5.2 million for the same period in 2025. The Company's commercial lines of business are in runoff. The Company does not expect to write any commercial lines business in the near term.
Net written premiums increased $10.5 million, or 85.9%, to $22.7 million for the six months ended June 30, 2026, compared to $12.2 million for the same period in 2025. The increase in net written premiums during the quarter was primarily due to the termination of the Company's quota share reinsurance agreement that ceded 50% of premiums on substantially all of its homeowners business on May 31, 2026. The termination of the agreement generated a negative $9.3 million of ceded written premiums for the six months ended June 30, 2026. The quota share agreement that was entered into on June 1, 2025 resulted in $13.7 million of additional ceded written premiums for the six months ended June 30, 2025, significantly reducing net written premiums. All homeowners unearned premiums were ceded under the quota share agreement on June 1, 2025. All ceded unearned premiums under the quota share agreement were reversed as of May 31, 2026.
Net earned premiums decreased $7.1 million, or 35.9%, to $12.7 million for the six months ended June 30, 2026, compared to $19.9 million for the same period in 2025. This decrease was primarily related to the decrease in gross written premiums during the quarter.
Losses and Loss Adjustment Expenses
The tables below detail our losses and loss adjustment expenses and loss ratios in our underwriting business for the six months ended June 30, 2026 and 2025 (dollars in thousands):
Net losses and LAE decreased by $10.8 million, or 68.4%, to $5.0 million for the six months ended June 30, 2026, compared to $15.8 million for the same period in 2025. The decrease was mostly due to a significant reduction in net earned premiums as the commercial lines of business are in runoff and we focus on the specialty homeowners business. The Company also experienced $2.7 million of favorable development related to its legacy commercial lines business for the six months ended June 30, 2026.
Expense Ratio
PRHI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 6 Form 4 filings (5 insiders, 3 trade dates, 61,872 shares, about $267.3K) and open-market sales in 1 filing (1 insider, 1 trade date, 2,478 shares, about $16.1K). Net open-market shares: 59,394 (purchases minus sales); net value about $251.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Sarafa Joseph D |
Open-market purchase | 11,000 | $6.75 | $74.2K |
| 2026-09-30 | O'hanlon Isolde |
Open-market purchase | 7,250 | $6.75 | $48.9K |
| 2026-09-30 | Smith James Grant |
Open-market purchase | 7,250 | $6.75 | $48.9K |
| 2026-09-30 | Roney Brian J |
Open-market purchase | 7,500 | $6.75 | $50.6K |
| 2026-09-30 | Meloche Harold J |
Open-market purchase | 4,100 | $6.38 | $26.1K |
| 2026-08-27 | Lamothe Timothy |
Open-market sale | 2,478 | $6.51 | $16.1K |
| 2026-05-11 | Clarkston Companies, Inc. |
Other | 1,600 | $5000.00 | $8.0M |
| 2026-05-11 | Clarkston Companies, Inc. |
Other | 1,600 | $5000.00 | $8.0M |
| 2026-04-13 | Smith James Grant |
Open-market purchase | 23,672 | $0.74 | $17.5K |
| 2026-04-06 | Smith James Grant |
Open-market purchase | 1,100 | $0.80 | $880 |
Well-known investors holding PRHI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 39,444 | $20.1K | — | Sold out |
| Two Sigma Investments | 2026-06-30 | 31,569 | $16.1K | — | Sold out |
| Renaissance Technologies | 2026-06-30 | 22,266 | $11.3K | — | Sold out |