STEWART INFORMATION SERVICES CORP
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
STC$44.81-2.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)Financial Statements and Financial Statement Schedules
The financial statements and financial statement schedules filed as part of this report are listed in the Index to Consolidated Financial Statements and Financial Statement Schedules of this document. All other schedules are omitted, as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
(b)Exhibits required to be filed by Item 601 of Regulation S-K are listed below.
| Exhibit | ||
|---|---|---|
| 3.1 | — | Restated Certificate of Incorporation of the Registrant, dated April 28, 2016 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed April 29, 2016) |
| 3.2 | — | Fifth Amended and Restated By-Laws of the Registrant, as of December 27, 2022 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed December 30, 2022) |
| 4.1* | — | Description of Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934 |
| 4.2 | — | Amended and Restated Credit Agreement, dated effective as of November 9, 2018, among the Registrant, the guarantors named therein, Compass Bank, as administrative agent, and the lenders party thereto. (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed on November 13, 2018) |
| 4.3 | — | First Amendment to Amended and Restated Credit Agreement, dated effective as of May 7, 2020, by and among the Registrant, the guarantors named therein, BBVA USA, f/k/a Compass Bank, N.A., as administrative agent for the lenders, and the Lenders party thereto (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed May 11, 2020) |
| 4.4 | — | Second Amendment to Amended and Restated Credit Agreement, dated effective as of March 23, 2021, by and among the Registrant, the guarantors named therein, BBVA USA, f/k/a Compass Bank, N.A., as administrative agent for the lenders, and the Lenders party thereto (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed March 25, 2021) |
| 4.5 | — | Credit Agreement, dated October 28, 2021, among the Registrant, PNC Bank, as Administrative Agent, Swingline Loan Lender and Issuing Lender, the Guarantors, and Lenders Party thereto (incorporated by reference in this report from Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on November 3, 2021) |
| 4.6 | — | Indenture, dated November 24, 2021, between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference in this report from Exhibit 4.1 of the Current Report on Form 8-K filed November 24, 2021) |
| 4.7 | — | First Supplemental Indenture, dated November 24, 2021, between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference in this report from Exhibit 4.2 of the Current Report on Form 8-K filed November 24, 2021) |
| 4.8 | — | Second Supplemental Indenture, dated November 24, 2021, between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference in this report from Exhibit 4.3 of the Current Report on Form 8-K filed November 24, 2021) |
| 4.9 | — | Form of 3.6% Senior Notes due 2031 of the Registrant (incorporated by reference in this report from Exhibit 4.3 of the Current Report on Form 8-K filed November 24, 2021) |
| 10.1† | — | Deferred Compensation Agreements dated March 10, 1986, amended July 24, 1990 and October 30, 1992, between the Registrant and certain executive officers (incorporated by reference in this report from Exhibit 10.2 of the Annual Report on Form 10-K for the year ended December 31, 1997) |
| 10.2† | — | Amended and Restated Employment Agreement, effective December 3, 2024, by and between the Registrant and Frederick Eppinger (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed December 3, 2024) |
| Exhibit | ||
|---|---|---|
| 10.3† · Employment Agreement entered as of December 27, 2022 and effective as of January 1, 2023, by and between the Registrant and Elizabeth Giddens (incorporated by reference in this report from Exhibit 10.2 of the Quarterly Report on Form 10-Q filed August 6, 2024) | ||
| 10.4† | — | Amended and Restated Employment Agreement entered as of June 1, 2020 and effective as of January 1, 2020, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed June 4, 2020) |
| 10.5† | — | Amended and Restated Employment Agreement entered as of June 1, 2020 and effective as of January 1, 2020, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.2 of the Current Report on Form 8-K filed June 4, 2020) |
| 10.6† | — | Stewart Information Services Corporation 2020 Incentive Plan (incorporated by reference in this report from Appendix 1 to the Registrant’s definitive proxy statement on Schedule 14A filed on April 24, 2020) |
| 10.7† | — | First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed May 9, 2024) |
| 10.8† | — | Form of 2024 Stock Unit Award Agreement, effective March 26, 2024, by and between the Registrant and its executive officers (incorporated by reference in this report from Exhibit 10.1 of the Quarterly Report on Form 10-Q filed May 7, 2024) |
| 10.9† | — | Form of 2024 Restricted Stock Unit Agreement, effective March 26, 2024, by and between the Registrant and its executive officers (incorporated by reference in this report from Exhibit 10.2 of the Quarterly Report on Form 10-Q filed May 7, 2024) |
| 10.10† | — | Stock Option Agreement, effective March 10, 2021, by and between the Registrant and Frederick H. Eppinger (incorporated by reference in this report from Exhibit 10.3 of the Quarterly Report on Form 10-Q filed May 4, 2021) |
| 10.11† | — | Stock Option Agreement, dated February 7, 2020, by and between the Registrant and Frederick H. Eppinger (incorporated by reference in this report from Exhibit 10.11 of the Annual Report on Form 10-K for the year ended December 31, 2019 filed February 27, 2020) |
| 10.12† | — | Stock Option Agreement, effective March 10, 2021, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.6 of the Quarterly Report on Form 10-Q filed May 4, 2021) |
| 10.13† | — | Stock Option Agreement, dated February 7, 2020, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.12 of the Annual Report on Form 10-K for the year ended December 31, 2019 filed February 27, 2020) |
| 10.14† | — | Stock Option Agreement, effective March 10, 2021, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.13 of the Quarterly Report on Form 10-Q filed May 4, 2021) |
| 10.15 | — | Stewart Information Services Corporation 2020 Employee Stock Purchase Plan (incorporated by reference herein from Appendix 2 to the Registrant’s definitive proxy statement on Schedule 14A filed on April 24, 2020) |
| 14.1* | — | Code of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer |
| 19.1* | — | Securities Trading and Investment Policy of the Registrant |
| 21.1* | — | Subsidiaries of the Registrant at December 31, 2024 |
| 23.1* | — | Consent of KPMG LLP |
| 31.1* | — | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | — | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | — | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | — | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| Exhibit | ||
|---|---|---|
| 97.1* | — | Compensation Recoupment Policy of the Registrant (incorporated by reference in this report from Exhibit 97.1 of the Annual Report on Form 10-K for the year ended December 31, 2023) |
| 101.INS* | — | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | — | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | — | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | — | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | — | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | — | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith
† Management contract or compensatory plan
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