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INVESTORS TITLE CO

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 16, 2026

ITIC$259.84+1.4%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

  1. Basis of Presentation and Summary of Significant Accounting Policies

Description of Business: Investors Title Company’s (the “Company”) two primary business segments are title insurance and exchange services. The title insurance segment, through itstwo subsidiaries, Investors Title Insurance Company (“ITIC”) and National Investors Title Insurance Company (“NITIC”), is licensed to insure titles to residential, institutional, commercial and industrial properties. The Company issues title insurance policies directly and through a network of agents in 22 states, primarily in the eastern half of the United States. The majority of the Company’s title insurance business is concentrated in North Carolina, Texas, Georgia, South Carolina and Florida.

Investors Title Exchange Corporation (“ITEC”) acts as an intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investments, while Investors Title Accommodation Corporation (“ITAC”) provides services for accomplishing reverse exchanges when taxpayers decide to acquire replacement property before selling the relinquished property.

Principles of Consolidation and Basis of Presentation: The accompanying Consolidated Financial Statements include the accounts and operations of Investors Title Company and its subsidiaries, and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies: The significant accounting policies of the Company are summarized below.

Cash and Cash Equivalents

For the purpose of presentation in the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, cash equivalents are highly liquid instruments with remaining original maturities of three months or less. The carrying amount of cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity at purchase of these instruments.

Investments in Securities

Investments in Fixed Maturity Securities: Fixed maturity securities are classified as available-for-sale and reported at estimated fair value with unrealized gains and losses, net of tax and adjusted for recognized impairment, reported as accumulated other comprehensive income. Securities are regularly reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in fair value is impaired. In evaluating available-for-sale fixed maturity securities in unrealized loss positions for impairment and the criteria regarding its intent or requirement to sell such securities, the Company considers the extent to which estimated fair value is less than amortized cost, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuers’ financial condition, among other factors. If the Company intends to sell an available-for-sale security in an unrealized loss position, or determines that it is more likely than not that the Company will be required to sell the security before it recovers its amortized cost basis, the security is impaired and it is written down to estimated fair value with all losses recognized in earnings. For available-for-sale fixed maturity securities in an unrealized loss position for which the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security, the Company evaluates the securities to determine whether the decline in the estimated fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit-related is recognized in other comprehensive income (loss), net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses (“ACL”) in the Consolidated Balance Sheets, limited to the amount by which the amortized cost basis exceeds the estimated fair value, with a corresponding adjustment to earnings.

The ACL may be reversed if conditions change through an adjustment to the Consolidated Statements of Operations. Changes in the ACL are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the ACL when management believes the uncollectability of an available-for-sale fixed maturity security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable is excluded from the estimate of credit losses. Impairment reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. Realized gains and losses are determined on the specific identification method. Refer to Note 3 for further information about the Company’s investments in fixed maturity securities.

Investments in Equity Securities: Equity securities represent ownership interests held by the Company in entities for investment purposes. Realized gains and losses on the sale of investment securities and changes in the estimated fair value of equity security investments are reported in the Consolidated Statements of Operations as net investment gains. Realized investment gains and losses from sales are recorded on the trade date and are determined using the specific identification method. Refer to Note 3 for further information about the Company’s investments in equity securities.

Other Investments

Other investments consist of investments in real estate and unconsolidated affiliated entities, typically structured as limited liability companies ("LLCs"), without readily determinable fair values. As of December 31, 2025, the Company had investments in real estate of $7.4 million and investments in unconsolidated affiliated entities of $16.0 million. As of December 31, 2024, the Company had investments in real estate of $7.5 million and investments in unconsolidated affiliated entities of $13.1 million.

Real estate investments are reported at amortized cost. Depreciation and other related expenses are recorded as an offset to the related rental income. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of real estate investments and makes any necessary adjustments, with any reductions in the carrying amount of these investments recorded in net investment gains in the Consolidated Statement of Operations when recognized. Lease rental income earned by the Company, which does not have a material impact on the Company's results of operations, is included with other revenues in the Consolidated Statements of Operations.

Investments in unconsolidated affiliated entities are accounted for under either the equity method or the measurement alternative method. The measurement alternative method is used when an investment does not qualify for either the equity method or an estimated fair value using the net asset value per share. Under the measurement alternative method, investments are recorded at cost, less any impairment and plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments.

Short-Term Investments

Short-term investments are comprised of money market accounts which are invested in short-term funds, U.S. Treasury bills, commercial paper, certificates of deposit, and other investments expected to have maturities or redemptions greater than three months and less than twelve months.

Property Acquired in Settlement of Claims

Property acquired in settlement of claims is held for sale and valued at the lower of cost or estimated realizable value, net of any indebtedness on the property. Adjustments to reported estimated realizable values and realized gains or losses on dispositions are recorded as increases or decreases in claim costs. Properties acquired in settlement of claims are included in other assets in the Consolidated Balance Sheets.

Property, net

Property and equipment are recorded at cost and are depreciated principally under the straight-line method over the estimated useful lives (3 to 25 years) of the respective assets. Maintenance and repairs are charged to operating expenses and improvements are capitalized.

Reserve for Claims

The total reserve for all reported and unreported losses the Company incurred through December 31, 2025 is represented by the reserve for claims. The Company’s reserve for unpaid losses and loss adjustment expenses is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders which may be reported in the future (incurred but not reported, or “IBNR”). Despite the variability of such estimates, management believes that the reserve is adequate to cover claims losses resulting from pending and future claims for policies issued through December 31, 2025. The Company continually reviews and adjusts its reserve estimates as necessary to reflect its loss experience and any new information that becomes available. Adjustments resulting from such reviews may be significant.

Management records a provision for future claim payments at the time the related premium revenue is recognized by applying a loss provision rate against net premiums written. Management determines its loss provision rate through the consideration of factors such as the Company’s historical claim experience, case reserve estimates on reported claims, large claims, actuarial projections, and other relevant factors. The Company’s specialist utilizes accepted actuarial methodologies when performing the actuarial projections. Management’s assumptions include assumed comparability to its historical claims experience unless factors, such as loss experience and charged premium rates, change significantly, as well as assumptions around large losses related to fraud and defalcation.

Claims losses paid are charged to the reserve for claims. Although claims losses are typically paid in cash, occasionally claims are settled by purchasing the interest of the insured or the claimant in the real property. When this event occurs, the acquiring company carries the assets as property acquired in the settlement of claims.

Income Taxes

The Company makes certain estimates and judgments in determining income tax expense (benefit) for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. The Company provides for deferred income taxes (benefits) for the tax consequences in future years of temporary differences between the financial statements’ carrying values and the tax bases of assets and liabilities using currently enacted tax rates. The Company establishes a valuation allowance if it believes that it is more likely than not that some or all of its deferred tax assets will not be realized. Refer to Note 8 for further information regarding income taxes.

Premiums Written and Commissions to Agents

Generally, title insurance premiums are recognized at the time of settlement of the related real estate transaction, as the earnings process is then considered complete, irrespective of the timing of issuance of a title insurance policy or commitment. Expenses typically associated with premiums, including agent commissions, premium taxes, and a provision for future claims, are recognized concurrent with recognition of related premium revenue.

Allowance for Doubtful Accounts

Company management continually evaluates the collectability of receivables and provides an allowance for doubtful accounts equal to estimated losses expected to be incurred in the collection of premiums and fees receivable over the term of the receivables. On a quarterly basis, the Company considers its historical loss experience as well as current conditions and reasonable and supportable forecasts to determine the allowance for doubtful accounts. Changes to the allowance for doubtful accounts are reflected within net premiums written in the Consolidated Statements of Operations.

Receivables deemed uncollectible have not been material to the Company.

Exchange Services Revenue

Fees are recognized at the signing of a binding agreement, as the earnings process, or performance obligation, is then considered to be complete. Investment earnings are recognized as they are earned. Exchange services revenue is included in non-title services in the Consolidated Statements of Operations.

Fair Values of Financial Instruments

The carrying amounts reported in the Consolidated Balance Sheets for cash and cash equivalents, short-term investments, premium and fees receivable, accrued interest and dividends, accounts payable, commissions payable, reinsurance payable and current income taxes recoverable/payable approximate fair value due to the short-term nature of these assets and liabilities. Estimated fair values for the majority of investment securities are based on quoted market prices. Refer to Note 3 for further information regarding investments in securities and fair value.

Accumulated Other Comprehensive Income

The Company’s accumulated other comprehensive income is comprised of unrealized holding gains or losses on available-for-sale securities, net of tax, and unrealized gains or losses associated with postretirement benefit liabilities, net of tax. Accumulated other comprehensive income as of December 31, 2025 consists of $992 thousand of unrealized holding gains on available-for-sale securities and $99 thousand of unrecognized actuarial gains associated with postretirement benefit liabilities. Accumulated other comprehensive income as of December 31, 2024 consists of $300 thousand of unrealized holding gains on available-for-sale securities and $55 thousand of unrecognized actuarial gains associated with postretirement benefit liabilities. Accumulated other comprehensive income as of December 31, 2023 consists of $583 thousand of unrealized holding gains on available-for-sale securities and $55 thousand of unrecognized actuarial gains associated with postretirement benefit liabilities. Refer to Note 18 for further information regarding accumulated other comprehensive income.

Share-Based Compensation

Share-based compensation cost is generally measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the employee’s requisite service period.

As the share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Goodwill

Goodwill represents the excess of cost over fair value of identifiable net assets acquired and assumed in a business combination. Goodwill was reviewed for impairment as of December 31, 2025, and is reviewed at least annually, or when events or changes in circumstances indicate the carrying value may not be recoverable. When evaluating whether goodwill is impaired, the Company determines through qualitative analysis whether relevant events and circumstances indicate that it is more likely than not that goodwill balances are impaired as of the testing date. If the qualitative analysis does not indicate that an impairment of goodwill is more likely than not, then no other specific quantitative impairment testing is required. If it is determined that it is more likely than not that an impairment exists, the Company performs a quantitative assessment whereby a discounted cash flow analysis is utilized to determine an estimated fair value. The estimated fair value is compared to the carrying value of goodwill as of the measurement date. The discounted cash flows used in estimating fair value are dependent on a number of significant assumptions, and therefore estimated fair value measurements are subject to change given the inherent uncertainty in predicting future results and cash flows.

Other Intangible Assets

The Company’s other intangible assets consist of non-compete agreements, referral relationships and trade names resulting from agency acquisitions; all of which are recorded at the acquisition date fair value. Assets with remaining useful lives will be amortized on a straight-line basis over those useful lives, which range from approximately 1 month to 30 years as of December 31, 2025. Other intangible assets are reviewed for impairment at least annually or when events or changes in circumstances indicate the carrying value may not be recoverable.

Title Plants

Title plants represent a historical record of matters affecting title to parcels of land in a particular geographic area. Title plants are recorded at the cost incurred to construct or obtain and organize historical title information to the point it can be used to perform title searches. Costs incurred to maintain, update and operate title plants are expensed as incurred. Title plants are not amortized as they are considered to have an indefinite life with no diminishment of value if properly maintained; but are subject to impairment evaluation, which the Company performs on at least an annual basis.

Leases

At inception, the Company determines if an arrangement is a lease. The Company enters into lease agreements that are primarily used for office space, and the majority of current leases are accounted for as operating leases. Amounts related to leases are included in lease assets and lease liabilities in the Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the stated lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from a lease. Lease assets and liabilities are recognized at the date of the lease commencement, and are based on the present value of lease payments over the lease term. The Company's current leases do not provide an implicit interest rate, thus the Company utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields in determining the present value of lease payments. A portion of the Company's current leases includes an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the date of adoption that the lease was expected to be renewed or extended. A lease expense is recognized on a straight-line basis over the lease term. Adjustments for straight-line rental expense for the periods presented are not material and as such, the lease expense recognized was reflected in cash used in operating activities for the respective periods. Refer to Note 9 for further information about the Company's leases.

Subsequent Events

The Company has evaluated and concluded that there were no material subsequent events requiring adjustment or disclosure to its Consolidated Financial Statements.

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures. The update expands income tax disclosures, including the rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 for the year ended December 31, 2025, on a retrospective basis, with no impact on its financial position or results of operations. Refer to Note 8 to the Consolidated Financial Statements for further information on income taxes.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The update requires that an entity disclose additional information about specific expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the effect of this guidance on its financial statement disclosures, however, adoption will not impact its financial position or results of operations.

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The update modifies the accounting for internal-use software development costs by eliminating the stage-based model and establishing new capitalization criteria that apply once a project is authorized and funded, and it is probable the software will be completed and used as intended. The new guidance also introduces the concept of significant development uncertainty to help entities determine the appropriate timing of capitalization and integrates prior website development guidance into Accounting Standards Codification (“ASC”) 350-40. The update is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting this guidance and does not expect the adoption to have a material effect on its financial position or results of operations.

Use of Estimates and Assumptions

The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures 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 and the accompanying Notes to Consolidated Financial Statements. Actual results could differ materially from those estimates and assumptions used. The more significant of these estimates and assumptions include the following:

Claims: The Company’s reserve for claims is established using estimated amounts required to settle claims for which notice has been received (reported) and the amount estimated to be required to satisfy incurred claims of policyholders which have been incurred but not reported. A provision for estimated future claims payments is recorded at the time policy revenue is recorded as a percentage of net premiums written. By their nature, title claims can often be complex, vary greatly in dollar amounts, vary in number due to economic and market conditions such as an increase in mortgage foreclosures, and involve uncertainties as to ultimate exposure. In addition, some claims may require a number of years to settle and determine the final liability for indemnity and loss adjustment expense. The payment experience may extend for more than 20 years after the issuance of a policy. Events such as fraud, defalcation and multiple property defects can substantially and unexpectedly cause increases in estimates of losses. Due to the length of time over which claim payments are made and regularly occurring changes in underlying economic and market conditions, these estimates are subject to variability.

Management considers factors such as the Company’s historical claims experience, case reserve estimates on reported claims, large claims, actuarial projections and other relevant factors in determining its loss provision rates and the aggregate recorded expected liability for claims. In establishing the reserve, actuarial projections are compared with recorded reserves to evaluate the adequacy of such recorded claims reserves and any necessary adjustments are then recorded in the current period’s Consolidated Statements of Operations. As the most recent claims experience develops and new information becomes available, the loss reserve estimate related to prior periods will change to more accurately reflect updated and improved emerging data. The Company reflects any adjustments to the reserve in the results of operations in the period in which new information (principally claims experience) becomes available.

Premiums written: Premium revenues issued directly and by agency operations include accruals for transactions which have settled but have not been reported as of the balance sheet date. To determine the estimated premiums, the Company uses historical experience, as well as other factors, to make certain assumptions about the average elapsed time between the Company’s initial notification of an opened order and the final settlement of the related real estate transaction. From time to time, the Company adjusts the inputs to the estimation process as reported transactions and new information becomes available.

Impairments: Securities are regularly evaluated and reviewed for differences between the cost and estimated fair value of each security for factors that may indicate that a decline in estimated fair value is an impairment. When, in the opinion of management, a decline in the estimated fair value of an investment is considered to be an impairment, such investment is written down to its estimated fair value. Some factors considered in evaluating whether or not a decline in estimated fair value is an impairment include the duration and extent to which the estimated fair value has been less than cost; the probability that the Company will be unable to collect all amounts due under the contractual terms of the security; whether the Company has the intent to sell or will more likely than not be required to sell a particular security before recovery in value; and the financial condition and prospects of the issuer (including credit ratings). These factors are reviewed quarterly and any material degradation in the prospect for recovery will be considered in the impairment analysis. Such reviews are inherently uncertain and the value of the investment may not fully recover or may decline in future periods resulting in a realized loss. The estimated fair values of the majority of the Company’s investments are based on quoted market prices from independent pricing services.

  1. Statutory Accounting and Restrictions on Consolidated Shareholders’ Equity and Investments

The Consolidated Financial Statements have been prepared in conformity with GAAP, which differ in some respects from statutory accounting practices prescribed or permitted in the preparation of financial statements for submission to insurance regulatory authorities.

Combined capital and surplus on a statutory basis was $265.4 million and $247.1 million as of December 31, 2025 and 2024, respectively. Net income on a statutory basis was $37.7 million, $30.8 million, and $31.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company has designated approximately $55.6 million and $53.9 million of retained earnings as of December 31, 2025 and 2024, respectively, as appropriated to reflect the required statutory premium and supplemental reserves. Refer to Note 8 for the tax treatment of the statutory premium reserve.

As of December 31, 2025 and 2024, approximately $121.4 million and $118.2 million, respectively, of consolidated shareholders’ equity represents net assets of the Company’s subsidiaries that cannot be transferred in the form of dividends, loans or advances to the parent company under statutory regulations without prior insurance department approval. During 2026, the maximum distributions the insurance subsidiaries can make to the Company without prior approval from applicable regulators total approximately $28.7 million.

Fixed maturity securities with fair market values totaling approximately $6.3 million and $6.1 million at December 31, 2025 and 2024, respectively, are deposited with the insurance departments of the states in which business is conducted.

  1. Investments and Estimated Fair Value

Investments in Fixed Maturity Securities

The estimated fair value, gross unrealized holding gains, gross unrealized holding losses and amortized cost for fixed maturity securities by major classification are as follows:

As of December 31, 2025 (in thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFairValue
Fixed maturity securities, available-for-sale, at fair value:
General obligations of U.S. states, territories and political subdivisions$12,449$74$(31)$12,492
Special revenue issuer obligations of U.S. states, territories and political subdivisions10,76047(10)10,797
Corporate debt securities93,6431,236(52)94,827
Total116,8521,357(93)118,116
As of December 31, 2024 (in thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFairValue
Fixed maturity securities, available-for-sale, at fair value:
Governmental obligations$300$2$—$302
General obligations of U.S. states, territories and political subdivisions8,12911(31)8,109
Special revenue issuer obligations of U.S. states, territories and political subdivisions16,52351(73)16,501
Corporate debt securities87,636556(132)88,060
Total$112,588$620$(236)$112,972

The special revenue category for both periods presented includes approximately 20 individual fixed maturity securities with revenue sources from a variety of industry sectors.

The scheduled maturities of fixed maturity securities at December 31, 2025 are as follows:

Available-for-Sale
(in thousands)AmortizedCostFairValue
Due in one year or less$28,112$28,214
Due after one year through five years62,68163,320
Due after five years through ten years22,17422,458
Due after ten years3,8854,124
Total$116,852$118,116

Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without penalties.

The following table presents the gross unrealized losses on fixed maturity securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous loss position at December 31, 2025 and 2024, respectively:

Less than 12 Months12 Months or LongerTotal
As of December 31, 2025 (in thousands)Estimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized Losses
General obligations of U.S. states, territories and political subdivisions$5,924$(31)$—$—$5,924$(31)
Special revenue issuer obligations of U.S. states, territories and political subdivisions1,192(3)1,260(7)2,452(10)
Corporate debt securities13,659(52)——13,659(52)
Total$20,775$(86)$1,260$(7)$22,035$(93)
Less than 12 Months12 Months or LongerTotal
As of December 31, 2024 (in thousands)Estimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized LossesEstimated Fair ValueUnrealized Losses
General obligations of U.S. states, territories and political subdivisions$1,960$(2)$2,780$(29)$4,740$(31)
Special revenue issuer obligations of U.S. states, territories and political subdivisions5,477(45)2,828(28)8,305(73)
Corporate debt securities22,641(131)149(1)22,790(132)
Total$30,078$(178)$5,757$(58)$35,835$(236)

Management evaluates available-for-sale fixed maturity securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. The decline in estimated fair value of the fixed maturity securities can be attributed primarily to changes in market interest rates and changes in credit spreads over Treasury securities.

Factors considered in determining whether a loss is credit-related include the financial condition and prospects of the issuer (including credit ratings and analyst reports) and macro-economic changes. A total of 32 and 60 fixed maturity securities had unrealized losses at December 31, 2025 and 2024, respectively. The Company does not intend to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. The Company believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in market interest rates and other market conditions, and therefore the unrealized loss is recorded in accumulated other comprehensive income.

Reviews of the values of fixed maturity securities are inherently uncertain and the value of the investment may not fully recover, or may decline in future periods resulting in a realized loss. The Company recorded $0 thousand, $74 thousand, and $201 thousand of impairment charges related to fixed maturity securities for the twelve-month periods ended December 31, 2025, 2024, and 2023, respectively. Expenses related to impairments are recorded in net investment gains in the Consolidated Statements of Operations when recognized.

Investments in Equity Securities

The cost and estimated fair value of equity securities are as follows:

As of December 31, 2025 (in thousands)CostEstimatedFair Value
Equity securities, at fair value:
Common stocks$28,575$41,481
Total$28,575$41,481
As of December 31, 2024 (in thousands)CostEstimatedFair Value
Equity securities, at fair value:
Common stocks$25,980$39,893
Total$25,980$39,893

Changes in the estimated fair value of equity security investments are recorded in net investment gains in the Consolidated Statements of Operations.

Interest and Dividends

Earnings on investments for the years ended December 31 are as follows:

(in thousands)202520242023
Fixed maturity securities$5,233$3,832$2,317
Equity securities1,2881,1201,078
Invested cash and other short-term investments3,4405,7035,659
Miscellaneous interest421
Interest and dividends$9,965$10,657$9,055

Net Investment Gains

Gross realized gains and losses on sales of investments and changes in the estimated fair value of equity security investments for the years ended December 31 are summarized as follows:

(in thousands)202520242023
Gross realized gains from securities:
Corporate debt securities$12$—$—
Common stocks5,4995,52516,350
Total$5,511$5,525$16,350
Gross realized losses from securities:
Common stocks$(859)$(363)$(400)
Impairments of securities—(74)(201)
Total$(859)$(437)$(601)
Net realized gains from securities$4,652$5,088$15,749
Net realized other investment (losses) gains:
Impairments of other assets and investments$(469)$(309)$—
Gains on other investments22425
Losses on other investments—(20)(123)
Total$(467)$(87)$(118)
Net realized investment gains$4,185$5,001$15,631
Changes in the estimated fair value of equity security investments$(1,008)$(318)$(12,183)
Net investment gains$3,177$4,683$3,448

Realized gains and losses are determined on the specific identification method.

Variable Interest Entities

The Company holds investments in variable interest entities (“VIEs”) that are not consolidated in the Company's consolidated financial statements as the Company is not the primary beneficiary. These entities are considered VIEs as the equity investors at risk, including the Company, do not have the power over the activities that most significantly impact the economic performance of the entities; this power resides with a third-party general partner or managing member that cannot be removed except for cause and no participation rights exist. The following table sets forth details about the Company's variable interest investments in VIEs, which are structured either as limited partnerships ("LPs") or LLCs, as of December 31, 2025 and 2024:

December 31, 2025Type of Investment (in thousands) · Balance Sheet Classification · Carrying Value · EstimatedFair Value · Maximum Potential Loss *
Real estate LLCs or LPsOther investments$13,238$14,877$16,592
Small business investment LLCs or LPsOther investments668668—
Total$13,906$15,545$16,592
December 31, 2024Type of Investment (in thousands)Balance Sheet ClassificationCarrying ValueEstimatedFair ValueMaximum PotentialLoss *
Real estate LLCs or LPsOther investments$10,514$11,404$14,653
Small business investment LLCs or LPsOther investments1,1841,1841,403
Total$11,698$12,588$16,056
*Maximum potential loss is calculated as the total investment in the LLC or LP including any capital commitments that may have not yet been called. The Company is not exposed to any loss beyond the total commitment of its investment.

Valuation of Financial Assets

The Financial Accounting Standards Board (“FASB”) has established a valuation hierarchy for disclosure of the inputs used to measure estimated fair value of financial assets and liabilities, such as securities. This hierarchy categorizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions intended to represent market participant assumptions used to measure assets and liabilities at fair value.

A financial instrument’s classification within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement – consequently, if there are multiple significant valuation inputs that are categorized in different levels of the hierarchy, the instrument’s hierarchy level is the lowest level (with Level 3 being the lowest level) within which any significant input falls.

The Level 1 category includes equity securities and U.S. Treasury securities that are measured at estimated fair value using quoted active market prices.

The Level 2 category includes fixed maturity securities such as corporate debt securities, U.S. government obligations, and obligations of U.S. states, territories, and political subdivisions. Estimated fair value is principally based on market values obtained from a third-party pricing service. Factors that are used in determining estimated fair market value include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. The Company receives one quote per security from a third-party pricing service, although as discussed below, the Company does consult other pricing resources when confirming that the prices it obtains reflect the fair values of the instruments in accordance with GAAP. Generally, quotes obtained from the pricing service for instruments classified as Level 2 are not adjusted and are not binding. As of December 31, 2025 and 2024, the Company did not adjust any Level 2 fair values.

A number of the Company’s investment grade corporate debt securities are frequently traded in active markets, and trading prices are consequently available for these securities. However, these securities are classified as Level 2 because the pricing service from which the Company has obtained estimated fair values for these instruments uses valuation models that use observable market inputs in addition to trading prices. Substantially all of the input assumptions used in the service’s model are observable in the marketplace or can be derived or supported by observable market data.

In the measurement of the estimated fair value of certain financial instruments, other valuation techniques were utilized if quoted market prices were not available. These derived fair value estimates are significantly affected by the assumptions used. Additionally, certain financial instruments, including those related to insurance contracts, pension and other postretirement benefits, and equity method investments are excluded from the scope of disclosures.

In estimating the fair value of the financial instruments presented, the Company used the following methods and assumptions:

Cash and cash equivalents

The carrying amount for cash and cash equivalents is a reasonable estimate of fair value due to the short-term maturity of these investments.

Measurement alternative equity investments

The measurement alternative method requires investments without readily determinable fair values to be recorded at cost, less impairments, and plus or minus any changes resulting from observable price changes. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments.

Notes receivable

Notes receivable are recorded at amortized cost and are included in prepaid expenses and other receivables in the Consolidated Balance Sheets. The amortized cost is the amount at which a receivable is originated and adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, collection of cash, writeoffs, foreign exchange, and fair value hedge accounting adjustments. The Company monitors any events or changes in circumstances that may have had a significant adverse effect on the fair value of these investments and makes any necessary adjustments.

Accrued interest and dividends

The carrying amount for accrued interest and dividends is a reasonable estimate of fair value due to the short-term maturity of these assets.

The following table presents, by level, fixed maturity securities carried at estimated fair value as of December 31, 2025 and 2024:

As of December 31, 2025 (in thousands)Level 1Level 2 *Level 3Total
Fixed maturity securities:
Obligations of U.S. states, territories and political subdivisions$—$23,289$—$23,289
Corporate debt securities—94,827—94,827
Total$—$118,116$—$118,116
As of December 31, 2024 (in thousands)Level 1Level 2 *Level 3Total
Fixed maturity securities:
Obligations of U.S. states, territories and political subdivisions$302$24,610$—$24,912
Corporate debt securities—88,060—88,060
Total$302$112,670$—$112,972

*Denotes fair market value obtained from pricing services.

The following table presents, by level, estimated fair values of equity investments and other financial instruments as of December 31, 2025 and 2024:

As of December 31, 2025 (in thousands)Level 1Level 2Level 3Total
Financial assets:
Cash and cash equivalents$20,838$—$—$20,838
Accrued interest and dividends1,476——1,476
Equity securities, at fair value:
Common stocks41,481——41,481
Short-term investments:
Money market funds and U.S. Treasury bills68,763——68,763
Total$132,558$—$—$132,558
As of December 31, 2024 (in thousands)Level 1Level 2Level 3Total
Financial assets:
Cash and cash equivalents$24,654$—$—$24,654
Accrued interest and dividends1,469——1,469
Equity securities, at fair value:
Common stocks39,893——39,893
Short-term investments:
Money market funds and U.S. Treasury bills59,101——59,101
Total$125,117$—$—$125,117

The Company did not hold any Level 3 category debt or marketable equity investment securities as of December 31, 2025 or 2024.

There were no transfers into or out of Levels 1, 2 or 3 during the periods presented.

To help ensure that estimated fair value determinations are consistent with GAAP, prices from our pricing services go through multiple review processes to ensure appropriate pricing. Pricing procedures and inputs used to price each security include, but are not limited to, the following: unadjusted quoted market prices for identical securities such as stock market closing prices; non-binding quoted prices for identical securities in markets that are not active; interest rates; yield curves observable at commonly quoted intervals; volatility; prepayment speeds; loss severity; credit risks; and default rates. The Company reviews the procedures and inputs used by its pricing services, and verifies a sample of the services’ quotes by comparing them to values obtained from other pricing resources. In the event the Company disagrees with a price provided by its pricing services, the respective service reevaluates the price to corroborate the market information and then reviews inputs to the evaluation in light of potentially new market data.

Certain equity investments under the measurement alternative and notes receivable are measured at estimated fair value on a non-recurring basis and are reviewed for impairment quarterly. If any such investment is determined to be impaired, an impairment charge is recorded against such investment and reflected in the Consolidated Statements of Operations. There wereno impairments of such investments made during the twelve-month period ended December 31, 2025 andtwo impairments during the twelve-month period ended December 31, 2024. The following table presents assets measured at fair value on a non-recurring basis as of December 31, 2025 and 2024:

As of December 31, 2025 (in thousands)Level 1Level 2Level 3Total
Financial assets:
Equity investments in unconsolidated affiliates, measurement alternative$—$—$7,863$7,863
Notes receivable——891891
Total$—$—$8,754$8,754
As of December 31, 2024 (in thousands)Level 1Level 2Level 3Total
Financials assets:
Equity investments in unconsolidated affiliates, measurement alternative$—$—$8,166$8,166
Notes receivable——641641
Total$—$—$8,807$8,807
  1. Property and Equipment

Property and equipment and estimated useful lives at December 31 are summarized as follows:

(in thousands)20252024
Land$1,145$999
Office buildings and improvements (25 years)5,3805,856
Furniture, fixtures and equipment (3 to 10 years)44,89039,972
Automobiles (3 years)1,4981,448
Total52,91348,275
Less accumulated depreciation(23,516)(20,340)
Property and equipment, net$29,397$27,935

Included within furniture, fixtures and equipment is software developed by the Company for internal use. Capitalized costs include both direct and indirect costs, such as payroll costs of employees associated with developing software, incurred during the software development stage.

  1. Reinsurance

The Company assumes and cedes reinsurance with other insurance companies in the normal course of business. There wereno premiums assumed for 2025, 2024, and 2023. Ceded premiums were approximately $251 thousand, $89 thousand, and $354 thousand for 2025, 2024, and 2023, respectively. Ceded reinsurance is comprised of excess of loss treaties, which outline the conditions in which the reinsurance company will pay claims and protect against losses over certain agreed upon amounts. The Company remains liable to the insured for claims under ceded insurance policies in the event the assuming insurance companies are unable to meet their obligations under these contracts. The Company didnot pay or recover any reinsured losses during 2025, 2024, and 2023.

  1. Reserve for Claims

Changes in the reserve for claims for the years ended December 31 are summarized as follows based on the year in which the policies were written:

(in thousands)202520242023
Balance, beginning of period$37,060$37,147$37,192
Provision related to:
Current year10,1569,0537,547
Prior years(5,549)(4,523)(2,785)
Total provision charged to operations4,6074,5304,762
Claims paid, net of recoveries, related to:
Current year(733)(719)(428)
Prior years(2,842)(3,898)(4,379)
Total claims paid, net of recoveries(3,575)(4,617)(4,807)
Balance, end of year$38,092$37,060$37,147

The Company continually refines its reserve estimates as current loss experience develops and more credible data emerges. Movements in the reserve related to prior periods were primarily the result of changes to estimates to better reflect the latest reported loss data. The increase in the provision for claims in 2025, compared to 2024, was primarily attributable to a higher level of risk underwritten during 2025. The decrease in the provision for claims in 2024, compared to 2023, was primarily due to lower levels of favorable loss development in 2024. Due to variances between actual and expected loss payments, loss development is subject to significant variability.

The Company does not recognize claim recoveries until an actual payment has been received by the Company. The Company realized claim recoveries of approximately $1.3 million, $332 thousand, and $597 thousand during 2025, 2024, and 2023, respectively.

The provision for claims as a percentage of net premiums written was 2.2%,2.2%, and 2.8% in 2025, 2024, and 2023, respectively.

A large claim is defined as a claim with incurred losses exceeding $500 thousand. Due to the small volume of large claims, the long-tail nature of title insurance claims and the inherent uncertainty in loss emergence patterns, large claim activity can vary significantly between policy years. The estimated development of large claims by policy year is therefore subject to significant changes as experience develops.

A summary of the Company’s reserve for claims, broken down into its components of known title claims and IBNR, follows:

(in thousands, except percentages)2025%2024%
Known title claims$3,4599.1$2,6507.2
IBNR34,63390.934,41092.8
Total reserve for claims$38,092100.0$37,060100.0

In management’s opinion, the reserve for claims is adequate to cover claims losses which might result from pending and future claims.

  1. Earnings Per Common Share and Share Awards

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share is computed by dividing net income by the combination of dilutive potential common stock, comprised of shares issuable under the Company’s share-based compensation plans, and the weighted average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share-based awards, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, when share-based awards are assumed to be exercised, (a) the exercise price of a share-based award and (b) the amount of compensation cost, if any, for future services that the Company has not yet recognized, are assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31:

(in thousands, except per share amounts)202520242023
Net income$35,180$31,073$21,686
Weighted average common shares outstanding – Basic1,8871,8851,893
Incremental shares outstanding assuming the exercise of dilutive SARs (share-settled)87—
Weighted average common shares outstanding – Diluted1,8951,8921,893
Basic earnings per common share$18.64$16.48$11.45
Diluted earnings per common share$18.57$16.43$11.45

There were 5 thousand,0, and 24 thousand potential shares excluded from the computation of diluted earnings per share in 2025, 2024, and 2023, respectively, due to the out-of-the-money status of the related share-based awards rendering them anti-dilutive.

The Company historically has adopted employee stock award plans under which restricted stock, options or stock appreciation rights ("SARs") exercisable for the Company's stock may be granted to key employees or directors of the Company. As of December 31, 2025 there was one active plan from which the Company may grant share-based awards. The awards eligible to be granted under the active plan are limited to SARs, and the maximum aggregate number of shares of common stock of the Company available pursuant to the plan for the grant of SARs is 250 thousand shares.

As of December 31, 2025, the only outstanding awards under the plans were SARs, which expire within seven years or less from the date of grant. All outstanding SARs vest and are exercisable within five years or less from the date of grant, and all SARs issued to date have been share-settled only. There have beenno stock options or SARs granted where the exercise price was less than the market price on the date of grant.

During 2025, 2024, and 2023 the Company issued share-settled SARs to directors of the Company. SARs give the holder the right to receive stock equal to the appreciation in the value of shares of stock from the grant date for a specified period of time, and as a result, are accounted for as equity instruments. A summary of share-based award transactions for all share-based award plans follows:

(in thousands, except weighted average exercise price and average remaining contractual term)NumberOf SharesWeightedAverageExercisePriceAverageRemainingContractualTerm (Years)AggregateIntrinsicValue
Outstanding as of January 1, 202339$159.394.10$243
SARs granted5142.88
SARs exercised/forfeited/expired(2)93.87
Outstanding as of December 31, 202342$160.833.69$428
SARs granted5160.94
SARs exercised/forfeited/expired(19)170.21
Outstanding as of December 31, 202428$154.713.90$2,312
SARs granted5246.75
SARs exercised/forfeited/expired(9)158.04
Outstanding as of December 31, 202524$170.673.91$1,909
Exercisable as of December 31, 202521$169.083.80$1,696
Unvested as of December 31, 20253$181.374.67$213

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock at December 31. The intrinsic values of SARs exercised during 2025, 2024, and 2023 were approximately $348 thousand, $595 thousand, and $156 thousand, respectively.

There wereno options outstanding at December 31, 2025. The following table summarizes information about SARs outstanding at December 31, 2025:

(in thousands, except exercise prices and average remaining contractual term) · SARs Outstanding at Year-End · SARs Exercisable at Year-End
Range of Exercise Prices · NumberOutstanding · WeightedAverageRemainingContractual Life · WeightedAverageExercisePrice · NumberExercisable · WeightedAverageExercisePrice
$100.00—$149.99103.31$138.098$136.37
150.00—199.99103.38167.5810167.58
200.00—250.0046.39246.753246.75
$100.00—$250.00243.91$170.6721$169.08

In 2025,7 thousand SARs vested with a fair value of approximately $531 thousand.

The fair value of each SAR is estimated on the date of grant using the Black-Scholes option valuation model with the weighted average assumptions noted in the table shown below. Expected volatilities are based on both the implied and historical volatility of the Company’s stock. The Company uses historical data to project SAR exercises and pre-exercise forfeitures within the valuation model. The expected term of awards represents the period of time that SARs granted are expected to be outstanding. The interest rate assumed for the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. The weighted average fair values for the SARs issued during 2025, 2024, and 2023 were $64.00, $55.52, and $62.60, respectively, and were estimated using the weighted average assumptions shown in the table below:

2025 · 2024 · 2023
Expected life in years7.07.06.2-7.0
Volatility36.6%35.0%36.6%
Interest rate4.4%4.4%3.7%
Yield rate0.8%1.1%1.2%

There was approximately $531 thousand, $393 thousand, and $425 thousand of compensation expense relating to SARs vesting on or before December 31, 2025, 2024, and 2023, respectively, included in personnel expenses in the Consolidated Statements of Operations. As of December 31, 2025, there was approximately $231 thousand of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Company’s stock award plans. That cost is expected to be recognized over a weighted average period of approximately one year.

  1. Income Taxes

The components of income tax expense for the years ended December 31 are summarized as follows:

(in thousands)202520242023
Current:
Federal$6,045$7,371$8,389
State447395389
Total current6,4927,7668,778
Deferred:
Federal2,700555(4,150)
State17769(84)
Total deferred2,877624(4,234)
Total$9,369$8,390$4,544

For state income tax purposes, ITIC and NITIC generally pay only a gross premium tax found in other expenses in the Consolidated Statements of Operations.

At December 31, the approximate tax effect of each component of deferred income tax assets and liabilities is summarized as follows:

(in thousands)20252024
Deferred income tax assets:
Accrued benefits and retirement services$4,163$4,132
Lease assets1,4311,335
Net operating loss carryforward—210
Impairment of assets232135
Reinsurance and commission payable2423
Allowance for doubtful accounts66
Other678559
Total6,5346,400
Deferred income tax liabilities:
Excess of tax over book depreciation3,678721
Net unrealized gain on investments2,9853,015
Recorded statutory premium reserve, net of reserves for claims2,7142,508
Lease liabilities1,3751,293
1031 gain925933
Intangible assets860730
Postretirement benefit26—
Other1,1421,295
Total13,70510,495
Net deferred income tax liabilities$(7,171)$(4,095)

At December 31, 2025 and 2024, there wereno valuation allowances recorded. Based upon the Company’s historical results of operations, the existing financial condition of the Company and management’s assessment of all other available information, management believes that it is more likely than not that the benefit of these deferred income tax assets will be realized.

A reconciliation of the U.S. federal statutory income tax rate of 21.0% for the years ended December 31, 2025, 2024, and 2023 to income tax expense, is as follows:

(in thousands)202520242023
Anticipated income tax expense$9,355$8,287$5,508
(Decrease) increase related to:
Research and development credit(172)(753)(921)
State income taxes, net of federal income tax benefit353312307
Tax-exempt interest income, net of amortization(722)(986)(525)
Other, net5551,530175
Provision for income taxes$9,369$8,390$4,544

A rate reconciliation of the December 31, 2025, 2024, and 2023 to the provision for income taxes, is as follows:

(in thousands)202520242023
U.S. federal statutory rate21.0%21.0%21.0%
Research and development credit(0.4)%(1.9)%(3.5)%
State income taxes, net of federal income tax benefit0.8%0.8%1.1%
Tax-exempt interest income, net of amortization(1.6)%(2.5)%(2.0)%
Other, net1.2%3.9%0.7%
Effective income tax rate21.0%21.3%17.3%

Income taxes paid (net of refunds) are as follows:

(in thousands)202520242023
Jurisdiction
U.S. federal$7,852$6,268$8,193
State560352495
Foreign———
Total income taxes paid, net$8,412$6,620$8,688

The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category are North Carolina for years 2023 through 2025.

In accounting for uncertainty in income taxes, the Company is required to recognize in its Consolidated Financial Statements the impact of a tax position if that position is more likely than not of being sustained on an audit, based on the technical merits of the position. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring the provision for income taxes for financial reporting purposes. There wereno known unrecognized tax benefits or liabilities as of December 31, 2025.

The amount of unrecognized tax benefit or liability may increase or decrease in the future for various reasons, including adding amounts for current tax year positions, expiration of open income tax returns due to the expiration of the applicable statute of limitations, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the additions or eliminations of uncertain tax positions.

The Company’s policy is to report interest and penalties related to income taxes in the other expenses line item in the Consolidated Statements of Operations.

The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal or state and local examinations by taxing authorities for years before 2021. The One Big Beautiful Bill Act, enacted July 4, 2025, made significant updates to federal tax law. The Company has reviewed the law’s provisions and incorporated the applicable impacts into the Company’s tax calculations and related disclosures. The primary impact on the financial statements resulted in offsetting current/deferred adjustments to the provision for income taxes as it relates to the Company’s research and development expenditures.

  1. Leases

The Company enters into lease agreements that are primarily for office space. These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the term of the lease. The Company occasionally assumes equipment lease agreements through business acquisitions. These leases are accounted for as finance leases.

Included in a portion of the Company's current leases is an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the inception date that the lease was expected to be renewed or extended. The Company, in determining the present value of lease payments, utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields, as explicit rates of interest were not readily determinable in the lease contracts. The Company does not carry debt; thus no incremental borrowing rate is available to the Company.

Lease expense is included in office and technology expenses in the Consolidated Statements of Operations. Information regarding the Company’s leases for the years ended December 31 is as follows:

(in thousands)202520242023
Operating leases$2,107$2,672$2,754
Finance leases:
Amortization of lease assets204259237
Interest on lease liabilities20——
Lease expense$2,331$2,931$2,991
Sub-lease income(108)(222)(14)
Lease cost$2,223$2,709$2,977
(a)Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets.

Components of the lease liability presented in the Consolidated Balance Sheets for the years ended December 31 are as follows:

(in thousands)20252024
Current:
Operating lease liabilities$1,548$2,026
Finance lease liabilities130226
Non-current:
Operating lease liabilities6,1163,728
Finance lease liabilities256376
Total lease liabilities$8,050$6,356

The future minimum payments for leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2025, are summarized as follows:

Year Ended (in thousands)Operating LeasesFinance LeasesTotal
2026$1,824$177$2,001
20271,4641301,594
20281,092741,166
20291,041191,060
203096710977
Thereafter2,363—2,363
Total undiscounted payments$8,751$410$9,161
Less: present value adjustment(1,088)(23)(1,111)
Lease liabilities$7,663$387$8,050

Supplemental lease information for the years ended December 31 is as follows:

202520242023
Weighted average remaining lease term (years)
Operating leases6.383.883.07
Finance leases2.652.842.93
Weighted average discount rate
Operating leases4.1%4.0%3.8%
Finance leases4.5%4.4%3.7%

The Company does not have any material pending operating or financing lease agreements that become effective in future periods.

  1. Retirement Agreements and Other Postretirement Benefit Plan

The Company has a 401(k) savings plan. In order to participate in the plan, employees must be 21 years old. In order to be eligible for employer contributions, individuals must be employed for a period ofone year and work at least 1,000 hours annually. The Company makes a 3% Safe Harbor contribution and also has the option annually to make a discretionary profit share contribution. Individuals may elect to make contributions up to the maximum deductible amount as determined by the Internal Revenue Code of 1986, as amended (the “IRC”). Expenses related to the 401(k) plan were approximately $2.0 million, $2.0 million, and $1.6 million for 2025, 2024, and 2023, respectively.

In November 2003, ITIC, a wholly owned subsidiary of the Company, entered into employment agreements with the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of ITIC. These individuals also serve as the Chairman, President and Executive Vice President, respectively, of the Company. The agreements provide compensation and life, health, dental and vision benefits upon the occurrence of specific events, including death, disability, retirement, termination without cause or upon a change in control. The employment agreements also prohibit each of these executives from competing with ITIC and its parent, subsidiaries and affiliates in North Carolina while employed by ITIC and for a period oftwo years following termination of their employment.

In addition, during the second quarter of 2004, ITIC entered into employment agreements with certain executive officers. The amounts accrued for all agreements at December 31, 2025 and 2024 were approximately $15.6 million and $15.4 million, respectively, which includes postretirement compensation and health benefits, and was calculated based on the terms of the contracts. The 2025 and 2024 accruals are included in the accounts payable and accrued liabilities line item of the Consolidated Balance Sheets. These executive contracts are accounted for on an individual contract basis. On December 24, 2008, the executive contracts were amended effective January 1, 2009 to bring them into compliance with Section 409A of the IRC, and were amended and restated to provide for an annual cash payment to the officers equal to the amounts the Company would have contributed to their accounts under its 401(k) plan if such contributions were not limited by the federal tax laws, less the amount of any contributions that the Company actually makes to their accounts under the Company’s 401(k) plan.

On November 17, 2003, ITIC entered into employment agreements with key executives that provide for the continuation of certain employee benefits upon retirement, which were most recently amended and restated on May 4, 2022. The executive employee benefits include health insurance, dental insurance, vision insurance and life insurance. The benefits are unfunded. Estimated future benefit payouts expected to be paid for each of the next five years are $26 thousand in 2026, $44 thousand in 2027, $71 thousand in 2028, $69 thousand in 2029, $80 thousand in 2030, and $277 thousand in the next five years thereafter.

Cost of the Company’s postretirement benefits included the following components and is presented in thepersonnel expenses line of its Consolidated Statements of Operations:

(in thousands)202520242023
Net periodic benefit cost
Service cost – benefits earned during the year$—$—$—
Interest cost on the projected benefit obligation50—65
Amortization of unrecognized prior service cost———
Amortization of unrecognized gain(15)—(37)
Net periodic benefits cost at end of year$35$—$28

The Company is required to recognize the funded status (i.e., the difference between the fair value of the assets and the accumulated postretirement benefit obligations of its postretirement benefits) in its Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The net amount in accumulated other comprehensive income is $123 thousand, $99 thousand net of tax, for December 31, 2025, and $68 thousand, $55 thousand net of tax, for December 31, 2024, and represents the net unrecognized actuarial gains and unrecognized prior service costs. The effects of the funded status on the Company’s Consolidated Balance Sheets at December 31, 2025 and 2024 are presented in the following table:

(in thousands)20252024
Funded status
Actuarial present value of future benefits:
Fully eligible active employees$(946)$(951)
Non-eligible active employees——
Plan assets——
Funded status of accumulated postretirement benefit obligation, recognized in accounts payable and accrued liabilities$(946)$(951)

Development of the accumulated postretirement benefit obligation for the years ended December 31, 2025 and 2024 includes the following:

(in thousands)20252024
Accrued postretirement benefit obligation at beginning of year$(951)$(906)
Service cost – benefits earned during the year——
Interest cost on projected benefit obligation(50)—
Actuarial gain (loss)55(45)
Accrued postretirement benefit obligation at end of year$(946)$(951)

The changes in amounts related to accumulated other comprehensive income, pre-tax, are as follows:

(in thousands)20252024
Balance at beginning of year$68$68
Components of accumulated other comprehensive income:
Unrecognized prior service cost——
Amortization of loss, net(15)—
Actuarial gain70—
Balance at end of year$123$68
  1. Commitments and Contingencies

Legal Proceedings: The Company and its subsidiaries are involved in legal proceedings that are incidental to their business. In the Company’s opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings is not expected to, in the aggregate, be material to the Company’s consolidated financial condition or operations.

Regulation: The Company’s title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries. It is the opinion of management based on its present expectations that these audits and inquiries will not have a material impact on the Company’s consolidated financial condition or operations.

Escrow and Trust Deposits: As a service to its customers, the Company, through ITIC, administers escrow and deposits representing earnest money received under real estate contracts, escrowed funds received under escrow agreements, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks. Cash administered by the Company for these purposes was approximately $62.6 million and $55.0 million as of December 31, 2025 and 2024, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets; however, the Company remains contingently liable for the disposition of these deposits.

Like-Kind Exchange Proceeds: In administering tax-deferred like-kind exchanges pursuant to §1031 of the IRC, the Company’s wholly owned subsidiary, ITEC, serves as a qualified intermediary, holding the net sales proceeds from relinquished property to be used for purchase of replacement property. Another Company wholly owned subsidiary, ITAC, serves as exchange accommodation titleholder and, through LLCs that are wholly owned subsidiaries of ITAC, holds property in reverse exchange transactions. Like-kind exchange deposits and reverse exchange property totaled approximately $269.3 million and $323.5 million as of December 31, 2025 and 2024, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets; however, the Company remains contingently liable for the disposition of the transfers of property, disbursements of proceeds and the return on the proceeds at the agreed upon rate. Exchange services revenue includes earnings on these deposits; therefore, investment income is shown as other revenues rather than investment income. These like-kind exchange funds are primarily invested in money market funds and other short-term investments.

  1. Segment Information

The Company hastwo reportable segments, title insurance and exchange services. The remaining immaterial segments have been combined into a group called “All Other.” The Company’s chief operating decision makers (“CODMs”) are the Chief Executive Officer; President, Chief Financial Officer, Chief Accounting Officer, and Treasurer; and Executive Vice President and Secretary. The CODMs use financial metrics such as consolidated operating margin and net income to assess financial performance and to make key operating decisions, such as resource allocation and the rate at which the Company invests in growth opportunities.

The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents. Title insurance policies insure titles to real estate.

The tax-deferred exchange services segment acts as an intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investments and serves as exchange accommodation titleholder, holding property for exchangers in reverse exchange transactions.

Provided below is selected financial information about the Company’s operations by segment for the periods ended December 31, 2025, 2024, and 2023:

2025 (in thousands)TitleInsuranceExchangeServicesAllOtherIntersegmentEliminationsTotal
Insurance and other services revenues$251,052$13,765$10,275$(18,199)$256,893
Net investment income11,9772433,642—15,862
Total revenues263,02914,00813,917(18,199)272,755
Commissions to agents124,450——(10,781)113,669
Provision for claims4,607———4,607
Personnel expenses62,4702,4387,307—72,215
Other34,9383956,639(4,257)37,715
Total operating expenses226,4652,83313,946(15,038)228,206
Income (loss) before income taxes$36,564$11,175$(29)$(3,161)$44,549
Total assets$259,982$3,120$100,036$—$363,138
2024 (in thousands)TitleInsuranceExchangeServicesAllOtherIntersegmentEliminationsTotal
Insurance and other services revenues$242,529$10,746$8,192$(21,109)$240,358
Net investment income12,8043584,778—17,940
Total revenues255,33311,10412,970(21,109)258,298
Commissions to agents120,307——(12,964)107,343
Provision for claims4,530———4,530
Personnel expenses64,1382,4255,950—72,513
Other34,3933333,149(3,426)34,449
Total operating expenses223,3682,7589,099(16,390)218,835
Income before income taxes$31,965$8,346$3,871$(4,719)$39,463
Total assets$232,932$6,179$94,460$—$333,571
2023 (in thousands)TitleInsuranceExchangeServicesAllOtherIntersegmentEliminationsTotal
Insurance and other services revenues$207,140$13,270$7,800$(19,715)$208,495
Net investment income12,3031963,756—16,255
Total revenues219,44313,46611,556(19,715)224,750
Commissions to agents98,170——(14,796)83,374
Provision for claims4,762———4,762
Personnel expenses68,8512,2365,619—76,706
Other33,1962823,266(3,066)33,678
Total operating expenses204,9792,5188,885(17,862)198,520
Income before income taxes$14,464$10,948$2,671$(1,853)$26,230
Total assets$216,622$5,534$108,403$—$330,559
  1. Shareholders’ Equity

On November 12, 2002, the Company’s Board of Directors amended the Company’s Articles of Incorporation, creating a series of preferred stock designated Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock is senior to common stock in dividends or distributions of assets upon liquidation, dissolution or winding up of the Company. Dividends on the Series A Preferred Stock are cumulative and accrue from the quarterly dividend payment date. Each share of Series A Preferred Stock entitles the holder thereof to 100 votes on all matters submitted to a vote of shareholders of the Company. These shares were reserved for issuance under the Shareholder Rights Plan, which was originally adopted on November 21, 2002 by the Company’s Board of Directors and most recently amended and restated on September 30, 2022 (as amended and restated, the “Plan”). Under the terms of the Plan, the Company’s common stock acquired by a person or a group buying 15% or more of the Company’s common stock would be diluted, except in transactions approved by the Board of Directors. The Plan expires on September 30, 2032.

In connection with the adoption of the Plan, the Company’s Board of Directors declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock paid on December 16, 2002, to shareholders of record at the close of business on December 2, 2002. Each Right entitles the registered holder to purchase from the Company a unit (a “Unit”) consisting ofone one-hundredth of a share of Series A Preferred Stock. Under the Plan, the Rights detach and become exercisable upon the earlier of (a)10 days following public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock, or (b)10 business days following the commencement of, or first public announcement of the intent of a person or group to commence, a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of the Company’s common stock. The current price to exercise one Right is $525 per Unit. The exercise price, the kind and the number of shares covered by each Right are subject to adjustment upon the occurrence of certain events described in the Plan.

If any person or group of affiliated or associated persons acquires beneficial ownership of 15% or more of the outstanding common stock, each holder of a Right (other than the acquiring person or group) will have the right to buy, at the exercise price, common stock of the Company having a market value of twice the exercise price. If the Company is acquired in a merger or consolidation in which the Company is not the surviving corporation, or the Company engages in a merger or consolidation in which the Company is the surviving corporation and the Company’s common stock is changed or exchanged, or more than 50% of the Company’s assets or earning power is sold or transferred, the Rights entitle a holder (other than the acquiring person or group) to buy, at the exercise price, stock of the acquiring company having a market value equal to twice the exercise price. At any time after a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding common stock and prior to the acquisition by such person or group of 50% or more of the outstanding common stock, the Company’s Board of Directors may exchange the Rights (other than the Rights owned by such person or group), in whole or in part, at an exchange ratio of one share of the Company’s common stock, or one one-hundredth of a share of Series A Preferred Stock, per Right.

The Rights are redeemable upon action by the Board of Directors at a price of $0.01 per Right at any time before they become exercisable. Until the Rights become exercisable, they are evidenced only by the common stock certificates and are transferred with and only with such certificates.

There were 1.0 million shares of Preferred Stock authorized as of December 31, 2025 and 2024, with 200,000 being designated Series A Preferred Stock.

  1. Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company invests its cash and cash equivalents into high credit quality security instruments. Deposits which exceed $250 thousand at each institution are not insured by the Federal Deposit Insurance Corporation (“FDIC”). Of the $20.8 million in cash and cash equivalents at December 31, 2025, $18.3 million was not insured by the FDIC. Of the $24.7 million in cash and cash equivalents at December 31, 2024, $22.4 million was not insured by the FDIC. The Company mitigates the risk of having cash and cash equivalents not insured by the FDIC by monitoring the credit quality of the financial institutions in which the funds are held.

  1. Business Concentration

The Company generates a significant amount of title insurance premiums in North Carolina, Texas, Georgia, South Carolina and Florida. In 2025, 2024, and 2023, these states generated the following percentage of total premiums written:

State202520242023
North Carolina35.3%34.4%37.4%
Texas27.1%27.9%27.0%
Georgia8.6%7.6%6.8%
South Carolina8.1%8.8%9.3%
Florida6.4%7.2%4.0%
  1. Related Party Transactions

The Company does business with, and has investments in, unconsolidated LLCs that are primarily title insurance agencies. The Company utilizes the equity method to account for its investments in these LLCs. The following table sets forth the approximate values by year found within each financial statement classification:

Financial Statement Classification, Consolidated Balance Sheets (in thousands)20252024
Other investments$8,184$4,950
Premium and fees receivable$2,498$1,701
Financial Statement Classification, Consolidated Statements of Operations (in thousands)202520242023
Net premiums written$35,018$29,272$22,131
Non-title services and other investment income$3,241$2,637$4,062
Commissions to agents$25,973$20,821$15,115
  1. Intangible Assets, Goodwill and Title Plants

Intangible Assets

The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions are all Level 3 inputs. Management determined that no events or changes in circumstances occurred during the periods ended December 31, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined thatno identifiable intangible assets were impaired.

During the year ended December 31, 2025, the Company completed the acquisition of title insurance agencies for an aggregate estimated purchase price $12 million, including potential contingent payments that the Company deems probable, as part of its ongoing strategy to pursue opportunistic growth opportunities. In connection with these acquisitions, the Company recorded $8.2 million in intangible assets and $2.5 million in goodwill. Additional changes in goodwill and intangible assets in 2025 were related to a transfer of assets to a joint venture.

Identifiable intangible assets consist of the following as of December 31:

Year Ended (in thousands)20252024
Referral relationships$14,589$8,898
Non-compete agreements1,8273,155
Tradename1,177747
Total17,59312,800
Accumulated amortization(5,946)(7,354)
Identifiable intangible assets, net$11,647$5,446

The following table provides the estimated aggregate amortization expense, as of December 31, 2025 for each of the five succeeding fiscal years:

Year Ended (in thousands)
2026$1,124
20271,078
20281,075
20291,075
20301,075
Thereafter6,033
Total$11,460

Goodwill and Title Plants

As of December 31, 2025, the Company recognized $9.3 million in goodwill and $1.6 million in title plants, net of impairments, as the result of title insurance agency acquisitions. The title plants are included with other assets in the Consolidated Balance Sheets. In accordance with FASB’s ASC 350, the Company determined thatno events or changes in circumstances occurred during the periods ended December 31, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that there were no goodwill or title plant impairments.

  1. Accumulated Other Comprehensive Income

The following table provides changes in the balances of each component of accumulated other comprehensive income, net of tax, for the periods ended December 31, 2025, 2024, and 2023:

2025 (in thousands)Unrealized Gains and LossesOn Available-for-SaleSecuritiesPostretirementBenefits PlansTotal
Beginning balance at January 1$300$55$355
Other comprehensive income before calculations70244746
Amounts reclassified from accumulated other comprehensive income(10)—(10)
Net current-period other comprehensive income69244736
Ending balance$992$99$1,091
2024 (in thousands)Unrealized Gains and LossesOn Available-for-SaleSecuritiesPostretirementBenefits PlansTotal
Beginning balance at January 1$583$55$638
Other comprehensive (loss) income before calculations(339)—(339)
Amounts reclassified from accumulated other comprehensive income56—56
Net current-period other comprehensive loss(283)—(283)
Ending balance$300$55$355
2023 (in thousands)Unrealized Gains and LossesOn Available-for-SaleSecuritiesPostretirementBenefits PlansTotal
Beginning balance at January 1$164$36$200
Other comprehensive income before calculations25919278
Amounts reclassified from accumulated other comprehensive income160—160
Net current-period other comprehensive income41919438
Ending balance$583$55$638

The following table provides significant amounts reclassified out of each component of accumulated other comprehensive income for the periods ended December 31, 2025, 2024, and 2023:

2025 (in thousands)
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified fromAccumulated Other Comprehensive IncomeAffected Line Item in theConsolidatedStatements of Operations
Unrealized gains and losses on available-for-sale securities:
Net realized gains on investments$12
Impairments of securities—
Total$12Net investment gains
Tax(2)Provision for Income Taxes
Net of Tax$10
Reclassifications for the period$10
2024 (in thousands)
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified fromAccumulated Other Comprehensive IncomeAffected Line Item in theConsolidatedStatements of Operations
Unrealized gains and losses on available-for-sale securities:
Net realized losses on investments$—
Impairments of securities(74)
Total$(74)Net investment gains
Tax18Provision for Income Taxes
Net of Tax$(56)
Reclassifications for the period$(56)
2023 (in thousands)
Details about Accumulated Other Comprehensive Income ComponentsAmount Reclassified fromAccumulated Other Comprehensive IncomeAffected Line Item in theConsolidatedStatements of Operations
Unrealized gains and losses on available-for-sale securities:
Net realized losses on investments$—
Impairments of securities(208)
Total$(208)Net investment gains
Tax48Provision for Income Taxes
Net of Tax$(160)
Reclassifications for the period$(160)
  1. Revenue from Contracts with Customers

ASC 606, Revenue from Contracts with Customers, requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts; and therefore is primarily applicable to the following Company revenue categories.

Escrow and other title-related fees: The Company’s title segment recognizes commission revenue and fees related to items such as searches, settlements, commitments and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete.

Non-title services: Through various subsidiaries, the Company offers management services, tax-deferred real property exchange services, investment management and trust services. Nonrefundable exchange fees are recognized as revenue upon receipt of the funds, which is at the time of closing of the initial sale of property. All other non-title service fees are recognized as revenue as performance obligations are completed.

Other: The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but is not limited to, seminar and education registration fees and software licensing contracts. These revenue streams are deemed immaterial to the operations of the Company, and revenue is recognized when, or as, performance obligations are completed.

The following table provides a breakdown of the Company’s revenue by major business activity:

(in thousands)202520242023
Revenue from contracts with customers:
Escrow and other title-related fees$19,311$17,954$17,109
Non-title services21,59917,19319,237
Total revenue from contracts with customers40,91035,14736,346
Other sources of revenue:
Net premiums written212,642204,264171,158
Investment-related revenue15,86217,94016,255
Other3,341947991
Total revenues$272,755$258,298$224,750
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.