KINGSTONE COMPANIES, INC.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
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Notes to Consolidated Financial Statements
Note 1 -Nature of Business
Kingstone Companies, Inc. (referred to herein as "Kingstone" or the “Company” or, on a standalone basis for the parent company only, the “Holding Company”), operates through its wholly-owned subsidiary, Kingstone Insurance Company (“KICO”). KICO is a New York domiciled carrier writing business through retail and wholesale agents and brokers. KICO is actively writing personal lines and commercial auto insurance in New York, and in 2024 was the 12th largest writer of homeowners insurance in New York. KICO is also licensed in the states of New Jersey, Rhode Island, Massachusetts, Connecticut, Pennsylvania, New Hampshire, and Maine. For the years ended December 31, 2025 and 2024,98.0% and 96.0%, respectively, of KICO’s direct written premiums came from the New York policies. Kingstone, through its wholly owned subsidiary, Cosi Agency, Inc. (“Cosi”), a multi-state licensed general agency, receives commission revenue from KICO for the policies it places with others and pays commissions to these agencies.
Note 2 –Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Principles of Consolidation
The consolidated financial statements include the accounts of Kingstone and its wholly owned subsidiaries: (1) KICO and its wholly owned subsidiaries, CMIC Properties, Inc. and 15 Joys Lane, LLC, which together, until March 2025, owned the land and building from which KICO operated (see Note 20 - Sale of Real Estate), and (2) Cosi. All significant inter-company account balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and assumptions, and includes the reserves for losses and LAE, which are subject to estimation errors due to the inherent uncertainty in projecting ultimate claim amounts that will be reported and settled over a period of many years. In addition, estimates and assumptions associated with receivables under reinsurance contracts related to contingent ceding commission revenue require judgments by management. On an ongoing basis, management reevaluates its assumptions and the methods for calculating these estimates. Actual results may differ significantly from the estimates used in preparing the consolidated financial statements.
Revenue Recognition
Net Premiums Earned
Insurance policies issued by the Company are short-duration contracts. Accordingly, premium revenues, net of premiums ceded to reinsurers, are recognized as earned in proportion to the amount of insurance protection provided, on a pro-rata basis over the terms of the underlying policies. Unearned premiums represent premiums applicable to the unexpired portions of in-force insurance contracts at the end of each year.
Commissions on reinsurance premiums ceded are earned in a manner consistent with the recognition of the costs of the reinsurance, generally on a pro-rata basis over the terms of the policies reinsured. Unearned amounts are recorded as deferred ceding commission revenue. Certain reinsurance agreements contain provisions whereby the ceding commission rates vary based on the loss experience under the agreements. The Company records ceding commission revenue based on its current estimate of subject losses. The Company records adjustments to ceding commission revenue in the period that changes in the estimated losses are determined.
Loss and Loss Adjustment Expenses ("LAE") Reserves
The liability for loss and LAE represents management’s best estimate of the ultimate cost of all reported and unreported losses that are unpaid as of the balance sheet date. The liability for loss and LAE is estimated on an undiscounted basis, using individual case-basis valuations, statistical analyses and various actuarial reserving methodologies. The projection of future claim payment and reporting is based on an analysis of the Company’s historical experience, supplemented by analyses of industry loss data. Management believes that the reserves for loss and LAE are adequate to cover the ultimate cost of losses and claims to date; however, because of the uncertainty from various sources, including changes in reporting patterns, claims settlement patterns, judicial decisions, legislation, and economic conditions, actual loss experience may not conform to the assumptions used in determining the estimated amounts for such liability at the balance sheet date. Adjustments to these estimates are reflected in expense for the period in which the estimates are changed. Because of the nature of the business historically written, management believes that the Company has limited exposure to environmental claim liabilities.
In the normal course of business, the Company seeks to reduce the loss that may arise from catastrophes or other events that cause unfavorable underwriting results. This is done by reinsuring certain levels of risk in various areas of exposure with a panel of financially secure reinsurance carriers.
Reinsurance receivables represents management’s best estimate of paid and unpaid loss and LAE recoverable from reinsurers, and ceded losses receivable and unearned ceded premiums under reinsurance agreements. Ceded losses receivable are estimated using techniques and assumptions consistent with those used in estimating the liability for loss and LAE. Management believes that reinsurance receivables as recorded represent its best estimate of such amounts; however, as changes in the estimated ultimate liability for loss and LAE are determined, the estimated ultimate amount receivable from the reinsurers will also change. Accordingly, the ultimate receivable could be significantly in excess of or less than the amount recorded in the consolidated financial statements. Adjustments to these estimates are reflected in the period in which the estimates are changed. Loss and LAE incurred as presented in the Consolidated Statements of Income and Comprehensive Income are net of reinsurance recoveries.
Management has evaluated its reinsurance arrangements and determined that significant insurance risk is transferred to the reinsurers. Reinsurance agreements have been determined to be short-duration prospective contracts and, accordingly, the costs of the reinsurance are recognized over the remaining contract period in proportion to the reinsurance protection provided, or recorded periodically, as per the terms of the contract, in a direct relationship to the gross premium recording.
Management estimates uncollectible amounts receivable from reinsurers based on an assessment of factors including the creditworthiness of the reinsurers and the adequacy of collateral obtained, where applicable. There wasno allowance for uncollectible reinsurance credit losses as of December 31, 2025 and 2024. The Company didnot expense any uncollectible reinsurance for the years ended December 31, 2025 and 2024. Significant uncertainties are inherent in the assessment of the creditworthiness of reinsurers and estimates of any uncollectible amounts due from reinsurers. Any change in the ability of the Company’s reinsurers to meet their contractual obligations could have a material adverse effect on the consolidated financial statements as well as KICO’s ability to meet its regulatory capital and surplus requirements.
The Company presents its net reinsurance receivables separately from its reinsurance balances payable in accordance with Accounting Standards Codification ("ASC") 210. Additionally, prepaid premiums for excess of loss and catastrophe reinsurance treaties are presented net in reinsurance balances payable as a reduction to reinsurance premiums payable as they meet the net accounting criteria of ASC 210. The Company has entered into reinsurance agreements wherein the right of offset exists in accordance with ASC 210.
Credit Losses
The Company accounts for credit losses on receivables and held-to-maturity securities in accordance with ASC 326. See investments, premiums receivable and reinsurance.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains its cash balances at several financial institutions.
The Company classifies its fixed-maturity securities as either held-to-maturity or available-for-sale. Fixed-maturity securities that the Company has the specific intent and ability to hold until maturity are classified as such and carried at amortized cost. Available-for-sale securities are reported at their estimated fair values based on quoted market prices from recognized pricing services, adjusted for an allowance for expected credit losses, with unrealized gains and losses, net of tax effects, reported as a separate component of accumulated other comprehensive loss. Realized gains and losses are determined on the specific identification method and reported in net income in the consolidated statements of income and comprehensive income.
Equity securities are reported at their estimated fair values based on quoted market prices from recognized pricing services, with unrealized gains and losses reported in net (losses) gains on investments in the consolidated statements of income and comprehensive income. Other investments are reported at their estimated fair values using the net asset value (“NAV”) per share (or its equivalent) of the instrument with unrealized gains and losses reported in net (losses) gains on investments in the Consolidated Statements of Income and Comprehensive Income. See Note - 3, Investments for additional discussion.
The Company reviews all debt securities with unrealized losses on a quarterly basis to assess whether the decline in the securities’ fair value necessitates the recognition of an allowance for credit losses. Factors considered in the review include the extent to which the fair value has been less than amortized cost, current market interest rates and whether the unrealized loss is credit-driven or a result of changes in market interest rates. The Company also considers factors specific to the issuer including the general financial condition of the issuer, the issuer's industry and future business prospects, any past failure of the issuer to make scheduled interest or principal payments, the payment structure of the investment and the issuer's ability to make contractual payments on the investment.
The Company may sell its available-for-sale securities, equity securities, and other investments in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors. Investment income is accrued to the balance sheet dates of the consolidated financial statements and includes amortization of premium and accretion of discount on fixed-maturity securities. Interest is recognized when earned, while dividends are recognized when declared. Due and accrued investment income totaled approximately $2,083,000 and $1,697,000 as of December 31, 2025 and 2024, respectively, and is included in other assets on the accompanying consolidated balance sheets.
For fixed-maturity securities where a decline in fair value is below the amortized cost basis and the Company intends to sell the security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost, a credit-loss charge is recognized in net loss based on the fair value of the security at the time of assessment.
For available-for-sale fixed maturity securities, a credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis. The allowance for credit loss related to available-for-sale fixed maturity securities is the difference between the present value of cash flows expected to be collected and the amortized cost basis, limited by the amount that the fair value is less than the amortized cost basis. The Company considers all available evidence when determining whether an investment requires a credit loss write-down or allowance to be recorded, which is recognized in net loss through an allowance for credit losses. Any remaining decline in fair value represents the noncredit portion of the impairment, which is recognized in other comprehensive income, net of tax.
The Company has made a policy election to present accrued interest balances separately from the amortized cost basis of assets and has elected the practical expedient to exclude the accrued interest from the tabular disclosures for available-for-sale and held-to-maturity securities. The Company has elected not to estimate an allowance for credit losses on accrued interest receivable. The accrual of interest income is discontinued, and the asset is placed on nonaccrual status in the quarter that payment becomes delinquent. Interest accrued but not received for assets on nonaccrual status is reversed through investment income. Interest received for assets that are on nonaccrual status is recognized as payment is received. The asset is returned to accrual status when the principal and interest amounts contractually due are brought current and future payments are expected.
The Company did not identify any available-for-sale securities as of December 31, 2025 and 2024 which presented a risk of loss due to credit deterioration of the security.
Premiums Receivable
Premiums receivable include balances due currently or in the future and are presented net of an allowance for credit losses of approximately $21,000 and $402,000 as of December 31, 2025 and 2024, respectively. The allowance for credit losses is based on an analysis of amounts receivable giving consideration to historical loss experience and current economic conditions and reflects an amount that, in management’s judgment, is adequate. Uncollectible premiums receivable balances of approximately $600,000 and $115,000 were written off for the years ended December 31, 2025 and 2024, respectively. The Company evaluates cancellations after the balance sheet date and has recorded a cancellation reserve of approximately $357,000 as of December 31, 2025. As of December 31, 2024, the Company has determined that the cancellations were not material; thereforeno additional cancellation reserve was recognized as of December 31, 2024.
Deferred Policy Acquisition Costs
Policy acquisition costs represent the costs of writing business that vary with, and are primarily related to, the successful production of insurance business (principally commissions, premium taxes and certain underwriting salaries). Policy acquisition costs are deferred and recognized as expense as the related premiums are earned.
Intangible Assets
The Company has recorded acquired identifiable intangible assets. The cost of a group of assets acquired in a transaction is allocated to the individual assets including identifiable intangible assets based on their fair values. Identifiable intangible assets with a finite useful life are amortized over the period that the asset is expected to contribute directly or indirectly to the future cash flows of the Company. Intangible assets with an indefinite life are not amortized, but are subject to impairment testing if events or changes in circumstances indicate that it is more likely than not the asset is impaired. All identifiable intangible assets are tested for recoverability whenever events or changes in circumstances indicate that a carrying amount may not be recoverable. No impairment losses from intangible assets were recognized for the years ended December 31, 2025 and 2024.
Property and Equipment
Building and building improvements, automobiles, furniture, computer equipment, and computer software are reported at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The Company estimates the useful life for computer equipment, automobiles, furniture and other equipment isthree years, computer software isthree tofive years, and building and building improvements is 39 years.
The Company reviews the remaining land that was part of its real estate assets that had been used as its headquarters to evaluate the necessity of recording impairment losses for market changes due to declines in the estimated fair value of the property. In evaluating potential impairment, management considers the current estimated fair value compared to the carrying value of the asset. At December 31, 2025 and 2024, the fair value of the real estate assets is estimated to be in excess of the carrying value. See Note 20 - Sale of Real Estate.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company files a consolidated tax return with its subsidiaries. At December 31, 2025 and 2024, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.
Concentration, Credit Risk and Market Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and cash equivalents, investments, and premium and reinsurance receivables. At times, cash may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced any losses on such accounts and management believes the Company is not exposed to any significant credit risk.
Stressed conditions, volatility and disruptions in capital markets or financial asset classes can have an adverse effect on the Company, in part because the Company has a large investment portfolio supporting the Company’s insurance liabilities, which are sensitive to changing market factors. These market factors, which include interest rates, credit spread, equity prices, and the volatility and strength of the capital markets, all affect the business and economic environment and, ultimately, the profitability of the Company’s business. The Company manages its investments to limit credit and other market risks by diversifying its portfolio among various security types and industry sectors based on KICO’s investment committee guidelines, which employ a variety of investment strategies.
As of December 31, 2025 and 2024, the Company’s cash equivalents were as follows:
| December 31,2025 | December 31,2024 | |
|---|---|---|
| Collateralized bank repurchase agreement (1) | $194,158 | $788,833 |
| Money market funds | 571,014 | 1,676,626 |
| Total | $765,172 | $2,465,459 |
(1)The Company has a security interest in certain of the bank's holdings of direct obligations of the United States or one or more agencies thereof. The collateral is held in a hold-in-custody arrangement with a third party who maintains physical possession of the collateral on behalf of the bank.
At December 31, 2025, the outstanding premiums receivable balance is generally diversified due to the large number of individual insureds comprising the Company’s customer base. For the years ended December 31, 2025 and 2024,98.0% and 96.0%, respectively, of KICO’s direct written premiums came from policies written in the state of New York.
The Company also has receivables from its reinsurers. Reinsurance contracts do not relieve the Company of its obligations to policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company periodically evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. See Note 7- Reinsurance for reinsurance recoverables on unpaid and paid losses by reinsurers. Management’s policy is to review all outstanding receivables quarterly as well as the bad debt write-offs experienced in the past and establish an allowance for credit losses, if deemed necessary.
Direct premiums earned from lines of business in excess of 10% of the total, which subject the Company to concentration risk for the years ended December 31, 2025 and 2024, is as follows:
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Personal Lines | 94.3% | 93.1% |
| Premiums earned not subject to concentration (1) | 5.7% | 6.9% |
| Total premiums earned | 100.0% | 100.0% |
(1)For the years ended December 31, 2025 and 2024, premiums earned not subject to concentration are comprised primarily of one line of business.
Earnings per share
Basic earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per common share reflects, in periods in which they have a dilutive effect, the impact of common shares issuable upon the exercise of stock options and warrants as well as non-vested restricted stock awards. The computation of diluted earnings per share excludes those options and warrants with an exercise price in excess of the average market price of the Company’s common shares during the periods presented. Additionally, the computation of diluted earnings per share excludes unvested restricted stock awards as calculated using the treasury stock method.
Advertising Costs
Advertising costs are charged to operations as incurred. Advertising costs are included in other underwriting expenses in the accompanying Consolidated Statements of Income and Comprehensive Income were approximately $130,000 and $100,000 for the years ended December 31, 2025 and 2024, respectively.
Stock-based Compensation
Stock-based compensation expense in 2025 and 2024 is the estimated fair value of restricted stock awards and options granted, amortized on a straight-line basis over the requisite service period for the entire portion of the award less an estimate for anticipated forfeitures. The Company uses the “simplified” method to estimate the expected term of the options because the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate expected term.
Warrants
The Company’s warrants are accounted for as equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. The Company’s warrants are accounted for at fair value on the issuance date. On December 29, 2025, the remaining outstanding warrants were exercised. The Company hasno outstanding warrants as of December 31, 2025.
Compensated Absences
Employees of the Company are entitled to paid time off, sick days, and other time off depending on job classification, length of service and other factors. The Company has determined it is impracticable to estimate the amount of compensation of future absences and, accordingly, no liability has been recorded in the accompanying consolidated financial statements. The Company’s policy is to recognize the cost of compensated absences when paid to employees.
Leases
The Company records operating leases in accordance with ASC 842, Leases ("Topic 842"). Under Topic 842, the Company recognizes a right-of-use-asset and corresponding liability on the balance sheet for all leases, except for leases covering a period of fewer than 12 months. The liability has been measured at the present value of the future minimum lease payments taking into account renewal options if applicable plus initial incremental direct costs such as commissions. The minimum payments are discounted using the Company’s incremental borrowing rate. The right-of-use asset is amortized as rent expense on a straight-line basis (See Note 17 - Commitments and Contingencies - Office Leases).
Comprehensive Income
Comprehensive income is comprised of revenues, expenses, gains and losses that are included in comprehensive income but are excluded from net income as these amounts are recorded directly as an adjustment to stockholders' equity, and result primarily from changes in unrealized gains and losses on available-for-sale securities, net of the related income taxes. The Company releases the related deferred tax effects from accumulated other comprehensive income (loss) into income at the time when the unrealized gains or losses are reclassified to earnings, which generally occurs when an available-for-sale security is sold, matures, or is determined to be other-than-temporarily impaired.
Accounting Changes
In November 2023, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which introduces improvements to the information that a public entity discloses about its reportable segments and addresses investor requests for more information about reportable segment expenses. ASU 2023-07 does not change the current guidance related to the identification of operating segments, the determination of reportable segments, or the aggregation criteria. Rather, the new guidance introduces additional disclosure requirements and expands those requirements to entities with a single reportable segment, not just entities with multiple reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company retrospectively adopted ASU 2023-07 effective December 31, 2024, and has added the required disclosures for entities with a single reportable segment for the years ended December 31, 2025 and December 31, 2024. See Note 19 - Segment Reporting.
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU-2023-09 is effective for public companies with annual periods beginning after December 15, 2024. The Company prospectively adopted ASU-2023-09 effective December 31, 2025, and has added the required disclosures that meet the materiality thresholds for the year ended December 31, 2025. See Note 15 – Income Taxes. The adoption of the guidance updated disclosures but did not have an impact on the Company's results of operations.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"). ASU 2024-03 requires disaggregated disclosure of income statement expenses. ASU 2024-03 does not change the expense captions currently presented on the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for annual reporting periods as amended by ASU 2025-01, beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. ASU 2024-03 can be applied on a prospective basis; however, retrospective application is permitted. Early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations.
Note 3 -Investments
Fixed-Maturity Securities
The amortized cost, estimated fair value, and unrealized gains and losses on investments in fixed-maturity securities classified as available-for-sale as of December 31, 2025 and 2024 are summarized as follows:
| Cost or Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Estimated Fair Value · NetUnrealizedGains (Losses) | ||||||
|---|---|---|---|---|---|---|
| Category · Less than 12 Months · More than12 Months | ||||||
| Fixed-Maturity Securities: | ||||||
| U.S. Treasury securities and obligations of U.S. government corporations and agencies (1) | $997,124 | $10,066 | $— | $— | $1,007,190 | $10,066 |
| Political subdivisions of States, Territories and Possessions (1) | 24,125,578 | 182,580 | — | (2,534,725) | 21,773,433 | (2,352,145) |
| Corporate and other bonds Industrial and miscellaneous (1) | 131,958,643 | 567,410 | (118,901) | (2,540,470) | 129,866,682 | (2,091,961) |
| Residential mortgage and other asset backed securities (1) (2) | 139,656,710 | 1,273,816 | (62,968) | (4,477,673) | 136,389,885 | (3,266,825) |
| Total fixed-maturity securities | $296,738,055 | $2,033,872 | $(181,869) | $(9,552,868) | $289,037,190 | $(7,700,865) |
| Cost or Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Estimated Fair Value · NetUnrealizedLosses | ||||||
|---|---|---|---|---|---|---|
| Category · Less than 12 Months · More than12 Months | ||||||
| Fixed-Maturity Securities: | ||||||
| U.S. Treasury securities and obligations of U.S. government corporations and agencies (1) | $— | $— | $— | $— | $— | $— |
| Political subdivisions of States, Territories and Possessions | 24,271,177 | — | (73,589) | (3,324,491) | 20,873,097 | (3,398,080) |
| Corporate and other bonds Industrial and miscellaneous | 112,507,436 | — | (1,024,461) | (4,690,597) | 106,792,378 | (5,715,058) |
| Residential mortgage and other asset backed securities (2) | 65,529,545 | 119,647 | (209,890) | (6,211,339) | 59,227,963 | (6,301,582) |
| Total fixed-maturity securities | $202,308,158 | $119,647 | $(1,307,940) | $(14,226,427) | $186,893,438 | $(15,414,720) |
(1)In October 2022, KICO placed certain U.S. Treasury securities to fulfill the required collateral for a sale leaseback transaction in a designated custodian account (see Note 9 – Debt - “Equipment Financing”). As of December 31, 2024 KICO had sold its U.S. Treasury securities and replaced a portion of its other fixed-maturity securities in the designated custodian account, As of December 31, 2025 and 2024, the amount of required collateral was approximately $3,616,000 and $5,308,000, respectively. As of December 31, 2025 and 2024, the estimated fair value of the eligible collateral was approximately $3,616,000 and $5,308,000, respectively.
(2)KICO has placed certain residential mortgage backed securities as eligible collateral in a designated custodian account related to its membership in the Federal Home Loan Bank of New York ("FHLBNY") (see Note 9 – Debt – “Federal Home Loan Bank”). The eligible collateral would be pledged to FHLBNY if KICO draws an advance from the FHLBNY credit line. As of December 31, 2025, the estimated fair value of the eligible investments was approximately $9,598,000. KICO will retain all rights regarding all securities if pledged as collateral. As of December 31, 2025 and 2024 there was no outstanding balance on the FHLBNY credit line.
A summary of the amortized cost and estimated fair value of the Company’s investments in available-for-sale fixed-maturity securities by contractual maturity as of December 31, 2025 and 2024 is shown below:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Remaining Time to Maturity | AmortizedCost | EstimatedFair Value | AmortizedCost | EstimatedFair Value |
| Less than one year | $6,039,179 | $6,052,600 | $9,522,262 | $9,484,834 |
| One to five years | 76,122,161 | 75,365,535 | 68,052,387 | 66,141,372 |
| Five to ten years | 54,998,070 | 53,590,654 | 38,159,446 | 34,068,922 |
| More than 10 years | 19,921,935 | 17,638,516 | 21,044,518 | 17,970,347 |
| Residential mortgage and other asset backed securities | 139,656,710 | 136,389,885 | 65,529,545 | 59,227,963 |
| Total | $296,738,055 | $289,037,190 | $202,308,158 | $186,893,438 |
The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.
Equity Securities
The cost and estimated fair value of, and gross unrealized gains and losses on, investments in equity securities as of December 31, 2025 and 2024 are as follows:
| Category · Cost · Gross Gains · Gross Losses · Estimated Fair Value | |||||||
|---|---|---|---|---|---|---|---|
| Equity Securities: | |||||||
| Preferred stocks | $9,750,322 | $ | - | $(2,765,627) | $6,984,695 | ||
| Fixed income exchange traded funds | 3,711,232 | - | (724,432) | 2,986,800 | |||
| FHLBNY common stock | 85,100 | - | - | 85,100 | |||
| Total | $13,546,654 | $ | - | $(3,490,059) | $10,056,595 | ||
| Category · Cost · Gross Gains · Gross Losses · Estimated Fair Value | |||||||
|---|---|---|---|---|---|---|---|
| Equity Securities: | |||||||
| Preferred stocks | $9,750,322 | $ | - | $(2,422,617) | $7,327,705 | ||
| Fixed income exchange traded funds, | 3,711,232 | - | (808,432) | 2,902,800 | |||
| FHLBNY common stock | 66,000 | - | - | 66,000 | |||
| Total | $13,527,554 | $ | - | $(3,231,049) | $10,296,505 | ||
Other Investments
The cost and estimated fair value of, and gross unrealized gains on, the Company’s other investments as of December 31, 2025 and 2024 are as follows:
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Category | Cost | Gross Gains | Estimated Fair Value | Cost | Gross Gains | Estimated Fair Value |
| Other Investments: | ||||||
| Hedge fund | $1,987,040 | $2,565,338 | $4,552,378 | $1,987,040 | $2,393,616 | $4,380,656 |
The Company may withdraw any or all of its interest in the Hedge Fund by written request at least 45 days prior to the applicable withdrawal date,
Held-to-Maturity Securities
The cost or amortized cost and estimated fair value of, and gross unrealized gains and losses on, investments in held-to-maturity fixed-maturity securities as of December 31, 2025 and 2024 are summarized as follows:
| Cost or Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Estimated Fair Value · Net UnrealizedLosses | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Category · Less than12 Months · More than12 Months | |||||||||||
| Held-to-Maturity Securities: | |||||||||||
| U.S. Treasury securities | $1,229,490 | $ | - | $(3,070) | $(22,083) | $1,204,337 | $(25,153) | ||||
| Exchange traded debt | 304,111 | - | - | (62,111) | 242,000 | (62,111) | |||||
| Corporate and other bonds | |||||||||||
| Industrial and miscellaneous | 4,508,747 | - | - | (817,817) | 3,690,930 | (817,817) | |||||
| Total | $6,042,348 | $ | - | $(3,070) | $(902,011) | $5,137,267 | $(905,081) | ||||
| Cost or Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Estimated Fair Value · Net UnrealizedLosses | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Category · Less than12 Months · More than12 Months | |||||||||||
| Held-to-Maturity Securities: | |||||||||||
| U.S. Treasury securities | $1,229,170 | $ | - | $(39,630) | $(15,990) | $1,173,550 | $(55,620) | ||||
| Political subdivisions of States, | |||||||||||
| Territories and Possessions | 499,719 | - | (654) | - | 499,065 | (654) | |||||
| Exchange traded debt | 304,111 | - | - | (55,611) | 248,500 | (55,611) | |||||
| Corporate and other bonds | |||||||||||
| Industrial and miscellaneous | 5,014,342 | - | - | (976,192) | 4,038,150 | (976,192) | |||||
| Total | $7,047,342 | $ | - | $(40,284) | $(1,047,793) | $5,959,265 | $(1,088,077) | ||||
Held-to-maturity U.S. Treasury securities are held in trust pursuant to various states’ minimum fund requirements.
A summary of the amortized cost and the estimated fair value of the Company’s investments in held-to-maturity securities by contractual maturity as of December 31, 2025 and 2024 is shown below:
| December 31, 2025 · December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Remaining Time to Maturity · AmortizedCost · EstimatedFair Value · AmortizedCost · EstimatedFair Value | ||||||||
| Less than one year | $ | - | $ | - | $499,719 | $499,065 | ||
| One to five years | 2,063,366 | 2,029,462 | 622,375 | 600,288 | ||||
| Five to ten years | - | - | 1,427,579 | 1,323,600 | ||||
| More than 10 years | 3,978,982 | 3,107,805 | 4,497,669 | 3,536,312 | ||||
| Total | $6,042,348 | $5,137,267 | $7,047,342 | $5,959,265 | ||||
The actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalties.
There was no allowance for credit losses on held-to-maturity fixed-maturity securities as of December 31, 2025 and December 31, 2024.
Investment Income
Major categories of the Company’s net investment income are summarized as follows:
| Years endedDecember 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Income: | ||
| Fixed-maturity securities | $9,324,074 | $5,197,793 |
| Equity securities | 508,686 | 591,023 |
| Cash and cash equivalents | 344,837 | 1,215,861 |
| Other | - | 39,227 |
| Total | 10,177,597 | 7,043,904 |
| Expenses: | ||
| Investment expenses | 378,833 | 220,314 |
| Net investment income | $9,798,764 | $6,823,590 |
Proceeds from the redemption of fixed-maturity securities held-to-maturity were $1,000,000 and $0 for the years ended December 31, 2025 and 2024, respectively.
Proceeds from the sale and maturity of fixed-maturity securities available-for-sale were $59,751,659 and $127,665,799 for the years ended December 31, 2025 and 2024, respectively.
Proceeds from the sale of equity securities were $0 and $4,410,859 for the years ended December 31, 2025 and 2024, respectively.
The Company’s net gains (losses) on investments for the years ended December 31, 2025 and 2024 are summarized as follows:
| Years endedDecember 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Realized (Losses) Gains | ||
| Fixed-maturity securities: | ||
| Gross realized gains | $16,152 | $1,287 |
| Gross realized losses | (238,858) | (15,266) |
| (222,706) | (13,979) | |
| Equity securities: | ||
| Gross realized gains | - | 374,997 |
| Gross realized losses | - | (423,367) |
| - | (48,370) | |
| Net realized losses | (222,706) | (62,349) |
| Unrealized (Losses) Gains | ||
| Equity Securities: | ||
| Gross gains | - | 308,210 |
| Gross losses | (259,010) | (314,816) |
| (259,010) | (6,606) | |
| Other Investments: | ||
| Gross gains | 171,722 | 483,506 |
| Gross losses | - | - |
| 171,722 | 483,506 | |
| Net unrealized (losses) gains | (87,288) | 476,900 |
| Net (losses) gains on investments | $(309,994) | $414,551 |
Allowance for Credit Losses
For available-for-sale fixed maturity securities, a credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis. The allowance for credit losses related to available-for-sale fixed maturity securities is the difference between the present value of cash flows expected to be collected and the amortized cost basis, limited by the amount that the fair value is less than the amortized cost basis. The Company considers all available evidence when determining whether an investment requires a credit loss write-down or allowance to be recorded, which is recognized in net loss through an allowance for credit losses. Any remaining decline in fair value represents the noncredit portion of the impairment, which is recognized in other comprehensive income.
The Company did not identify any available-for-sale securities as of December 31, 2025 and December 31, 2024 which presented a risk of loss due to credit deterioration of the security.
At December 31, 2025 and 2024, there were 125 and 204 available-for-sale fixed-maturity securities, respectively, that accounted for the gross unrealized losses. The Company determined that none of the unrealized losses were deemed to be credit losses for its portfolio of available-for-sale fixed-maturity securities investments for the years ended December 31, 2025 and 2024. Significant factors influencing the Company’s determination that unrealized losses were temporary included credit quality considerations, the magnitude of the unrealized losses in relation to each security’s cost, the nature of the investment and interest rate environment factors, and management’s intent and ability to hold the investment for a period of time sufficient to allow for an anticipated recovery of estimated fair value to the Company’s cost basis.
The Company held available-for-sale fixed-maturity securities with unrealized losses representing declines that were considered temporary at December 31, 2025 and 2024 as follows:
| Less than 12 months · 12 months or more · Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Category · Estimated Fair Value · UnrealizedLosses · No. of Positions Held · Estimated Fair Value · UnrealizedLosses · No. of Positions Held · Estimated Fair Value · Unrealized Losses | |||||||||||||||
| Fixed-Maturity Securities: | |||||||||||||||
| Political subdivisions of States, Territories and Possessions | $ | - | $ | - | - | $13,926,802 | $(2,534,725) | 12 | $13,926,802 | $(2,534,725) | |||||
| Corporate and other bonds industrial and miscellaneous | 21,525,673 | (118,901) | 24 | 34,677,856 | (2,540,470) | 38 | 56,203,529 | (2,659,371) | |||||||
| Residential mortgage and other asset backed securities | 18,055,734 | (62,968) | 20 | 29,673,084 | (4,477,673) | 31 | 47,728,818 | (4,540,641) | |||||||
| Total fixed-maturity securities | $39,581,407 | $(181,869) | 44 | $78,277,742 | $(9,552,868) | 81 | $117,859,149 | $(9,734,737) | |||||||
| Less than 12 months · 12 months or more · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| Category | Estimated Fair Value | UnrealizedLosses | No. of Positions Held | Estimated Fair Value | Unrealized Losses | No. of Positions Held | Estimated Fair Value | Unrealized Losses |
| Fixed-Maturity Securities: | ||||||||
| Political subdivisions of States, Territories and Possessions | $7,705,370 | $(73,589) | 6 | $13,167,726 | (3,324,491) | 12 | $20,873,096 | $(3,398,080) |
| Corporate and other bonds industrial and miscellaneous | 51,411,296 | (1,024,461) | 60 | 55,381,083 | (4,690,597) | 68 | 106,792,379 | (5,715,058) |
| Residential mortgage and other asset backed securities | 19,315,521 | (209,890) | 22 | 35,206,442 | (6,211,339) | 36 | 54,521,963 | (6,421,229) |
| Total fixed-maturity securities | $78,432,187 | $(1,307,940) | 88 | $103,755,251 | $(14,226,427) | 116 | $182,187,438 | $(15,534,367) |
Note 4 -Fair Value Measurements
Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation technique used by the Company to estimate the fair value of its financial instruments is the market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets or liabilities fall within different levels of the hierarchy, the classification is based on the lowest level input that is significant to the fair value measurement of the asset or liability. Classification of assets and liabilities within the hierarchy considers the markets in which the assets and liabilities are traded, including during periods of market disruption, and the reliability and transparency of the assumptions used to determine fair value. The hierarchy requires the use of observable market data when available. The levels of the hierarchy and those investments included in each are as follows:
Level 1—Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities traded in active markets. Included are those investments traded on an active exchange, such as the Nasdaq Global Select Market, U.S. Treasury securities and obligations of U.S. government agencies, together with corporate debt securities that are generally investment grade.
Level 2—Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and market-corroborated inputs. Municipal and corporate bonds, and residential mortgage-backed securities, that are traded in less active markets are classified as Level 2. These securities are valued using market price quotations for recently executed transactions.
Level 3—Inputs to the valuation methodology are unobservable for the asset or liability and are significant to the fair value measurement. Material assumptions and factors considered in pricing investment securities and other assets may include appraisals, projected cash flows, market clearing activity or liquidity circumstances in the security or similar securities that may have occurred since the prior pricing period.
The availability of observable inputs varies and is affected by a wide variety of factors. When the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires significantly more judgment. The degree of judgment exercised by management in determining fair value is greatest for investments categorized as Level 3. For investments in this category, the Company considers prices and inputs that are current as of the measurement date. In periods of market dislocation, as characterized by current market conditions, the ability to observe prices and inputs may be reduced for many instruments. This condition could cause a security to be reclassified between levels.
The following table presents information about the Company’s investments that are measured at fair value on a recurring basis at December 31, 2025 and 2024 indicating the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| December 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | |||||||||
| Fixed-maturity securities available-for-sale | |||||||||
| U.S. Treasury securities and obligations of U.S. government corporations and agencies | $1,007,190 | $ | - | $ | - | $1,007,190 | |||
| Political subdivisions of States, Territories and Possessions | - | 21,773,433 | - | 21,773,433 | |||||
| Corporate and other bonds industrial and miscellaneous | 129,866,682 | - | - | 129,866,682 | |||||
| Residential mortgage and other asset backed securities | - | 136,389,885 | - | 136,389,885 | |||||
| Total fixed maturities | 130,873,872 | 158,163,318 | - | 289,037,190 | |||||
| Equity securities | 10,056,595 | - | - | 10,056,595 | |||||
| Total investments | $140,930,467 | $158,163,318 | $ | - | $299,093,785 | ||||
| December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 · Level 2 · Level 3 · Total | ||||||||
| Fixed-maturity securities available-for-sale | ||||||||
| Political subdivisions of States, Territories and Possessions | $ | - | $20,873,097 | $ | - | $20,873,097 | ||
| Corporate and other bonds industrial and miscellaneous | 106,792,378 | - | - | 106,792,378 | ||||
| Residential mortgage and other asset backed securities | - | 59,227,963 | - | 59,227,963 | ||||
| Total fixed maturities | 106,792,378 | 80,101,060 | - | 186,893,438 | ||||
| Equity securities | 10,296,505 | - | - | 10,296,505 | ||||
| Total investments | $117,088,883 | $80,101,060 | $ | - | $197,189,943 | |||
The following table sets forth the Company’s investment in a hedge fund measured at Net Asset Value (“NAV”) per share as of December 31, 2025 and 2024. The Company measures this investment at fair value on a recurring basis. Fair value using NAV per share is as follows as of the dates indicated:
| Category | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Other Investments | ||
| Hedge fund | $4,552,378 | $4,380,656 |
The hedge fund investment is generally redeemable with at least 45 days prior written notice. The hedge fund investment is accounted for as a limited partnership by the Company. Income is earned based upon the Company’s allocated share of the partnership's changes in unrealized gains and losses to its partners. Such amounts have been recorded in the accompanying Consolidated Statements of Income and Comprehensive Income within net gains (losses) on investments. The Company has no capital call commitments related to Other Investments.
There were no fair value measurements as of December 31, 2025 and 2024 on a non-recurring basis.
Note 5 -Fair Value of Financial Instruments and Real Estate
The Company uses the following methods and assumptions in estimating the fair value of financial instruments and real estate:
Equity securities, available-for-sale fixed income securities, and other investments: Fair value disclosures for these investments are included in Note 3 - Investments and Note 4 – Fair Value Measurements.
Cash and cash equivalents: The carrying values of cash and cash equivalents approximate their fair values because of the short-term nature of these instruments.
Premiums receivable and reinsurance receivables: The carrying values reported in the accompanying Consolidated Balance Sheets for these financial instruments approximate their fair values due to the short-term nature of the assets.
Real estate: The estimated fair value was based on an appraisal prepared using the sales comparison approach, and accordingly the real estate is a Level 3 asset under the fair value hierarchy.
Reinsurance balances payable: The carrying value reported in the Consolidated Balance Sheets for these financial instruments approximates fair value.
Debt: The fair value of debt was estimated using a discounted cash flow analyses, based on incremental borrowing rates for similar types of borrowing arrangements.
The estimated fair values of the Company’s financial instruments and real estate, including their fair value level as of December 31, 2025 and 2024, are as follows:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Carrying Value | Fair Value | Carrying Value | Fair Value | |
| Fixed-maturity securities-held-to maturity, Level 1 | $6,042,348 | $5,137,267 | $7,047,342 | $5,959,265 |
| Fixed-maturity securities available-for-sale, Level 1 | $130,873,872 | $130,873,872 | $106,792,378 | $106,792,378 |
| Fixed-maturity securities available-for-sale, Level 2 | $158,163,318 | $158,163,318 | $80,101,060 | $80,101,060 |
| Cash and cash equivalents, Level 1 | $12,178,730 | $12,178,730 | $28,669,441 | $28,669,441 |
| Premiums receivable, net, Level 1 | $21,012,408 | $21,012,408 | $21,766,988 | $21,766,988 |
| Reinsurance receivables, net, Level 3 | $58,996,945 | $58,996,945 | $69,322,436 | $69,322,436 |
| Real estate, net of accumulated depreciation, Level 3 (1) | $460,031 | $501,000 | $1,913,390 | $3,540,000 |
| Reinsurance balances payable, Level 3 | $5,232,319 | $5,232,319 | $10,509,121 | $10,509,121 |
| Debt - Equipment financing, Level 2 | $4,440,127 | $4,380,922 | $5,663,420 | $5,459,107 |
| Debt - 13.75% Senior Notes due 2026, Level 2 | $— | $— | $5,508,000 | $5,553,785 |
(1) As of December 31, 2024, real estate consisted of a complex which included an office building, a house and vacant land located in Kingston, New York. In March 2025, the office building and house were sold, leaving the vacant land as the only remaining real estate as of December 31, 2025. See Note 20 - Sale of Real Estate.
Note 6 -Intangible Assets
Intangible assets consist of finite and indefinite life assets. Finite life intangible assets include customer and producer relationships and other identifiable intangibles. KICO’s insurance company license is considered an indefinite life intangible asset subject to annual impairment testing. All identified intangible assets of finite useful life were fully amortized as of December 31, 2025 and 2024.
The components of intangible assets and their useful lives, accumulated amortization, and net carrying value as of December 31, 2025 and 2024 are summarized as follows:
| Useful Life (in yrs) · Gross Carrying Value · Accumulated Amortization · Net Carrying Amount | ||||||
|---|---|---|---|---|---|---|
| Insurance license | - | $500,000 | $ | - | $500,000 | |
| Customer relationships | 10 | 3,400,000 | 3,400,000 | - | ||
| Other identifiable | ||||||
| intangibles | 7 | 950,000 | 950,000 | - | ||
| Total | $4,850,000 | $4,350,000 | $500,000 | |||
Intangible asset impairment testing and amortization
The Company performs an analysis annually as of December 31, or sooner if there are indicators that the asset may be impaired, to identify potential impairment of intangible assets and measures the amount of any impairment loss that may need to be recognized. Intangible asset impairment testing requires an evaluation of the estimated fair value of each identified intangible asset to its carrying value. An impairment charge would be recorded if the estimated fair value is less than the carrying amount of the intangible asset. No impairments have been identified for the years ended December 31, 2025 and 2024.
The Company recordedno amortization expense related to intangible assets for the years ended December 31, 2025 and 2024.
Note 7 -Reinsurance
On January 1, 2024, the Company entered into a 27%% quota share reinsurance treaty for its personal lines business, which primarily consisted of homeowners’ and dwelling fire policies covering the period from January 1, 2024 through January 1, 2025 (“2024/2025 Treaty”). Upon the expiration of the 2024/2025 Treaty on January 1, 2025, the Company entered into a new 16% quota share reinsurance treaty for its personal lines business, covering the period from January 1, 2025 through January 1, 2026 (“2025/2026 Treaty”). Upon the expiration of the 2025/2026 Treaty on January 1, 2026, the Company entered into a new 5% quota share reinsurance treaty for its personal lines business written in all states except California (for which the Company entered into a new 30% quota share reinsurance treaty) covering the period from January 1, 2026 through January 1, 2027 (“2026/2027 Treaty”). See Note 21- Subsequent Events, Reinsurance.
The Company’s excess of loss and catastrophe reinsurance treaties expired on June 30, 2025 and the Company entered into new excess of loss and catastrophe reinsurance treaties effective July 1, 2025. The new catastrophe reinsurance treaties include the issuance of a $125,000,000 catastrophe bond ("Series 2025-1 Notes"). The Series 2025-1 Notes were priced at 4.5% and issued through a Bermuda-registered special purpose insurer, 1886 Re Ltd., providing KICO with $125,000,000 of collateralized reinsurance protection. The Series 2025-1 Notes offer multi-year protection against named storm events across New York, New Jersey, Connecticut, Massachusetts and Rhode Island on an indemnity trigger and per-occurrence basis. The Series 2025-1 Notes, which were structured and placed by AON Securities LLC, cover four annual risk periods from July 1, 2025, through June 30, 2029.
Effective January 1, 2024, the Company renewed an underlying excess of loss reinsurance treaty (“Underlying XOL Treaty”) covering the period from January 1, 2024 through January 1, 2025. The treaty provided 50% reinsurance coverage for losses of $400,000 in excess of $600,000. Losses from named storms are excluded from the treaty. Effective January 1, 2025, the Underlying XOL Treaty was renewed covering the period from January 1, 2025 through June 30, 2025. Effective July 1, 2025, the Underlying XOL Treaty was renewed along with the Company's excess of loss reinsurance treaty covering the period from July 1, 2025 through June 30, 2026. Combined, the renewed treaties provide 50% reinsurance coverage for losses of $250,000 in excess of $750,000, and 100% reinsurance coverage for losses in excess of $1,000,000 up to $9,000,000 together with facultative coverage. For the period October 1, 2024 through April 30, 2025, the Company purchased catastrophe reinsurance which provides coverage for winter storm losses to the extent of 71% of $4,500,000 in excess of $5,500,000. For the period October 15, 2025 through April 30, 2026, the Company purchased catastrophe reinsurance which provides coverage for winter storm losses to the extent of 90% of $5,000,000 in excess of $5,000,000.
Material terms for reinsurance treaties in effect for the treaty years shown below are as follows:
| Treaty Period | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026/2027 Treaty · 2025/2026 Treaty · 2024/2025 Treaty | ||||||||||||||
| Line of Business · July 1, 2026 to January 1,2027 · January 2, 2026to June 30, 2026 · July 1, 2025 to January 1,2026 · January 2, 2025to June 30, 2025 · July 1, 2024 to January 1,2025 · January 1, 2024to June 30, 2024 | ||||||||||||||
| Personal Lines: | ||||||||||||||
| Homeowners, dwelling fire and canine legal liability | ||||||||||||||
| Quota share treaty: | ||||||||||||||
| Percent ceded (6) | 5% | 5% | 16% | 16% | 27% | 27% | ||||||||
| Risk retained on initial | ||||||||||||||
| $1,000,000 of losses (4) (5) (6) | $950,000 | $950,000 | $840,000 | $840,000 | $730,000 | $730,000 | ||||||||
| Losses per occurrence | ||||||||||||||
| subject to quota share | ||||||||||||||
| reinsurance coverage | $1,000,000 | $1,000,000 | $1,000,000 | $1,000,000 | $1,000,000 | $1,000,000 | ||||||||
| Expiration date | January 1, 2027 | January 1, 2027 | January 1, 2026 | January 1, 2026 | January 1, 2025 | January 1, 2025 | ||||||||
| Excess of loss coverage and | ||||||||||||||
| facultative facility | ||||||||||||||
| coverage (1) (4) (5) | $(5) | $8,250,000 | $8,250,000 | $8,400,000 | $8,400,000 | $8,400,000 | ||||||||
| in excess of · in excess of · in excess of · in excess of · in excess of | ||||||||||||||
| $750,000 | $750,000 | $600,000 | $600,000 | $600,000 | ||||||||||
| Total reinsurance coverage | ||||||||||||||
| per occurrence (4) (5) | $50,000 | $8,175,000 | $8,285,000 | $8,360,000 | $8,470,000 | $8,470,000 | ||||||||
| Losses per occurrence | ||||||||||||||
| subject to reinsurance | ||||||||||||||
| coverage (5) | $1,000,000 | $9,000,000 | $9,000,000 | $9,000,000 | $9,000,000 | $9,000,000 | ||||||||
| Expiration date | (5) | June 30, 2026 | June 30, 2026 | June 30, 2025 | June 30, 2025 | June 30, 2024 | ||||||||
| Catastrophe Reinsurance: | ||||||||||||||
| Initial loss subject to personal | ||||||||||||||
| lines quota share treaty (5) | $10,000,000 | $10,000,000 | $10,000,000 | $10,000,000 | $10,000,000 | $10,000,000 | ||||||||
| Risk retained per catastrophe | ||||||||||||||
| occurrence (5) (6) (7) (8) | (5) | $5,500,000 | $5,000,000 | $4,250,000 | $4,750,000 | $9,500,000 | ||||||||
| Catastrophe loss coverage | ||||||||||||||
| in excess of quota share | ||||||||||||||
| coverage (2) (5) (8) | (5) | $434,500,000 | $435,000,000 | $275,000,000 | $275,000,000 | $315,000,000 | ||||||||
| Reinstatement premium | ||||||||||||||
| protection (3) | (5) | Yes | Yes | Yes | Yes | Yes | ||||||||
(1)For personal lines, includes the addition of an automatic facultative facility allowing KICO to obtain homeowners single risk coverage up to $9,000,000 in total insured value, which covers direct losses from $3,500,000 to $9,000,000 through June 30, 2026.
(2)Catastrophe coverage is limited on an annual basis totwo times the per occurrence amounts, except for one occurrence on 80% of the first layer of $5,000,000 in excess of $5,000,000, and one occurrence on 52% of the top layer of $240,000,000 in excess of $200,000,000, which is covered under the catastrophe bond. Duration of 168 consecutive hours for a catastrophe occurrence from windstorm, hail, tornado, hurricane and cyclone, except for winter storm coverage, which is covered under a specific declared catastrophe event.
(3)For the period July 1, 2024 through June 30, 2025 (expiration date of the catastrophe reinsurance treaty), reinstatement premium protection for $50,000,000 of catastrophe coverage in excess of $10,000,000. For the period July 1, 2025 through June 30, 2026 (expiration date of the catastrophe reinsurance treaty), reinstatement premium protection for $50,000,000 of catastrophe coverage in excess of $10,000,000.
(4)For the period January 1, 2024 through June 30, 2025, the Underlying XOL Treaty provides 50% reinsurance coverage for losses of $400,000 in excess of $600,000. Excludes losses from named storms. Reduces retention to $530,000 from $730,000 under the 2024/2025 Treaty. Retention increases to $640,000 from $530,000 under the 2025/2026 Treaty. For the period July 1, 2025 through June 30, 2026, the Underlying XOL Treaty combined with the excess of loss treaty provide 50% reinsurance coverage for losses of $250,000 in excess of $750,000, and 100% reinsurance coverage for losses in excess of $1,000,000 up to $9,000,000 together with facultative coverage. Increased retention to $715,000 from $640,000 under the 2025/2026 Treaty, and increased retention to $825,000 under the 2026/2027 Treaty (see note 5 below).
(5)Excess of loss coverage and facultative facility and catastrophe reinsurance treaties will expire on June 30,2026, with none of these coverages to be in effect during the period from July 1 2026 through January 1, 2027. If and when these treaties are renewed on July 1, 2026, the excess of loss and facultative facility, underlying excess of loss treaty, and the catastrophe reinsurance treaty, will be as provided for therein. Reinsurance coverage in effect from July 1, 2026 through January 1, 2027 is currently only covered under the 2026/2027 Treaty. The 2026/2027 Treaty will expire on January 1, 2027.
(6)For the 2024/2025 Treaty,22% of the 27% total of losses ceded under this treaty are excluded from a named catastrophe event. For the 2025/2026 Treaty,6% of the 16% total of losses ceded under this treaty are excluded from a named catastrophe event. For the 2026/2027 Treaty, there is no exclusion for catastrophe events.
(7)Plus losses in excess of catastrophe coverage.
(8)Effective July 1, 2025 through June 30, 2026, catastrophe coverage is 80% of the first layer of $5,000,000 in excess of $5,000,000. The remaining coverage is at 100% of $430,000,000 in excess of $10,000,000. For the period October 1, 2024 through April 30, 2025, additional catastrophe reinsurance treaty provided coverage for winter storm losses to the extent of 71% of $4,500,000 in excess of $5,500,000. For the period October 15, 2025 through April 30, 2026, additional catastrophe reinsurance treaty will provide coverage for winter storm losses to the extent of 90% of $5,000,000 in excess of $5,000,000. Retention for winter storms is $4,800,000 under the 2024/2025 Treaty, $5,200,000 under the 2025/2026 Treaty from January 1, 2025 through April 30, 2025, $3,900,000 from October 15, 2025 through January 1, 2026, the expiration date of the 2025/2026 Treaty, and $5,000,000 under the 2026/2027 Treaty through April 30, 2026,
| Treaty Year | |||
|---|---|---|---|
| Line of Business | July 1, 2025to June 30, 2026 | July 1, 2024 to June 30, 2025 | July 1, 2023 to June 30, 2024 |
| Personal Lines: | |||
| Personal Umbrella | |||
| Quota share treaty: | |||
| Percent ceded - first $1,000,000 of coverage | 90% | 90% | 90% |
| Percent ceded - excess of $1,000,000 dollars of coverage | 95% | 95% | 95% |
| Risk retained | $300,000 | $300,000 | $300,000 |
| Total reinsurance coverage per occurrence | $4,700,000 | $4,700,000 | $4,700,000 |
| Losses per occurrence subject to quota share reinsurance coverage | $5,000,000 | $5,000,000 | $5,000,000 |
| Expiration date | June 30, 2026 | June 30, 2025 | June 30, 2024 |
Commercial Lines (1)
(1)Coverage on all commercial lines policies expired in September 2020; reinsurance coverage is based on treaties in effect on the date of loss.
The Company’s reinsurance program has been structured to enable the Company to grow its premium volume while maintaining regulatory capital and other financial ratios generally within or below the expected ranges used for regulatory oversight purposes. The reinsurance program also provides income as a result of ceding commissions earned pursuant to the quota share reinsurance contracts. The Company’s participation in reinsurance arrangements does not relieve the Company of its obligations to policyholders.
Approximate reinsurance recoverables on unpaid and paid losses by reinsurer at December 31, 2025 and 2024 are as follows:
| ($ in thousands) · Unpaid Losses · Paid Losses · Total · Security | |||||
|---|---|---|---|---|---|
| Swiss Reinsurance America Corporation | 8,965 | 693 | 9,658 | — | |
| Hannover Rueck SE | 12,497 | (124) | 12,373 | — | |
| Lancashire Insurance Company Limited | 5,798 | 1,242 | 7,040 | — | |
| Others | 5,972 | 1,017 | 6,989 | 384 | (1) |
| Total | $33,232 | $2,828 | $36,060 | $384 | |
| Swiss Reinsurance America Corporation | 13,565 | 1,346 | 14,911 | — | |
| Hannover Rueck SE | 7,195 | 559 | 7,754 | — | |
| Lancashire Insurance Company Limited | 4,893 | 1,288 | 6,181 | — | |
| Others | 6,670 | 2,061 | 8,731 | 393 | (1) |
| Total | $32,323 | $5,254 | $37,577 | $393 | |
(1)As of December 31, 2025 and December 31, 2024, represents$384,000 and $393,000, respectively, guaranteed by irrevocable letters of credit.
In addition to reinsurance recoverables on unpaid and paid losses, reinsurance receivables in the accompanying consolidated balance sheets as of December 31, 2025 and 2024 include unearned ceded premiums of approximately $22,937,000 and $31,745,000, respectively.
The Company earned ceding commission revenue under the 2025/2026 Treaty for the year ended December 31, 2025 based on: (i) a fixed provisional commission rate at which provisional ceding commissions were earned, and (ii) a sliding scale ("Sliding Scale") of commission rates and ultimate treaty year loss ratio on the policies reinsured under this agreement based upon which contingent ceding commissions are earned. The Sliding Scale includes minimum and maximum commission rates in relation to specified ultimate loss ratios. The commission rate and contingent ceding commissions earned increase when the estimated ultimate loss ratio decreases and, conversely, the commission rate and contingent ceding commissions earned decrease when the estimated ultimate loss ratio increases.
The Company earned ceding commission revenue under the 2024/2025 Treaty for the year ended December 31, 2024, based on a fixed provisional commission rate at which provisional ceding commissions were earned.
Ceding commission revenue consists of the following:
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Provisional ceding commissions earned | $13,926,916 | $18,829,278 |
| Contingent ceding commissions earned | 1,748,055 | 8,668 |
| $15,674,971 | $18,837,946 | |
Provisional ceding commissions are settled monthly. Balances due to or from reinsurers for contingent ceding commissions on the 2025/2026 Treaty will be settled annually based on the Loss Ratio of the treaty year that ends on January 1. Balances due to or from reinsurers for contingent ceding commissions on quota share treaties are settled periodically based on the Loss Ratio of each treaty year that ends on June 30 for the expired treaties (which had June 30 expiration dates) that were subject to contingent commissions. As discussed above, the Loss Ratios from prior years’ treaties are subject to change as incurred losses from those periods develop, resulting in an increase or decrease in the commission rate and contingent ceding commissions earned. As of December 31, 2025, contingent ceding commissions receivable from reinsurers under the 2025/2026 Treaty was approximately $1,754,000, which is recorded in other assets on the accompanying consolidated balance sheets. As of December 31, 2025 and December 31, 2024, net contingent ceding commissions payable to reinsurers under all other treaties was approximately $732,000 and $727,000, respectively, which is recorded in reinsurance balances payable on the accompanying consolidated balance sheets.
Expected Credit Losses – Uncollectible Reinsurance
The Company reviews reinsurance receivables which relate to both amounts already billed on ceded paid losses as well as ceded reserves that will be billed when losses are paid in the future. The Company has not recorded an allowance for uncollectible reinsurance as there is no perceived credit risk. The principal credit quality indicator used in the valuation of the allowance on reinsurance receivables is the financial strength rating of the reinsurer sourced from major rating agencies. Changes in the allowance are presented as a component of other underwriting expenses on the consolidated statements of income and comprehensive income.
Note 8 -Deferred Policy Acquisition Costs and Deferred Ceding Commission Revenue
Deferred policy acquisition costs incurred and policy-related ceding commission revenue are deferred and amortized to income on property and casualty insurance business as follows:
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net deferred policy acquisition costs, net of deferred ceding commission revenue, beginning of year | $13,191,132 | $10,341,699 |
| Cost incurred and deferred: | ||
| Commissions and brokerage | 43,554,960 | 37,956,108 |
| Other underwriting and policy acquisition costs | 11,580,881 | 10,118,578 |
| Ceding commission revenue | (10,748,206) | (20,909,652) |
| Net deferred policy acquisition costs | 44,387,635 | 27,165,034 |
| Amortization | (38,074,089) | (24,315,601) |
| 6,313,546 | 2,849,433 | |
| Net deferred policy acquisition costs, net of deferred ceding commission revenue, end of year | $19,504,678 | $13,191,132 |
Deferred policy acquisition costs and deferred ceding commission revenue as of December 31, 2025 and 2024 are as follows:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Deferred policy acquisition costs | $27,867,207 | $24,732,371 |
| Deferred ceding commission revenue | (8,362,529) | (11,541,239) |
| Balance at end of period | $19,504,678 | $13,191,132 |
Note 9 –Debt
Federal Home Loan Bank
In July 2017, KICO became a member of, and invested in, the FHLBNY. KICO is required to maintain an investment in capital stock of FHLBNY. Based on redemption provisions of FHLBNY, the stock has no quoted market value and is carried at cost. At its discretion, FHLBNY may declare dividends on the stock. Management reviews for impairment based on the ultimate recoverability of the cost basis in the stock. At December 31, 2025 and 2024, no impairment has been recognized. FHLBNY members have access to a variety of flexible, low cost funding through FHLBNY’s credit products, enabling members to customize advances, which are to be fully collateralized. Eligible collateral to pledge to FHLBNY includes residential and commercial mortgage-backed securities, along with U.S. Treasury and agency securities. See Note 3 – Investments for eligible collateral held in a designated custodian account available for future advances. Advances are limited to 5% of KICO’s net admitted assets under statutory insurance principles as of the previous quarter. On July 6, 2023, A.M. Best withdrew KICO’s ratings as KICO requested to no longer participate in A.M. Best’s interactive rating process. As a result of the withdrawal of A.M. Best ratings, prior to April 15, 2025, KICO was only able to borrow on an overnight basis. Effective April 15, 2025, based on KICO's credit rating from FHLBNY, KICO can now borrow for a term of up to five years. If KICO has sufficient available collateral (as discussed below), based on KICO’s net admitted assets, the maximum allowable advance as of December 31, 2025 and 2024 was approximately $16,873,000 and $13,637,000, respectively. The estimated fair value of available collateral as of December 31, 2025 and 2024 was approximately $9,598,000 and $10,130,000, respectively. Effective April 15, 2025, advances are limited to 91% of the amount of available collateral. Prior to April 15, 2025, advances were limited to 85% of the amount of available collateral. There wereno borrowings under this facility during the years ended December 31, 2025 and 2024.
Debt
Debt as of December 31, 2025 and 2024 consists of the following:
| December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| 13.75% Senior Notes due 2026, net | $— | $5,508,000 |
| Equipment financing | 4,440,127 | 5,663,420 |
| Balance at end of period | $4,440,127 | $11,171,420 |
Exchange Agreements
General
On December 9, 2022, the Company entered into a Note and Warrant Exchange Agreement (the “2022 Exchange Agreement”) with several holders (the “2022 Exchanging Noteholders”) of the Company’s outstanding 5.50% Senior Notes due 2022 (the “2017 Notes”). On the date of the 2022 Exchange Agreement, the 2022 Exchanging Noteholders held 2017 Notes in the aggregate principal amount of $21,545,000 of the $30,000,000 aggregate principal amount of the 2017 Notes then outstanding. Pursuant to the 2022 Exchange Agreement, on December 15, 2022, the 2022 Exchanging Noteholders exchanged their respective 2017 Notes for the following: (i) new 12.0% Senior Notes due December 30, 2024 of the Company in the aggregate approximate principal amount of $19,950,000 (the “2022 Notes”); (ii) cash in the aggregate approximate amount of $1,595,000, together with accrued interest on the 2017 Notes; and (iii)three-year warrants for the purchase of an aggregate of 969,525 shares of Common Stock of the Company, exercisable until December 30, 2025 at an exercise price of $1.00 per share (the “Warrants”). The remaining $8,455,000 principal amount of the 2017 Notes, together with accrued interest thereon, was paid on the maturity date of the 2017 Notes of December 30, 2022.
On August 30, 2024, the Company entered into a Note Exchange Agreement (the “2024 Exchange Agreement”) with the holders (the “2024 Exchanging Noteholders”) of the Company’s outstanding 2022 Notes in the aggregate principal amount of $19,950,000. Pursuant to the 2024 Exchange Agreement, on September 12, 2024, the 2024 Exchanging Noteholders exchanged their respective 2022 Notes for the following: (i) new 13.75% Senior Notes due June 30, 2026 of the Company in the aggregate principal amount of $14,950,000 (the “2024 Notes”); and (ii) cash in the aggregate amount of $5,000,000, together with accrued interest on the 2022 Notes (the "2024 Exchange"). See “2024 Notes” below for a discussion of a change in the expiration date of the Warrants.
The Company analyzed the 2024 Exchange Agreement under ASC 470–50, Debt—Modifications and Extinguishments. The Company determined that extinguishment accounting was applicable, as the present value of the cash flows of the 2024 Notes differed by more than 10% from the 2022 Notes, making it a substantial change in terms. As a result, the 2022 Notes have been derecognized and the 2024 Notes recorded at fair value. No gain or loss was recognized on the 2024 Exchange. Unamortized debt issue costs of $296,533 related to extinguished debt were expensed at the time the 2022 Notes were extinguished and recorded as loss on extinguishment of debt in the consolidated statements of income and comprehensive income within other operating expenses. Fees paid to third parties of $203,381 have been capitalized and were being amortized as debt issuance costs associated with the 2024 Notes.
2024 Notes
As discussed above, on September 12, 2024, the Company issued the 2024 Notes in the aggregate principal amount of $14,950,000 pursuant to the 2024 Exchange Agreement. Interest was payable semi-annually in arrears on June 30 and December 30 of each year at the rate of 13.75% per annum. Pursuant to the 2024 Exchange Agreement, the expiration date of the Warrants to purchase 969,225 shares of Common Stock of the Company was extended to June 30, 2026 from
December 30, 2025 (see Note 12 – Stockholders’ Equity) and transaction costs were $203,381, for an effective yield of 14.35% per annum. The balance of the 2024 Notes as of December 31, 2025 and December 31, 2024 was as follows:
| December 31,2025 | December 31,2024 | |
|---|---|---|
| 13.75% Senior Notes due 2026 | $— | $5,950,000 |
| Warrants | — | (256,909) |
| Issuance costs | — | (185,091) |
| 2024 Notes, net | $— | $5,508,000 |
The 2024 Notes were redeemable, at the Company’s option, in whole or in part, at any time or in part from time to time, on and after September 12, 2024, upon not less than fifteen (15) and not more than sixty (60) days’ notice, equal to 100% of the principal amount of the 2024 Notes, plus, in each case, accrued and unpaid interest, if any, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The 2024 Exchange Agreement provided for mandatory prepayments of principal. The 2024 Exchange Agreement provided for a first mandatory pro rata partial prepayment of principal on the 2024 Notes in the aggregate amount of $3,000,000 on June 30, 2025, less the principal amount of any optional prepayments of the 2024 Note made prior to June 30, 2025, pursuant to the 2024 Exchange Agreement. The 2024 Exchange Agreement provided for a second mandatory pro rata partial prepayment of principal on the 2024 Notes in the aggregate amount of $3,000,000 on December 30, 2025, less the principal amount of any optional prepayments of the 2024 Notes made from June 30, 2025 to December 29, 2025 pursuant to the 2024 Note Exchange Agreement The Company made optional prepayments of $3,000,000 on September 30, 2024, $2,000,000 on November 13, 2024, $4,000,000 on December 30, 2024, $3,500,000 on January 28, 2025, and $2,450,000 on February 24, 2025, and accordingly, has fully satisfied the entire principal balance of the 2024 Notes. Each prepayment of principal also included accrued and unpaid interest thereon. Unamortized debt issue costs of $174,962 related to extinguished debt were expensed at the time the 2024 Notes were extinguished and recorded as loss on extinguishment of debt in the condensed consolidated statements of income and comprehensive income within other operating expenses.
The 2024 Notes were unsecured obligations of the Company and were not the obligations of or guaranteed by any of the Company’s subsidiaries. The 2024 Notes ranked senior in right of payment to any of the Company’s existing and future indebtedness that is by its terms expressly subordinated or junior in right of payment to the 2024 Notes. The Notes ranked equally in right of payment to all of the Company’s existing and future senior indebtedness, but were effectively subordinated to any secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. In addition, the 2024 Notes were structurally subordinated to the indebtedness and other obligations of the Company’s subsidiaries.
As of the end of each calendar quarter, commencing with the calendar quarter ending September 30, 2024, the Company was subject to a leverage maintenance test (“Leverage Maintenance Test”), which required that the Total Consolidated Indebtedness (as defined below) of the Company not be greater than 30% of Total Consolidated Capitalization (as defined below). As of December 31, 2024, the ratio as defined under the Leverage Maintenance Test was 7.0%. “Total Consolidated Indebtedness” was the aggregate principal amount (or accreted value in the case of any Indebtedness issued with more than de minimis original issue discount) of all outstanding long-term debt of the Company except for the sale-leaseback transaction described below under “Equipment Financing”, any refinancing or any future sale-leaseback transaction. “Total Consolidated Capitalization” was the amount equal to the sum of (x) Total Consolidated Indebtedness outstanding as of such date and (y) the total consolidated shareholders’ equity of the Company, excluding accumulated other comprehensive income, as recorded on the Company’s consolidated balance sheet.
Equipment Financing
On October 27, 2022, KICO entered into a sale leaseback transaction, whereby KICO sold $8,096,824 of fixed assets to a bank. Under GAAP, the sale leaseback transaction is recorded as equipment financing (“Financing”). The provisions of the Financing require KICO to pay a monthly payment of principal and interest at the rate of 5.86% per annum totaling
$126,877 for a term of 60 months, which commenced on October 27, 2022. The terms of the Financing provide buyout options to KICO at the end of the 60 month term, which are as follows:
At the end of the lease, KICO may purchase the fixed assets for a purchase price of $2,024,206, which is 25% of the original fixed asset cost of $8,096,824; or
KICO may renew the lease for 16 months at the same rental rate, which totals $2,024,206.
A provision of the Financing requires KICO to pledge collateral for the lease obligation. As of December 31, 2025 and 2024, the amount of required collateral was approximately $3,616,000 and $5,308,000, respectively. As of December 31, 2025, the fair value of KICO’s pledged collateral was approximately $3,616,000 in various fixed-maturity securities. As of December 31, 2024, the fair value of KICO’s pledged collateral was approximately $5,308,000 in United States Treasury securities.
Future contractual payment obligations under the Financing as of December 31, 2025 are as follows:
| For the Year Ending December 31, | Total |
|---|---|
| 2026 | 1,296,900 |
| 2027 | 1,119,021 |
| 2027 purchase price | 2,024,206 |
| Total | $4,440,127 |
Note 10 -Property and Equipment
The components of property and equipment are summarized as follows:
| Cost | AccumulatedDepreciation | Net | |
|---|---|---|---|
| Building (1) · $ · - · $ · - · $ · - | |||
| Land (1) | 460,031 | - | 460,031 |
| Furniture and office equipment | 475,949 | (475,949) | - |
| Computer equipment and software | 29,519,178 | (22,104,284) | 7,414,894 |
| Automobile | 163,070 | (140,320) | 22,750 |
| Total | $30,618,228 | $(22,720,553) | $7,897,675 |
| Building | $2,344,188 | $(1,083,235) | $1,260,953 |
| Land | 652,437 | - | 652,437 |
| Furniture and office equipment | 828,011 | (828,011) | - |
| Computer equipment and software | 27,360,191 | (20,000,218) | 7,359,973 |
| Automobile | 134,034 | (123,427) | 10,607 |
| Total | $31,318,861 | $(22,034,891) | $9,283,970 |
Depreciation expense for the years ended December 31, 2025 and 2024 was $2,559,835 and $2,448,932, respectively.
(1) See Note 20- Sale of Real Estate.
Note 11 -Property and Casualty Insurance Activity
Premiums written, ceded and earned are as follows:
| Direct · Assumed · Ceded · Net | |||||||
|---|---|---|---|---|---|---|---|
| Premiums written | $277,800,630 | $ | - | $(64,081,564) | $213,719,066 | ||
| Change in unearned premiums | (19,326,339) | - | (7,266,005) | (26,592,344) | |||
| Premiums earned | $258,474,291 | $ | - | $(71,347,569) | $187,126,722 | ||
| Premiums written | $241,979,937 | $ | - | $(87,750,072) | $154,229,865 | ||
| Change in unearned premiums | (29,080,195) | - | 3,348,250 | (25,731,945) | |||
| Premiums earned | $212,899,742 | $ | - | $(84,401,822) | $128,497,920 | ||
Premium receipts in advance of the policy effective date are recorded as advance premiums. The balance of advance premiums as of December 31, 2025 and 2024 was $4,003,453 and $3,503,063, respectively.
The components of the liability for loss and LAE expenses and related reinsurance receivables as of December 31, 2025 and 2024 are as follows:
| Gross Liability · Reinsurance Receivables | |||
|---|---|---|---|
| Case-basis reserves | $75,384,626 | $20,748,974 | |
| Loss adjustment expenses | 26,359,154 | 4,206,150 | |
| IBNR reserves | 38,794,838 | 8,277,241 | |
| Recoverable on unpaid losses | 33,232,365 | ||
| Recoverable on paid losses | - | 2,827,829 | |
| Total loss and loss adjustment expenses | $140,538,618 | 36,060,194 | |
| Unearned premiums | 22,936,751 | ||
| Receivables - reinsurance contracts | - | ||
| Total reinsurance receivables | $58,996,945 | ||
| Case-basis reserves | $64,087,782 | $17,721,033 | |
| Loss adjustment expenses | 23,442,101 | 3,940,147 | |
| IBNR reserves | 38,680,545 | 10,661,457 | |
| Recoverable on unpaid losses | 32,322,637 | ||
| Recoverable on paid losses | - | 5,254,482 | |
| Total loss and loss adjustment expenses | $126,210,428 | 37,577,119 | |
| Unearned premiums | 31,745,317 | ||
| Receivables - reinsurance contracts | - | ||
| Total reinsurance receivables | $69,322,436 | ||
The following table provides a reconciliation of the beginning and ending balances for unpaid losses and LAE:
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at beginning of period | $126,210,428 | $121,817,862 |
| Less reinsurance recoverables | (32,322,637) | (33,288,650) |
| Net balance, beginning of period | 93,887,791 | 88,529,212 |
| Incurred related to: | ||
| Current year | 85,349,385 | 64,414,543 |
| Prior years | (1,083,663) | (1,779,827) |
| Total incurred | 84,265,722 | 62,634,716 |
| Paid related to: | ||
| Current year | 40,940,473 | 32,956,899 |
| Prior years | 29,906,787 | 24,319,238 |
| Total paid | 70,847,260 | 57,276,137 |
| Net balance at end of period | 107,306,253 | 93,887,791 |
| Add reinsurance recoverables | 33,232,365 | 32,322,637 |
| Balance at end of period | $140,538,618 | $126,210,428 |
Incurred losses and LAE are net of reinsurance recoveries under reinsurance contracts of $19,019,851 and $20,226,354 for the years ended December 31, 2025 and 2024, respectively.
Prior year incurred loss and LAE development is based upon estimates by line of business and accident year. Prior year loss and LAE development incurred during the years ended December 31, 2025 and 2024 was $1,083,663 favorable and $1,779,827 favorable, respectively. In 2025, property claims overall developed better than expected, driven primarily by reserve takedowns on several large fire and water damage claims from accident years 2023 and 2024, resulting in favorable development. This favorable development was partially offset by increased reserves associated with liability claims, which reflect the inherent variability associated with liability claim settlement patterns. In 2024, the favorable development was primarily attributable to reserve takedowns on several large property losses from accident years 2022 and 2023, reflecting recoverable depreciation. This favorable impact was partially offset by strengthening of reserves for liability claims, particularly related to loss adjustment expenses.
Loss and LAE reserves
The reserving process for loss and LAE reserves provides for the Company’s best estimate at a particular point in time of the ultimate unpaid cost of all losses and LAE incurred, including settlement and administration of losses, and is based on facts and circumstances then known including losses that have occurred but that have not yet been reported. The process relies on standard actuarial reserving methodologies, judgments relative to estimates of ultimate claim severity and frequency, the length of time before losses will develop to their ultimate level (‘tail’ factors), and the likelihood of changes in the law or other external factors that are beyond the Company’s control. Several actuarial reserving methodologies are used to estimate required loss reserves. The process produces carried reserves set by management based upon the actuaries’ best estimate and is the cumulative combination of the best estimates made by line of business, accident year, and loss and LAE. The amount of loss and LAE reserves for individual reported claims (the “case reserve”) is determined by the claims department and changes over time as new information is gathered. Such information is critical to the review of appropriate IBNR reserves and includes a review of coverage applicability, comparative liability on the part of the insured, injury severity, property damage, replacement cost estimates, and any other information considered pertinent to estimating the exposure presented by the claim. The amounts of loss and LAE reserves for unreported claims and development on known claims (IBNR reserves) are determined using historical information aggregated by line of insurance as adjusted to current conditions. Since this process produces loss reserves set by management based upon the actuaries’ best estimate, there is no explicit or implicit provision for uncertainty in the carried loss reserves.
Due to the inherent uncertainty associated with the reserving process, the ultimate liability may differ, perhaps substantially, from the original estimate. Such estimates are regularly reviewed and updated and any resulting adjustments are included in the current period’s results. Reserves are closely monitored and are recomputed periodically using the most recent information on reported claims and a variety of statistical techniques. On at least a quarterly basis, the Company reviews by line of business existing reserves, new claims, changes to existing case reserves, and paid losses with respect to the current and prior periods. Several methods are used, varying by line of business and accident year, in order to select the estimated period-end loss reserves. These methods include the following:
Paid Loss Development – historical patterns of paid loss development are used to project future paid loss emergence in order to estimate required reserves.
Incurred Loss Development – historical patterns of incurred loss development, reflecting both paid losses and changes in case reserves, are used to project future incurred loss emergence in order to estimate required reserves.
Paid Bornhuetter-Ferguson (“BF”) – an estimated loss ratio for a particular accident year is determined, and is weighted against the portion of the accident year claims that have been paid, based on historical paid loss development patterns. The estimate of required reserves assumes that the remaining unpaid portion of a particular accident year will pay out at a rate consistent with the estimated loss ratio for that year. This method can be useful for situations where an unusually high or low amount of paid losses exists at the early stages of the claims development process.
Incurred Bornhuetter-Ferguson (“BF”) - an estimated loss ratio for a particular accident year is determined, and is weighted against the portion of the accident year claims that have been reported, based on historical incurred loss development patterns. The estimate of required reserves assumes that the remaining unreported portion of a particular accident year will pay out at a rate consistent with the estimated loss ratio for that year. This method can be useful for situations where an unusually high or low amount of reported losses exists at the early stages of the claims development process.
Incremental Claim-Based Methods– historical patterns of incremental incurred losses and paid LAE during various stages of development are reviewed and assumptions are made regarding average loss and LAE development applied to remaining claims inventory. Such methods more properly reflect changes in the speed of claims closure and the relative adequacy of case reserve levels at various stages of development. These methods may provide a more accurate estimate of IBNR for lines of business with relatively few remaining open claims but for which significant recent settlement activity has occurred.
Frequency / Severity Based Methods – historical measurements of claim frequency and average paid claim size (severity) are reviewed for more mature accident years where a majority of claims have been reported and/or closed. These historical averages are trended forward to more recent periods in order to estimate ultimate losses for newer accident years that are not yet fully developed. These methods are useful for lines of business with slow and/or volatile loss development patterns, such as liability lines where information pertaining to individual cases may not be completely known for many years. The claim frequency and severity information for older periods can then be used as reasonable measures for developing a range of estimates for more recent immature periods.
Management’s best estimate of required reserves is generally based on an average of the methods above, with appropriate weighting of methods based on the line of business and accident year being projected. In some cases, additional methods or historical data from industry sources are employed to supplement the projections derived from the methods listed above.
Three key assumptions that materially affect the estimate of loss reserves are the loss ratio estimate for the current accident year used in the BF methods, the loss development factor selections used in the loss development methods, and the loss severity assumptions used in the frequency / severity method described above. The loss ratio estimates used in the BF methods are selected after reviewing historical accident year loss ratios adjusted for rate changes, trend, and mix of business. The severity assumptions used in the frequency / severity method are determined by reviewing historical average claim severity for older more mature accident periods, trended forward to less mature accident periods.
The Company reviews the carried reserves levels on a regular basis as additional information becomes available and makes adjustments in the periods in which such adjustments are determined to be necessary. The Company is not aware of any claim trends that have emerged or that would cause future adverse development that have not already been contemplated in setting current carried reserves levels.
In New York State, lawsuits for negligence are subject to certain limitations and must be commenced within three years from the date of the accident or are otherwise barred. Accordingly, the Company’s exposure to unreported claims (“pure” IBNR) for accident dates of December 31, 2022 and prior is limited, although there remains the possibility of adverse development on reported claims (“case development” IBNR). In certain rare circumstances states have retroactively revised a statute of limitations. The Company is not aware of any such effort that would have a material impact on the Company’s results.
The following is information about incurred and paid claims development as of December 31, 2025, net of reinsurance, as well as the cumulative reported claims by accident year and total IBNR reserves as of December 31, 2025 included in the net incurred loss and allocated expense amounts. The historical information regarding incurred and paid claims development for the years ended December 31, 2016 to December 31, 2024 is presented as supplementary unaudited information.
All Lines of Business
(in thousands, except reported claims data)
| Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance · As ofDecember 31, 2025 | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, · IBNR · Cumulative Numberof ReportedClaims byAccidentYear | ||||||||||||||||||||||||||||||||||
| Accident Year · 2016 · 2017 · 2018 · 2019 · 2020 · 2021 · 2022 · 2023 · 2024 · 2025 | ||||||||||||||||||||||||||||||||||
| (Unaudited 2016 - 2024) | ||||||||||||||||||||||||||||||||||
| 2016 | $26,062 | $24,941 | $24,789 | $27,887 | $27,966 | $27,417 | $27,352 | $27,271 | $27,247 | $27,171 | $31 | 2,884 | ||||||||||||||||||||||
| 2017 | 31,605 | 32,169 | 35,304 | 36,160 | 36,532 | 36,502 | 36,819 | 37,268 | 37,359 | 149 | 3,401 | |||||||||||||||||||||||
| 2018 | 54,455 | 56,351 | 58,441 | 59,404 | 61,237 | 61,145 | 61,686 | 61,897 | 425 | 4,238 | ||||||||||||||||||||||||
| 2019 | 75,092 | 72,368 | 71,544 | 71,964 | 73,310 | 74,363 | 76,337 | 2,025 | 4,509 | |||||||||||||||||||||||||
| 2020 | 63,083 | 62,833 | 63,217 | 63,562 | 64,400 | 65,888 | 934 | 5,896 | ||||||||||||||||||||||||||
| 2021 | 96,425 | 96,673 | 96,134 | 96,771 | 98,411 | 1,303 | 5,836 | |||||||||||||||||||||||||||
| 2022 | 79,835 | 78,759 | 78,078 | 77,319 | 2,533 | 4,721 | ||||||||||||||||||||||||||||
| 2023 | 78,978 | 72,025 | 70,128 | 5,125 | 4,097 | |||||||||||||||||||||||||||||
| 2024 | 57,860 | 54,364 | 7,014 | 3,140 | ||||||||||||||||||||||||||||||
| 2025 | 77,556 | 20,697 | 2,306 | |||||||||||||||||||||||||||||||
| Total | $646,429 | |||||||||||||||||||||||||||||||||
All Lines of Business
(in thousands)
| Accident Year · Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended December 31, | |||||||||||||||||||||||||||
| 2016 · 2017 · 2018 · 2019 · 2020 · 2021 · 2022 · 2023 · 2024 · 2025 | |||||||||||||||||||||||||||
| (Unaudited 2016 - 2024) | |||||||||||||||||||||||||||
| 2016 | $15,364 | $19,001 | $21,106 | $23,974 | $25,234 | $25,750 | $26,382 | $26,854 | $26,808 | $26,876 | |||||||||||||||||
| 2017 | 16,704 | 24,820 | 28,693 | 31,393 | 32,529 | 33,522 | 34,683 | 35,046 | 35,336 | ||||||||||||||||||
| 2018 | 32,383 | 44,516 | 50,553 | 52,025 | 54,424 | 56,199 | 57,185 | 57,798 | |||||||||||||||||||
| 2019 | 40,933 | 54,897 | 58,055 | 60,374 | 63,932 | 66,109 | 68,648 | ||||||||||||||||||||
| 2020 | 39,045 | 50,719 | 53,432 | 56,523 | 59,220 | 60,859 | |||||||||||||||||||||
| 2021 | 56,282 | 77,756 | 82,317 | 85,314 | 90,865 | ||||||||||||||||||||||
| 2022 | 45,856 | 65,732 | 68,170 | 70,703 | |||||||||||||||||||||||
| 2023 | 46,280 | 56,952 | 59,571 | ||||||||||||||||||||||||
| 2024 | 29,013 | 40,086 | |||||||||||||||||||||||||
| 2025 | 36,572 | ||||||||||||||||||||||||||
| Total | $547,316 | ||||||||||||||||||||||||||
| Net liability for unpaid loss and allocated loss adjustment expenses for the accident years presented | $99,113 | ||||||||||||||||||||||||||
| All outstanding liabilities before 2016, net of reinsurance | 1,441 | ||||||||||||||||||||||||||
| Liabilities for loss and allocated loss adjustment expenses, net of reinsurance | $100,554 | ||||||||||||||||||||||||||
Reported claim counts are measured on an occurrence or per event basis. A single claim occurrence could result in more than one loss type or claimant; however, the Company counts claims at the occurrence level as a single claim regardless of the number of claimants or claim features involved.
The reconciliation of the net incurred and paid claims development tables to the liability for loss and LAE reserves in the consolidated balance sheet is as follows:
Reconciliation of the Disclosure of Incurred and Paid Loss Development
to the Liability for Loss and LAE Reserves
| (in thousands) | As ofDecember 31, 2025 |
|---|---|
| Liabilities for allocated loss and loss adjustment expenses, net of reinsurance | $100,554 |
| Total reinsurance recoverable on unpaid losses | 33,232 |
| Unallocated loss adjustment expenses | 6,753 |
| Total gross liability for loss and LAE reserves | $140,539 |
The following is supplementary unaudited information about average historical claims duration as of December 31, 2025:
| Average Annual Percentage Payout of Incurred Loss and Allocated Loss Adjustment Expenses by Age, Net of Reinsurance | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Years | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 |
| All Lines of Business | 54.9% | 19.3% | 6.0% | 4.9% | 4.3% | 2.6% | 2.6% | 1.2% | 0.3% | 0.3% |
The percentages in the above table do not add up to 100 because the percentages represent averages across all accident years at each development stage.
Note 12 –Stockholders’ Equity
Dividends Declared
On July 22, 2025, the Company’s Board of Directors approved a quarterly dividend of $0.05 per share which was paid in cash on August 26, 2025 to stockholders of record as of the close of business on August 11, 2025. On October 30, 2025, the Company’s Board of Directors approved a quarterly dividend of $0.05 per share which was paid in cash on November 26, 2025 to stockholders of record as of the close of business on November 11, 2025. See Note 21 - Subsequent Events, Dividend Declared.
Preferred Stock
The Board of Directors has the authority to issue shares of Preferred Stock from time to time in a series and to fix, before the issuance of each series, the number of shares in each series and the designation, liquidation preferences, conversion privileges, rights and limitations of each series. There wasno preferred stock issued as of December 31, 2025 and 2024.
2014 Equity Participation Plan
Effective August 12, 2014, the Company's stockholders approved the 2014 Equity Participation Plan (the “2014 Plan”) pursuant to which a maximum of 700,000 shares of Common Stock of the Company were initially authorized to be issued pursuant to the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock and stock bonuses. Incentive stock options granted under the 2014 Plan expire no later thanten years from the date of grant (except no later than five years for a grant to a 10% stockholder). Non-statutory stock options granted under the 2014 Plan expire no later thanten years from the date of grant. The Board of Directors or the Compensation Committee determined the vesting provisions for stock awards granted under the 2014 Plan, subject to the provisions of the 2014 Plan. On August 5, 2020, the Company’s stockholders approved amendments to the 2014 Plan, including an increase in the maximum number of shares of Common Stock of the Company that were authorized to be issued pursuant to the 2014 Plan to 1,400,000. On August 9, 2023, the Company’s stockholders approved an amendment to the 2014 Plan to increase the maximum number of shares of Common Stock of the Company that were authorized to be issued pursuant to the 2014 Plan to 1,900,000. The 2014 Plan terminated on August 12, 2024 and no further awards may be granted under the 2014 Plan.
2024 Equity Participation Plan
Effective August 7, 2024, the Company's stockholders approved the 2024 Equity Participation Plan (the “2024 Plan”). pursuant to which a maximum of 1,000,000 shares of Common Stock of the Company are authorized to be issued pursuant to the grant of incentive stock options, non-statutory stock options, stock appreciation rights, and stock bonus awards. Incentive stock options granted under the 2024 Plan expire no later thanten years from the date of grant (except no later than five years for a grant to a 10% stockholder). Non-statutory stock options granted under the 2024 Plan expire no later thanten years from the date of grant. The Board of Directors or the Compensation Committee determines the vesting provisions for stock awards granted under the 2024 Plan, subject to the provisions of the 2024 Plan. The 2024 Plan terminates on May 10, 2034 and no further awards may be granted under the 2024 Plan after such date.
As of December 31, 2025, there were 256,773 shares granted under the 2024 Plan.
Stock Options
The results of operations for the years ended December 31, 2025 and 2024 include stock-based compensation expense for stock options totaling approximately $71,000 and $196,000, respectively, which is included in other operating expenses on the accompanying Consolidated Statements of Income and Comprehensive Income. Stock-based compensation expense related to stock options for the year ended December 31, 2025 is net of estimated forfeitures of approximately 24%.
No options were granted during the year ended December 31, 2025. The weighted average estimated fair value of stock options granted during the year ended December 31, 2024 was $1.24 per share. The fair value of stock options at the grant date was estimated using the Black-Scholes option-pricing model. The Black-Scholes option - pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.
The following weighted average assumptions were used for grants during the following periods:
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Dividend Yield | n/a | 0.00% |
| Volatility | n/a | 74.72% |
| Risk-Free Interest Rate | n/a | 4.17% |
| Expected Life | n/a | 3.50 years |
There have been no stock options granted under the 2024 Plan. A summary of stock option activity under the Company’s 2014 Plan and 2024 Plan for the year ended December 31, 2025 is as follows:
| Stock Options · Number of Shares · Weighted Average Exercise Price per Share · Weighted Average Remaining Contractual Term · Aggregate Intrinsic Value | ||||||||
|---|---|---|---|---|---|---|---|---|
| Outstanding at January 1, 2025 | 281,913 | $2.71 | 3.74 | $3,517,171 | ||||
| Granted | - | $ | - | - | $ | - | ||
| Exercised | (65,673) | $4.24 | - | $747,116 | ||||
| Expired/Forfeited | (16,249) | $2.25 | 3.68 | $231,902 | ||||
| Outstanding at December 31, 2025 | 199,991 | $2.25 | 3.08 | $2,915,869 | ||||
| Vested and Exercisable at December 31, 2025 | 79,190 | $2.25 | 3.08 | $1,154,590 | ||||
The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2025 is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s Common Stock for the options that had exercise prices that were lower than the $16.83 closing price of the Company’s Common Stock on
December 31, 2025. The total intrinsic value of options when forfeited are determined as of the date of forfeiture. The total intrinsic value of options when expired are determined as of the date of expiration.
Participants in the 2014 Plan and the 2024 Plan may exercise their outstanding vested options, in whole or in part, by having the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the exercise price of the option being exercised ("Net Exercise"), or by exchanging a number of shares owned for a period of greater than one year having a fair market value equal to the exercise price of the option being exercised ("Share Exchange").
The Company received $62,714 from the exercise of 27,923 options during the year ended December 31, 2025. The remaining options exercised during the year ended December 31, 2025 were Net Exercises and Share Exchanges, resulting in the issuance of 23,564 shares of Common Stock.
The Company received 52,719 shares from the exercise of options under a Share Exchange for the purchase of 63,333 shares of Common Stock during the year ended December 31, 2024. Such shares received under the Share Exchange have been included in the consolidated balance sheets within treasury stock. The Company received $63,711 from the exercise of 7,974 options. The remaining option exercised during the year ended December 31, 2024 was a Net Exercise, resulting in the issuance of 690 shares of Common Stock.
As of December 31, 2025, the estimated fair value of unamortized compensation cost related to 120,801 unvested stock option awards was approximately $7,000. Unamortized compensation cost as of December 31, 2025 is expected to be recognized over a remaining weighted-average vesting period of 1.01 years.
Restricted Stock Awards
A summary of the restricted Common Stock activity under the Company’s 2014 Plan and 2024 Plan for the year ended December 31, 2025 is as follows:
| Restricted Stock Awards | Shares | Weighted Average Grant Date Fair Value per Share | AggregateFair Value |
|---|---|---|---|
| Balance at January 1, 2025 | 267,586 | $5.24 | $1,402,151 |
| Granted | 198,018 | $15.51 | $3,071,259 |
| Vested | (231,613) | $4.10 | $(949,613) |
| Forfeited | (10,703) | $9.09 | $(97,290) |
| Balance at December 31, 2025 | 223,288 | $15.35 | $3,426,507 |
Fair value was calculated using the closing price of the Company’s Common Stock on the grant date. For the years ended December 31, 2025 and 2024, stock-based compensation for these grants was approximately $1,387,000 and $1,187,000, respectively, which is included in other operating expenses on the accompanying consolidated statements of income and comprehensive income. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be recognized by the directors, executives and employees. Unamortized compensation cost of $2,170,478 as of December 31, 2025 is expected to be recognized over a remaining weighted-average vesting period of 1.96 years.
Employee Stock Purchase Plan
On June 19, 2021, the Company’s Board of Directors adopted the Kingstone Companies, Inc. Employee Stock Purchase Plan (the “ESPP”), subject to stockholder approval. Such approval was obtained on August 10, 2021. The purpose of the ESPP is to provide eligible employees of the Company with an opportunity to use payroll deductions to purchase shares of
Common Stock of the Company. The maximum number of shares of Common Stock that may be purchased under the ESPP is 750,000, subject to adjustment as provided for in the ESPP. The ESPP was effective August 10, 2021 and expires on August 10, 2031. A maximum of 5,000 shares of Common Stock may be purchased by an employee during any offering period.
The initial offering period under the ESPP was from November 1, 2021 through October 31, 2022. There was no offering pursuant to the ESPP from November 1, 2022 through December 31, 2024. Effective January 1, 2025, the Company initiated an offering period of January 1, 2025 through December 31, 2025 under the ESPP (the "2025 Offering"). For the years ended December 31, 2025 and 2024, stock-based compensation under the 2025 Offering was approximately $24,000 and $0, respectively, which is included in other operating expenses on the accompanying condensed consolidated statements of income and comprehensive income. See Note 21 - Subsequent Events - Equity.
Warrants
In connection with the 2022 Exchange Agreement (see Note 9 – Debt – “Exchange Agreements”), as additional consideration, on December 15, 2022, the Company issued warrants (the "Warrants") to the 2022 Exchanging Noteholders to purchase 969,525 shares of Common Stock at an exercise price of $1.00 per share, exercisable through June 30, 2026. As of December 31, 2025, all issued warrants were exercised. Pursuant to the 2024 Exchange Agreement, the expiration date of the Warrants was extended to June 30, 2026 from December 30, 2025. The fair value of the Warrants, using the Black-Scholes valuation formula, was $993,200, which was capitalized as a deferred financing cost of the 2022 Notes and the 2024 Notes. The fair value of the Warrants were amortized over the life of the Warrants, which was 36.5 months through September 12, 2024 and effective as of such date, the unamortized balance was being amortized over the extended life of the Warrants, which was 21.5 months.
Holders of the Warrants were entitled to exercise their outstanding Warrants in cash, or, in whole or in part, by having the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the exercise price of the Warrants being exercised ("Net Exercise"). During the year ended December 31, 2025, holders exercised 642,025 Warrants under Net Exercises, resulting in the issuance of 604,388 shares of Common Stock. During the year ended December 31, 2024, holders exercised 327,500 Warrants under Net Exercises, resulting in the issuance of 304,413 shares of Common Stock.
In accordance with ASC 815 - Derivatives and Hedging – Subsequent Measurement, the effect of a modification or an exchange shall be measured as the difference between the fair value of the modified or exchanged instrument and the fair value of that instrument immediately before it is modified or exchanged. The Company calculated the respective fair values and determined the difference was immaterial.
Shelf Registration
On April 5, 2024, the Company filed a shelf registration statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, with regard to the registration of $50,000,000 of its equity and debt securities (the “Shelf Registration Statement”). The Shelf Registration Statement was declared effective by the SEC on April 22, 2024. Any offering made pursuant to the Shelf Registration Statement may only be made by means of a prospectus, including a prospectus supplement, forming a part of the effective Shelf Registration Statement, relating to the offering.
At-the-Market Offering
In May 2024, the Company entered into a Sales Agreement with Janney Montgomery Scott LLC (the “Sales Agent”) under which the Company had the ability to issue and sell shares of its Common Stock, from time to time, through the Sales Agent, pursuant to the Shelf Registration Statement, up to an aggregate offering price of approximately $16,400,000 in what is commonly referred to as an “at-the-market” (“ATM”) program. On January 7, 2025, the Company filed a prospectus supplement increasing the aggregate offering price for the ATM program to $25,000,000. During the year ended December 31, 2025, the Company sold 612,999 shares of its Common Stock at a weighted average price of $16.00 per share and raised $9,464,323 in net proceeds under the ATM program. As of December 31, 2025, the Company had remaining capacity to sell up to an additional $15,945,937 of Common Stock under the ATM program.
Note 13 -Statutory Financial Information and Accounting Policies
For regulatory purposes, KICO prepares its statutory basis financial statements based on statutory accounting principles prescribed or permitted by the New York State Department of Financial Services (the “DFS”). The DFS requires insurance companies domiciled in New York State to prepare their statutory financial statements in accordance with Statements of Statutory Accounting Principles as promulgated by the National Association of Insurance Commissioners (the “NAIC”), subject to any deviations prescribed or permitted by the DFS. These statutory accounting practices differ substantially from GAAP used by most business entities. The more significant variances from GAAP are as follows:
Policy acquisition costs are charged to operations in the year such costs are incurred, rather than being deferred and amortized as premiums are earned over the terms of the policies.
Ceding commission revenues are earned when ceded premiums are written except for ceding commission revenues in excess of anticipated acquisition costs, which are deferred and amortized as ceded premiums are earned. GAAP requires that all ceding commission revenues be earned as the underlying ceded premiums are earned over the term of the reinsurance agreements.
Certain assets including certain receivables, a portion of the net deferred tax asset, prepaid expenses and furniture and equipment are not admitted.
Investments in fixed-maturity securities are valued at NAIC value for statutory financial purposes, which is primarily amortized cost. GAAP requires certain investments in fixed-maturity securities classified as available-for-sale, to be reported at fair value.
Certain amounts related to ceded reinsurance are reported on a net basis within the statutory basis financial statements. GAAP requires these amounts to be shown gross.
For SAP purposes, changes in deferred income taxes relating to temporary differences between net income for financial reporting purposes and taxable income are recognized as a separate component of gains and losses in surplus rather than included in income tax expense or benefit as required under GAAP.
State insurance laws restrict the ability of KICO to declare dividends. These restrictions are related to surplus and net investment income. Dividends are restricted to the lesser of 10% of surplus or 100% of investment income (on a statutory accounting basis) for the trailing 36 months, net of dividends paid by KICO during such period. State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus. Generally, dividends may be paid without the need for DFS approval from unassigned surplus, and the amount of an insurer’s unassigned surplus following payment of any dividends must be reasonable in relation to the insurer’s outstanding liabilities and adequate to meet its financial needs.
At December 31, 2025 and 2024, unassigned surplus was $36,152,023 and $13,658,183, respectively. Through September 30, 2025, KICO had an agreement with DFS that KICO was only permitted to pay dividends to the Holding Company for purposes of paying operating expenses and debt obligations, and that the maximum amount of dividends that could be paid in 12 months was $12,000,000 without prior approval. Effective September 30, 2025, the restrictions on KICO to pay dividends were removed by DFS. As of December 31, 2025, the maximum dividends that KICO can pay to the Holding Company is restricted to the lesser of 10% of statutory surplus as shown by its last statement on file with DFS, or 100% of net investment income for the preceding 36 months reduced by dividends paid during such period. As of December 31, 2025, the maximum allowable dividend that KICO may pay to the Holding Company was $1,969,796 without DFS approval. See Note 21 - Subsequent Events - Statutory Financial Information. For the years ended December 31, 2025 and 2024, KICO paid dividends to the Holding Company of $7,950,000 and $0, respectively. For the years ended December 31, 2025 and 2024, KICO recorded statutory basis net income of $38,665,538 and $23,273,658, respectively. At December 31, 2025 and 2024, KICO reported statutory basis surplus as regards policyholders of $99,197,956 and $76,704,115, respectively, as filed with the DFS.
Note 14 -Risk Based Capital
State insurance departments impose risk-based capital (“RBC”) requirements on insurance enterprises. The RBC Model serves as a benchmark for the regulation of insurance companies by state insurance regulators. RBC provides for targeted surplus levels based on formulas, which specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk, and are set forth in the RBC requirements. Such formulas focus on four general types of risk: (a) the risk with respect to the company’s assets (asset or default risk); (b) the risk of default on amounts due from reinsurers, policyholders, or other creditors (credit risk); (c) the risk of underestimating liabilities from business already written or inadequately pricing business to be written in the coming year (underwriting risk); and (d) the risk associated with items such as excessive premium growth, contingent liabilities, and other items not reflected on the balance sheet (off-balance sheet risk). The amount determined under such formulas is called the authorized control level RBC (“ACL”).
The RBC guidelines define specific capital levels based on a company’s ACL that are determined by the ratio of the company’s total adjusted capital (“TAC”) to its ACL. TAC is equal to statutory capital, plus or minus certain other specified adjustments. The Company’s TAC was above the ACL for each of the last two years and is in compliance with RBC requirements as of December 31, 2025 and 2024.
Note 15 –Income Taxes
The Company files a consolidated U.S. federal income tax return that includes all wholly owned subsidiaries. State tax returns are filed on a consolidated or separate return basis depending on applicable laws. The Company records adjustments related to prior years’ taxes during the period when they are identified, generally when the tax returns are filed. The effect of these adjustments on the current and prior periods (during which the differences originated) is evaluated based upon quantitative and qualitative factors and are considered in relation to the consolidated financial statements taken as a whole for the respective periods.
Enactment of the One Big Beautiful Bill Act of 2025
On July 4, 2025, the U.S. enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 (OBBBA), which includes both tax and non-tax provisions. The changes resulting from the tax provisions in OBBBA did not have a material impact on the Company’s income tax expense and results of operations, financial position or liquidity.
Components of Income Tax Expense
For the year ended December 31, 2025, the provision for income taxes is comprised of the following:
| Federal income tax before utilization of net operating loss | $10,896,837 |
|---|---|
| Utilization of net operating loss | (419,357) |
| Current federal income tax expense | 10,477,480 |
| Current state income tax expense (1) | 2,590 |
| Deferred federal and state income tax (benefit) (2) | (201,548) |
| Income tax | $10,278,522 |
For the year ended December 31, 2024, the provision for income taxes is comprised of the following:
| Current federal income tax expense · $ · - | |
|---|---|
| Current state income tax expense (1) | 2,160 |
| Deferred federal and state income tax (2) | 4,927,561 |
| Income tax | $4,929,721 |
(1) For the year ended December 31, 2025, state income tax consisted of New York state minimum tax of $2,340 and Connecticut minimum tax of $250. For the year ended December 31, 2024, state income tax consists of New York state minimum tax of $2,160.
(2) For the years ended December 31, 2025 and 2024, the Company recorded a 100% valuation allowance for state deferred taxes. See state valuation allowance discussion below.
Tax Rate Reconciliation
For the year ended December 31, 2025, a reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows:
| Income from operations before taxes | $51,045,650 | |
|---|---|---|
| Federal statutory income tax rate | 21% | |
| Taxes at federal statutory rate | $10,719,587 | 21.0% |
| State income taxes, net of federal effect | 11,013 | — |
| Nontaxable and nondeductible items | ||
| Dividends received deduction | (51,835) | (0.1) |
| Non-taxable investment income | (167,401) | (0.3) |
| Stock-based compensation | (563,954) | (1.1) |
| Other nontaxable and nondeductible items | 318,977 | 0.6 |
| Other | 12,135 | (0.1) |
| Effective tax rate | $10,278,522 | 20.0% |
For the year ended December 31, 2024, a reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows:
| Computed expected tax expense | $4,890,513 | 21.0% |
|---|---|---|
| State taxes, net of Federal benefit | (431,749) | (1.9)% |
| State valuation allowance | 439,905 | 1.9% |
| Permanent differences | ||
| Dividends received deduction | (64,525) | (0.3)% |
| Non-taxable investment income | (122,194) | (0.5)% |
| Stock-based compensation | (280,104) | (1.2)% |
| Sale leaseback transaction | 99,775 | 0.4% |
| Other permanent differences | 191,488 | 0.8% |
| Prior year tax matters | 173,572 | 0.8% |
| Other | 33,040 | 0.1% |
| Income tax expense, as reported | $4,929,721 | 21.2% |
Income Taxes Paid
For the year ended December 31, 2025, the Company paid federal income taxes of $8,028,000 and state income taxes of $250. For the year ended December 31, 2024, the Company did not pay any income taxes due to utilization of net operating losses.
Deferred Tax Asset
Deferred tax assets and liabilities are determined using the enacted tax rates applicable to the period the temporary differences are expected to be recovered. Accordingly, the current period income tax provision can be affected by the enactment of new tax rates. The net deferred income taxes on the balance sheets reflect temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and income tax purposes, tax effected at various rates depending on whether the temporary differences are subject to federal taxes, state taxes, or both.
Significant components of the Company’s deferred tax assets and liabilities are as follows:
| December 31,2025 | December 31,2024 | |
|---|---|---|
| Deferred tax asset: | ||
| Net operating loss carryovers (1) | $— | $419,357 |
| Claims reserve discount | 1,562,424 | 1,305,466 |
| Unearned premium | 4,948,868 | 3,810,973 |
| Deferred ceding commission revenue | 1,756,131 | 2,423,660 |
| Net unrealized losses on securities | 1,811,373 | 3,069,900 |
| Other | 916,350 | 834,921 |
| Total deferred tax assets | 10,995,146 | 11,864,277 |
| Deferred tax liability: | ||
| Investment in KICO (2) | 759,543 | 759,543 |
| Deferred acquisition costs | 5,852,113 | 5,193,798 |
| Intangibles | 105,000 | 105,000 |
| Depreciation and amortization | 98,931 | 208,016 |
| Total deferred tax liabilities | 6,815,587 | 6,266,357 |
| Net deferred income tax asset | $4,179,559 | $5,597,920 |
(1)The deferred tax assets from net operating loss carryovers are as follows:
| Type of NOL · December 31,2025 · December 31,2024 · Expiration | ||||||
|---|---|---|---|---|---|---|
| Federal only, NOL from 2024 and 2023 | $ | - | $419,357 | None | ||
| State only (A) | 3,421,252 | 3,075,395 | December 2027 - December 2043 | |||
| Valuation allowance | (3,421,252) | (3,075,395) | ||||
| State only, net of valuation allowance | - | - | ||||
| Total deferred tax asset from net operating loss carryovers | $ | - | $419,357 | |||
(A) Kingstone generates operating losses for state purposes and has prior year NOLs available. The state NOL as of December 31, 2025 and 2024 was approximately $52,634,646 and $47,313,775, respectively. KICO, the Company’s insurance underwriting subsidiary, is not subject to state income taxes. KICO’s state tax obligations are paid through a gross premiums tax, which is included in the consolidated statements of income and comprehensive income within other underwriting expenses. Kingstone has recorded a valuation allowance due to the uncertainty of generating enough state taxable income to utilize 100% of the available state NOLs over their remaining lives, which expire between 2027 and 2044.
(2)Deferred tax liability - investment in KICO
On July 1, 2009, the Company completed the acquisition of 100% of the issued and outstanding common stock of KICO (formerly known as Commercial Mutual Insurance Company (“CMIC”)) pursuant to the conversion of CMIC from an advance premium cooperative insurance company to a stock property and casualty insurance company. Pursuant to the plan of conversion, the Company acquired a 100% equity interest in KICO, in consideration for the exchange of $3,750,000 principal amount of surplus notes of CMIC. In addition, the Company forgave all accrued and unpaid interest on the surplus notes as of the date of conversion. As of the date of acquisition, unpaid accrued interest on the surplus notes along with the accretion of the discount on the original purchase of the surplus notes totaled $2,921,319 (collectively the “Untaxed Interest”). As of the date of acquisition, the deferred tax liability on the Untaxed Interest was $1,169,000. Under GAAP guidance for business combinations, a temporary difference with an indefinite life exists when the parent company has a lower carrying value of its subsidiary for income tax purposes. The deferred tax liability was reduced to $759,543 upon the reduction of federal income tax rates as of December 31, 2017. The Company is required to maintain its deferred tax liability of $759,543 related to this temporary difference until the stock of KICO is sold, or the assets of KICO are sold or KICO and the parent are merged.
The table below reconciles the changes in net deferred income tax assets (liabilities) to the deferred income tax benefit for the year ended December 31, 2025:
| Decrease in net deferred income tax assets | $1,418,361 |
|---|---|
| Less: Deferred tax expense allocated to other comprehensive income | 1,619,909 |
| Deferred income tax benefit | $(201,548) |
In assessing the valuation of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. No valuation allowance against deferred tax assets has been established, except for NOL limitations, as the Company believes it is more likely than not the deferred tax assets will be realized based on the historical taxable income of KICO, or by offset to deferred tax liabilities.
Uncertain Tax Positions
The Company had no material unrecognized tax benefit and no adjustments to liabilities or operations were required. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the years ended December 31, 2025 and 2024. If any had been recognized these would have been reported in income tax expense.
Generally, taxing authorities may examine the Company’s tax returns for the three years from the date of filing. The Company’s tax returns for the years ended December 31, 2022 through December 31, 2024 remain subject to examination.
Note 16 -Employee Benefit Plans
Bonus Plans
Employee Bonus Plan
For the years ended December 31, 2025 and 2024, the Company accrued approximately $2,434,000 and $2,091,000, respectively ("Cash Payments"), related to an employee bonus plan (the "Bonus Plan"), of which $555,000 and $477,000, respectively, is allocated and recorded in loss and LAE, and $1,879,000 and $1,614,000, respectively, is recorded in other underwriting expenses on the accompanying Consolidated Statements of Income and Comprehensive Income. In addition to the Cash Payments, the Bonus Plan also calls for a restricted stock award to the Company's senior leadership team ("SLT") and other members of management if certain performance metrics have been met. The performance metrics for the years ended December 31, 2025 and 2024 have been met, and accordingly, the SLT and other members of management received in March 2026 and March 2025 RSA's for an aggregate of 57,258 shares and 58,755 shares, respectively, of the Company's Common Stock valued at approximately $964,000 and $892,000, respectively. For the years ended December 31, 2025and 2024, the Company accrued approximately $266,000 and $278,000, respectively, of stock-based compensation recorded in other operating expenses on the accompanying Consolidated Statements of Income and Comprehensive Income.
Executive Bonus Plan
For the years ended December 31, 2025 and 2024, the Company accrued approximately $688,000 and $496,000, respectively, for a bonus pursuant to the Third Amended Golden Employment Agreement and the Second Amended Golden Employment Agreement, respectively, of which $619,000 and $446,000, respectively, is recorded in other underwriting expenses, and $68,000 and $50,000, respectively, is recorded in other operating expenses on the accompanying Consolidated Statements of Income and Comprehensive Income.
401 (k) Plan
The Company maintains a salary reduction plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) for its qualified employees. The Company matches 100% of each participant’s contribution up to 4% of the participant’s eligible contribution. The Company incurred approximately $341,000 and $270,000 of expense for the years ended December 31, 2025 and 2024, respectively, related to the 401(k) Plan, which is recorded in other underwriting expenses on the accompanying Consolidated Statements of Income and Comprehensive Income.
Deferred Compensation Plan
On June 18, 2018, the Company adopted the Kingstone Companies, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan"). Effective December 22, 2022, the Company terminated the Deferred Compensation Plan. The assets of the Deferred Compensation Plan were liquidated in September 2024, by making payments to participants in full satisfaction of their interest in the Deferred Compensation Plan.
Note 17 -Commitments and Contingencies
Litigation
From time to time, the Company is involved in various legal proceedings in the ordinary course of business. For example, to the extent a claim is asserted by a third party in a lawsuit against one of the Company’s insureds covered by a particular policy, the Company may have a duty to defend the insured party against the claim. These claims may relate to bodily injury, property damage or other compensable injuries as set forth in the policy. Such proceedings are considered in estimating the liability for loss and LAE expenses.
Office Leases
The Company enters into lease agreements for real estate that is primarily used for office space in the ordinary course of business. These leases are accounted for as operating leases, whereby lease expense is recognized on a straight-line basis over the term of the lease. See Note 2 - Accounting Policies for additional information regarding the accounting for leases.
On February 10, 2025, KICO entered into a lease agreement for an office facility located in Kingston, New York under an operating lease. The lease commenced on March 1, 2025 (the "Commencement Date") and will expire on March 31, 2030. KICO has the option to renew the lease for an additional term offive years. KICO may terminate the lease anytime following the third anniversary of the Commencement Date if its insurance business is sold or substantially all of the Company's assets are sold. Base rent over the term of the lease is $269,777 plus a proportionate share of taxes, common area maintenance costs and insurance.
The Company was a party to a non-cancellable operating lease, dated March 27, 2015, for its office facility for KICO located in Valley Stream, New York which expired on March 31, 2024. The lease was not renewed.
Additional information regarding the Company’s office operating leases is as follows:
| Lease cost | Year endedDecember 31, 2025 | Year endedDecember 31, 2024 |
|---|---|---|
| Operating lease | $44,638 | $41,342 |
| Total lease cost | $44,638 | $41,342 |
| Other information on operating leases | ||
| Cash payments included in the measurement of lease | ||
| liability reported in operating cash flows | $40,845 | $49,145 |
| Discount rate | 13.75% | 5.50% |
| Remaining lease term in years | 4.16 | — |
Operating lease right-of-use assets, included inother assets, were $136,209 and $0 as of December 31, 2025 and 2024, respectively. Operating lease right-of-use liabilities, included inaccounts payable, accrued expenses and other liabilities, were $136,209 and $0 as of December 31, 2025 and 2024, respectively.
Rent expense for the years ended December 31, 2025 and 2024 amounted to $44,638 and $41,342, respectively, and is included in the accompanying Consolidated Statements of Income and Comprehensive Income within other underwriting expenses.
Employment Agreements
Meryl Golden, President and Chief Executive Officer; formerly Chief Operating Officer
Employment Agreement effective as of January 1, 2023
On June 27, 2022, the Company and Ms. Golden entered into a second amended and restated employment agreement which took effect as of January 1, 2023, and expired on December 31, 2024 (the “Second Amended Golden Employment Agreement”).
Pursuant to the Second Amended Golden Employment Agreement, Ms. Golden was entitled to receive an annual base salary of $500,000 and an annual bonus equal to 3% of the Company’s consolidated income from operations before taxes, exclusive of the Company’s consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base salary. In addition, pursuant to the Second Amended Golden Employment Agreement, Ms. Golden was granted, under the terms of the 2014 Plan, during each of January 2023 and January 2024, a number of shares of restricted stock determined by dividing $136,500 by the fair market value of the Company’s Common Stock on the date of grant. In January 2023, Ms. Golden was granted 101,111 shares of restricted stock pursuant to this provision. The 2023 grant vested with respect to one-half of the award on the first anniversary of the grant date and one-half of the award on December 31, 2024, based on the continued provision of services through such dates. In January 2024, Ms. Golden was granted 64,085 shares of restricted stock pursuant to this provision. The 2024 grant vested on January 2, 2025, based on the continued provision of services through such date. Further, pursuant to the Second Amended Golden Employment Agreement, Ms. Golden would be entitled to receive, under certain circumstances, a payment equal to 1.5 times her then annual base salary and her accrued bonus in the event of the termination of her employment within eighteen months following a change of control of the Company.
Effective as of October 1, 2023, Ms. Golden was appointed to the position of President and Chief Executive Officer of the Company.
Employment Agreement to be effective as of January 1, 2025
On April 15, 2024, the Company and Ms. Golden entered into a third amended and restated employment agreement (the “Third Amended Golden Employment Agreement”). The Third Amended Golden Employment Agreement was effective as of January 1, 2025 and, as amended, extends the expiration date of the Second Amended Golden Employment Agreement currently in effect for Ms. Golden from December 31, 2025 to January 10, 2027. Pursuant to the Third Amended Golden Employment Agreement, Ms. Golden is entitled to receive an annual base salary of $550,000 (increased from $500,000 previously in effect) and an annual bonus equal to 3% of the Company’s consolidated income from operations before taxes, exclusive of the Company’s consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base annual salary (the same as previously in effect). Pursuant to the Third Amended Golden Employment Agreement (and as provided for in the Second Amended Golden Employment Agreement), in the event that Ms. Golden’s employment is terminated by the Company without cause or she resigns for good reason (each as defined in the Third Amended Golden Employment Agreement), Ms. Golden would be entitled to receive her base salary and the 3% bonus for the remainder of the term. Ms. Golden would be entitled, under certain circumstances, to a payment equal to 1.5 times her then annual salary and her accrued 3% bonus in the event of the termination of her employment following a change of control of the Company (also as is provided for in the Second Amended Golden Employment Agreement). Pursuant to the Third Amended Golden Employment Agreement, Ms. Golden received during January 2025, and January 2026, a grant of 40,000 shares of restricted stock. The 2025 grant will become vested with respect to one-half of the award on the first anniversary of the grant date and one-half on December 31, 2026. The 2026 grant will become vested on the first anniversary of the grant date.
Randy Patten, Chief Financial Officer, Vice President and Treasurer (effective August 25, 2025)
On July 23, 2025, the Company and Randy Patten entered into an employment agreement (the “Patten Employment Agreement”) pursuant to which Mr. Patten serves as the Company’s Chief Financial Officer, Vice President and Treasurer. Mr. Patten also serves as KICO’s Chief Financial Officer, Vice President and Treasurer. The Patten Employment Agreement was effective as of August 25, 2025 (the "Effective Date") and will expire on August 25, 2028 (the "Expiration Date"). The term of the Patten Employment Agreement shall automatically be extended for one year periods beyond the Expiration Date unless either party provides written notice to the other party, no later than four months preceding the Expiration Date (or the end of the term, if extended), of its or his desire that the term not be extended.
Pursuant to the Patten Employment Agreement, Mr. Patten is entitled to receive an annual base salary of $400,000 and shall participate in the Company's Bonus Plan, including with respect to the SLT RSA bonus, each as described in Note 16 – Employee Benefit Plans, Employee Bonus Plan. In accordance with the Bonus Plan, Mr. Patten's cash bonus target will be 25% of his base salary. Pursuant to the Patten Employment Agreement, Mr. Patten's minimum cash bonus for the calendar year ended December 31, 2025 was $35,000.
On September 12, 2025, the Company paid to Mr. Patten a sign-on bonus of $200,000 (the “Sign-on Bonus”). In the event that, prior to the first anniversary of the Effective Date, Mr. Patten's employment with the Company is terminated by the Company for cause (as defined in the Patten Employment Agreement) or by Mr. Patten without good reason (as defined in the Patten Employment Agreement), Mr. Patten would be obligated to promptly repay the Sign-on Bonus to the Company. At its option, the Company shall have the right to offset such Sign-on Bonus repayment obligation against any and all amounts payable to Mr. Patten.
Pursuant to the Patten Employment Agreement, Mr. Patten was entitled to receive a restricted stock grant of a number of shares of Common Stock determined by dividing $600,000 by the fair market value of the Company’s Common Stock on the date of grant. On the Effective Date, Mr. Patten was granted 43,290 shares of restricted stock pursuant to this provision. Such stock grant will become vested with respect to 25% of the award on each of the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.
Barry Goldstein, formerly Executive Chairman of the Board, President and Chief Executive Officer (retired effective September 10, 2024)
Upon Mr. Goldstein's retirement on September 10, 2024, the balance of his previously unvested shares became fully vested.
Note 18 -Earnings Per Common Share
Basic net earnings per common share is computed by dividing net income by the weighted-average number of shares of Common Stock outstanding. Diluted earnings per common share reflects, in periods in which it has a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants as well as non-vested restricted stock awards. The computation of diluted earnings per common share excludes those options and warrants with an exercise price in excess of the average market price of the Company’s Common Stock during the periods presented. For the years ended December 31, 2025 and 2024, there were -0- and 2,828 options, respectively, with an exercise price in excess of the average market price of the Company’s Common Stock during the period. For the years ended December 31, 2025 and 2024, there were no warrants with an exercise price in excess of the average market price of the Company’s Common Stock during the period.
The computation of diluted earnings per common share excludes outstanding options, warrants and non-vested restricted stock awards in periods where the exercise of such options and warrants or vesting of such restricted stock awards would be anti-dilutive. For the years ended December 31, 2025 and 2024, there were no options, warrants or restricted stock awards that were anti-dilutive for the relevant periods.
The reconciliation of the weighted average number of shares of Common Stock used in the calculation of basic and diluted earnings per common share follows:
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average number of shares outstanding | 13,926,024 | 11,478,899 |
| Effect of dilutive securities, common share equivalents: | ||
| Stock options | 171,449 | 205,961 |
| Warrants | - | 554,516 |
| Restricted stock awards | 45,700 | 184,393 |
| Weighted average number of shares outstanding, | ||
| used for computing diluted earnings per share | 14,143,173 | 12,423,769 |
Note 19 -Segment Information
The Company reports results of operations for its reportable segments consistent with the manner in which its chief operating decision maker ("CODM") reviews the business to assess performance and allocate resources. The Company identifies its CODM to be its President and Chief Executive Officer.
The Company evaluates the results of its single reportable segment as follows:
Insurance operations are evaluated on (i) underwriting results (net premiums earned, ceding commission earned, other income, loss and loss adjustment expenses, commission expense, and other underwriting expenses), equating to the components of the net combined ratio.
Investments from the insurance operation are primarily evaluated on net investment income and its return on equity contribution.
Net (losses) gains on investments, gain on sale of real estate, other operating expenses are corporate expenses, depreciation and amortization, interest expense, and income tax, which are broken out below the insurance operations components of the net combined ratio to return to the consolidated net income.
The Company's CODM uses these measures of profit or loss predominantly in the annual budget and forecasting process, considering budget-to-actual variances throughout the year. The CODM also uses these profit measures for evaluating (i) financial performance, (ii) pricing in the Company's insurance operations, and (iii) employee compensation.
The Company does not allocate items not included in the net combined ratio. Such items include net gains on investments, depreciation and amortization, interest expense, corporate expenses included in other operating expenses, and assets to these segments. The Company does not allocate income taxes to its segments. The Company does not manage those segments on after-tax results.
The following tables reconciles the revenue and expense components of the net combined ratio to consolidated net income for the periods presented.
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue components of net combined ratio | ||
| Net premiums earned | $187,126,722 | $128,497,920 |
| Ceding commission revenue | 15,674,971 | 18,837,946 |
| Other income | 610,212 | 549,967 |
| Total revenue components of net combined ratio | 203,411,905 | 147,885,833 |
| Expense components of net combined ratio | ||
| Loss and loss adjustment expenses | 84,265,722 | 62,634,716 |
| Commission expense | 40,726,801 | 33,929,333 |
| Other underwriting expenses | 31,718,770 | 25,692,727 |
| Total expense components of net combined ratio | 156,711,293 | 122,256,776 |
| Operating segment net income | 46,700,612 | 25,629,057 |
| Reconciliation of net income components | ||
| excluded from net combined ratio: | ||
| Revenue components excluded from net combined ratio | ||
| Net investment income | 9,798,764 | 6,823,590 |
| Net (losses) gains on investments | (309,994) | 414,551 |
| Realized gain on sale of real estate | 1,965,989 | — |
| Other income | 637 | 18,129 |
| Total revenue components excluded | ||
| from net combined ratio | 11,455,396 | 7,256,270 |
| Expense components excluded from net combined ratio | ||
| Other operating expenses | 4,105,310 | 3,634,583 |
| Depreciation and amortization | 2,559,835 | 2,448,932 |
| Interest expense | 445,213 | 3,513,655 |
| Income tax | 10,278,522 | 4,929,721 |
| Total expense components excluded | ||
| from net combined ratio | 17,388,880 | 14,526,891 |
| Total net loss components | ||
| excluded from net combined ratio: | (5,933,484) | (7,270,621) |
| Consolidated net income | $40,767,128 | $18,358,436 |
The following table shows the calculation of the net combined ratio and return on equity from net investment income for the periods presented.
| Years ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Net combined ratio | ||
| Net loss ratio | 45.0% | 48.7% |
| Net underwriting expense ratio | 30.0% | 31.3% |
| Net combined ratio | 75.0% | 80.0% |
| Reconciliation of net underwriting expense ratio: | ||
| Commission expense and other | ||
| underwriting expenses | 72,445,571 | 59,622,060 |
| Less: Ceding commission revenue | (15,674,971) | (18,837,946) |
| Less: Other income | (610,212) | (549,967) |
| Total commission expense and other | ||
| underwriting expenses | $56,160,388 | $40,234,147 |
| Net earned premium | $187,126,722 | $128,497,920 |
| Net underwriting expense ratio | 30.0% | 31.3% |
| Return on equity on net investment income | ||
| Stockholders' equity beginning of period | $66,708,451 | $34,504,139 |
| Stockholders' equity end of period | $122,731,249 | $66,708,451 |
| Average stockholders' equity | $94,719,850 | $50,606,295 |
| Net investment income | $9,798,764 | $6,823,590 |
| Return on equity on net investment income | 10.3% | 13.5% |
| Total assets | $453,425,151 | $374,915,843 |
Note 20 -Sale of Real Estate
On February 5, 2025, a subsidiary of the Company entered into a contract of sale with Ulster County, New York (the “County”) for the sale to the County of the Company’s headquarters building in Kingston, New York, along with an adjacent mixed-use property (collectively, the “Property”). The purchase price for the Property was $3,600,000. The closing of the sale was on March 19, 2025.
Note 21 -Subsequent Events
The Company has evaluated events that occurred subsequent to December 31, 2025 through March 16, 2026, the date these consolidated financial statements were issued, for matters that required disclosure or adjustment in these consolidated financial statements.
Effective January 1, 2026, the Company entered into a new quota share reinsurance treaty for its personal lines business and a new underlying excess of loss treaty (see Note 7 – Reinsurance).
Equity
Employee Stock Purchase Plan
Effective January 1, 2026, the Company initiated an offering period of January 1, 2026 through December 31, 2026 under the ESPP. See Note 12 - Stockholders' Equity.
Dividend Declared
On January 21, 2026, the Company’s Board of Directors approved a quarterly dividend of $0.05 per share payable in cash on February 26, 2025 to stockholders of record as of the close of business on February 11, 2026. See Note 12 – Stockholders’ Equity.
Statutory Financial Information
On February 19, 2026, KICO paid a dividend of $1,800,000 to the Holding Company. See Note 13 - Statutory Financial Information.
2026 Guidance
During the first quarter of 2026, winter weather in the Northeast United States has been more severe than recent winters with losses incurred from seven catastrophe events during the months of January and February 2026. The 2026 guidance disclosed in the Company's Form 8-K filing on March 5, 2026, assumes higher-than-average catastrophe losses in the first quarter and full year of 2026.
Note 22 –Quarterly Financial Data (Unaudited)
The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2025 and 2024:
| March 31, | June 30, | September 30, | December 31, | Total | |
|---|---|---|---|---|---|
| Net premiums earned | $43,523,063 | $46,215,260 | $47,925,053 | $49,463,346 | $187,126,722 |
| Ceding commission revenue | 2,958,691 | 3,081,556 | 4,900,401 | 4,734,323 | 15,674,971 |
| Net investment income | 2,048,596 | 2,300,267 | 2,499,071 | 2,950,830 | 9,798,764 |
| Net (losses) gains on investments | (137,979) | 546,451 | 182,122 | (900,588) | (309,994) |
| Realized gain on sale of real estate | 1,965,989 | — | — | — | 1,965,989 |
| Total revenues | 50,498,775 | 52,294,779 | 55,652,490 | 56,421,257 | 214,867,301 |
| Loss and loss adjustment expenses | 27,175,078 | 17,927,162 | 21,232,324 | 17,931,158 | 84,265,722 |
| Commission expense and | |||||
| other underwriting expenses | 16,718,302 | 18,356,996 | 18,666,524 | 18,703,749 | 72,445,571 |
| Net income | 3,882,660 | 11,252,332 | 10,872,475 | 14,759,661 | 40,767,128 |
| Basic earnings per share | $0.29 | $0.81 | $0.77 | $1.04 | $2.93 |
| Diluted earnings per share | $0.27 | $0.78 | $0.74 | $1.03 | $2.88 |
| March 31, | June 30, | September 30, | December 31, | Total | |
|---|---|---|---|---|---|
| Net premiums earned | $28,819,902 | $30,303,612 | $33,407,194 | $35,967,212 | $128,497,920 |
| Ceding commission revenue | 4,567,111 | 4,561,961 | 4,741,676 | 4,967,198 | 18,837,946 |
| Net investment income | 1,502,860 | 1,764,596 | 1,649,673 | 1,906,461 | 6,823,590 |
| Net gains (losses) on investments | 726,391 | (233,606) | 826,522 | (904,756) | 414,551 |
| Total revenues | 35,765,177 | 36,502,115 | 40,771,728 | 42,103,083 | 155,142,103 |
| Loss and loss adjustment expenses | 17,859,587 | 14,238,308 | 13,027,597 | 17,509,224 | 62,634,716 |
| Commission expense and | |||||
| other underwriting expenses | 13,732,417 | 14,133,005 | 15,898,844 | 15,857,794 | 59,622,060 |
| Net income | 1,426,679 | 4,514,937 | 6,978,145 | 5,438,675 | 18,358,436 |
| Basic earnings per share | $0.13 | $0.41 | $0.61 | $0.44 | $1.60 |
| Diluted earnings per share | $0.12 | $0.37 | $0.55 | $0.40 | $1.48 |
Due to changes in number of shares outstanding from quarter to quarter, the total earnings per share of the four quarters may not necessarily equal the total earnings per share for the year.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.