NI Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

NI HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 10, 2024

Dear Shareholders:

Please join us for the NI Holdings, Inc. 2024 Annual Meeting of Shareholders on Tuesday, May 21, 2024, at 10:00 a.m. (Central Daylight Time) at the Jasper Hotel, 215 Broadway N, Fargo, ND 58102.

Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describes the business to be conducted at the meeting. At this year’s meeting, you will be asked to:

1. Elect 8 members of the Board of Directors to serve until the 2025 Annual Meeting of Shareholders;

2. Ratify the appointment of Mazars USA LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

3. Vote on an advisory resolution to approve the compensation of our named executive officers; and

4. Consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

Your vote is important. Whether you own a few shares or many, and whether or not you plan to attend the in-person Annual Meeting, you are encouraged to vote by proxy in advance of the meeting. You may vote your shares by proxy on the Internet, by telephone, or by completing a paper proxy card and returning by mail.

Thank you for your continued support of NI Holdings.

Sincerely,

/s/ Eric K. Aasmundstad

Eric K. Aasmundstad

Chairman of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors (the “Board”) of NI Holdings, Inc. (the “Company”, “NI Holdings”, “we”, “us”, or “our”) is soliciting the enclosed proxy for use at its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”).

This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 10, 2024, to all shareholders of record on our books at the close of business on April 1, 2024, the record date for the 2024 Annual Meeting (the “Record Date”).

Voting Methods

If you are a shareholder of record, to ensure your shares are voted, you may vote your shares by proxy on the Internet, by telephone, or by completing a paper proxy card and returning it by mail. Internet and telephone voting procedures are described in the General Information About the Meeting section of the proxy statement and on the proxy card.

If your shares are held in “street name”, meaning that they are held for your account by a broker, bank, or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

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Copies of Proxy Materials

Copies of this proxy statement and the form of proxy card, and the Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) are available without charge. To order a copy of the proxy materials and select a future delivery preference, see directions below. Please note that you must use the number in the shaded bar on the reverse side of the proxy card when requesting a set of proxy materials.

If you have previously elected to receive our proxy materials electronically, you will continue to receive access to those materials via e-mail unless you elect otherwise. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 7, 2024.

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