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KINGSWAY Corp

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

KWY$8.00-16.3%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements

September 30, 2026December 31, 2025
(unaudited)
Assets
Current assets:
Cash and cash equivalents$8,272$8,306
Restricted cash7,8387,965
Investments (including $38,936 and $36,765, respectively, at fair value) (Note 6)39,11636,943
Service fee receivable, net of allowance for credit losses of $1,238 and $1,113, respectively13,72313,840
Deferred contract costs4,3892,870
Other current assets6,1756,579
Total current assets79,51376,503
Deferred contract costs, noncurrent11,24512,037
Property and equipment, net of accumulated depreciation of $3,486 and $2,587, respectively6,8206,354
Goodwill66,51069,130
Intangible assets, net of accumulated amortization of $39,829 and $34,013, respectively47,54552,265
Other assets15,68415,210
Total Assets$227,317$231,499
Liabilities, Redeemable Preferred Stock, Redeemable Noncontrolling Interest and Shareholders' Equity
Current liabilities:
Accrued expenses and other current liabilities$25,433$25,134
Deferred service fees42,89246,715
Short-term and current portion of long-term debt17,89111,709
Total current liabilities86,21683,558
Deferred service fees48,37540,439
Long-term debt (including $13,309 and $13,698, respectively, at fair value) (Note 10)50,66859,003
Other liabilities, noncurrent10,43910,862
Net deferred income tax liabilities2,7323,225
Total Liabilities198,430197,087
Redeemable preferred stock, $0.01 par value; 650,000 authorized, issued and outstanding at September 30, 2026 and December 31, 2025; redemption amount of $16,250 at September 30, 2026 and December 31, 202516,25016,250
Redeemable noncontrolling interest in consolidated subsidiary715792
Shareholders' Equity:
Common stock, $0.01 par value; 50,000,000 authorized; 29,721,439 and 29,651,671 issued at September 30, 2026 and December 31, 2025, respectively; and 28,695,512 and 28,625,744 outstanding at September 30, 2026 and December 31, 2025, respectively297296
Additional paid-in capital396,588394,848
Treasury stock, at cost; 1,025,927 outstanding at September 30, 2026 and December 31, 2025(6,545)(6,545)
Accumulated deficit(380,080)(373,370)
Accumulated other comprehensive loss(385)(60)
Shareholders' equity attributable to common shareholders9,87515,169
Noncontrolling interests in consolidated subsidiaries2,0472,201
Total Shareholders' Equity11,92217,370
Total Liabilities, Redeemable Preferred Stock, Redeemable Noncontrolling Interest and Shareholders' Equity$227,317$231,499

Kingsway Corporation

Consolidated Statements of Operations

(in thousands, except per share data)

Three months ended September 30,Nine months ended September 30,
2026202520262025
Revenue$38,851$37,173$117,252$96,441
Cost of services22,64820,76766,59154,873
Gross profit16,20316,40650,66141,568
Selling, general and administrative expenses15,39616,94348,76343,640
Depreciation expense3803281,095633
Operating income (loss)427(865)803(2,705)
Other income (expenses), net:
Interest and investment (loss) income, net(340)5373,0911,562
Interest expense(1,360)(1,505)(4,152)(4,000)
Amortization and impairment of intangible assets(2,041)(2,611)(6,821)(6,222)
Other (expenses) income, net(10)(17)435252
Gain on disposal of subsidiary——1,347—
Total other expenses, net(3,751)(3,596)(6,100)(8,408)
Loss before income tax benefit(3,324)(4,461)(5,297)(11,113)
Income tax benefit(174)(2,050)(36)(2,445)
Net loss(3,150)(2,411)(5,261)(8,668)
Less: Net (loss) income attributable to:
Noncontrolling interests in consolidated subsidiaries(471)79553356
Redeemable noncontrolling interests in consolidated subsidiaries(31)(34)(77)(34)
Less: Dividends on preferred stock328325973858
Net loss attributable to common shareholders$(2,976)$(2,781)$(6,710)$(9,848)
Loss per share attributable to common shareholders:
Basic$(0.10)$(0.10)$(0.23)$(0.36)
Diluted$(0.10)$(0.10)$(0.23)$(0.36)
Weighted-average shares outstanding (in ‘000s):
Basic28,62428,50828,62227,607
Diluted28,62428,50828,62227,607

Kingsway Corporation

Consolidated Statements of Comprehensive Loss

(in thousands)

Three months ended September 30,Nine months ended September 30,
2026202520262025
Net loss$(3,150)$(2,411)$(5,261)$(8,668)
Other comprehensive (loss) income, net of taxes(1):
Unrealized (losses) gains on available-for-sale investments:
Unrealized (losses) gains arising during the period(707)184(1,031)801
Reclassification adjustment for amounts included in net loss—(9)—(10)
Change in fair value of debt attributable to instrument-specific credit risk:
Unrealized gains (losses) arising during the period26858706(480)
Other comprehensive (loss) income, net of taxes(1):(439)233(325)311
Comprehensive loss(3,589)(2,178)(5,586)(8,357)
Less: comprehensive (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests in consolidated subsidiaries(502)45476322
Comprehensive loss attributable to common shareholders$(3,087)$(2,223)$(6,062)$(8,679)

(1) Net of income tax benefit of $0 for the three and nine months ended September 30, 2026 and September 30, 2025.

Kingsway Corporation

Consolidated Statements of Shareholders' Equity

Common Stock · Additional Paid-in Capital · Treasury Stock · Accumulated Deficit · Accumulated Other Comprehensive Income (Loss) · Shareholders' Equity Attributable to Common Shareholders · Noncontrolling Interests in Consolidated Subsidiaries · Total Shareholders' Equity
Shares · Amount
Balance, June 30, 202628,595,512$296$396,125$(6,545)$(377,104)$5412,826$2,518$15,344
Vesting of restricted stock awards100,0001————1—1
Net loss————(2,648)—(2,648)(471)(3,119)
Preferred stock dividends————(328)—(328)—(328)
Other comprehensive loss—————(439)(439)—(439)
Stock-based compensation——463———463—463
Balance, September 30, 202628,695,512$297$396,588$(6,545)$(380,080)$(385)$9,875$2,047$11,922
Common Stock · Additional Paid-in Capital · Treasury Stock · Accumulated Deficit · Accumulated Other Comprehensive Loss · Shareholders' Equity Attributable to Common Shareholders · Noncontrolling Interests in Consolidated Subsidiaries · Total Shareholders' Equity
Shares · Amount
Balance, June 30, 202528,430,113$294$392,853$(6,545)$(368,520)$(640)$17,442$1,916$19,358
Common stock issued at $13.90 per share82,73711,157———1,158—1,158
Vesting of restricted stock awards100,0001————1—1
Net (loss) income————(2,490)—(2,490)79(2,411)
Preferred stock dividends————(325)—(325)—(325)
Other comprehensive income—————233233—233
Stock-based compensation——630———630—630
Balance, September 30, 202528,612,850$296$394,640$(6,545)$(371,335)$(407)$16,649$1,995$18,644

Kingsway Corporation

Consolidated Statements of Shareholders' Equity

Common Stock · Additional Paid-in Capital · Treasury Stock · Accumulated Deficit · Accumulated Other Comprehensive Loss · Shareholders' Equity Attributable to Common Shareholders · Noncontrolling Interests in Consolidated Subsidiaries · Total Shareholders' Equity
Shares · Amount
Balance, December 31, 202528,625,744$296$394,848$(6,545)$(373,370)$(60)$15,169$2,201$17,370
Vesting of restricted stock awards100,0001————1—1
Tax withholding related to net share settlement of restricted stock awards(30,232)—(306)———(306)—(306)
Net (loss) income————(5,737)—(5,737)553(5,184)
Preferred stock dividends————(973)—(973)—(973)
Distributions to noncontrolling interest holders———————(707)(707)
Other comprehensive loss—————(325)(325)—(325)
Stock-based compensation——2,046———2,046—2,046
Balance, September 30, 202628,695,512$297$396,588$(6,545)$(380,080)$(385)$9,875$2,047$11,922
Common Stock · Additional Paid-in Capital · Treasury Stock · Accumulated Deficit · Accumulated Other Comprehensive Loss · Shareholders' Equity Attributable to Common Shareholders · Noncontrolling Interests in Consolidated Subsidiaries · Total Shareholders' Equity
Shares · Amount
Balance, December 31, 202427,136,749$281$376,503$(6,200)$(361,453)$(718)$8,413$1,639$10,052
Common stock issued at $11.75 and $13.90 per share, net1,419,0011416,746———16,760—16,760
Vesting of restricted stock awards100,0001————1—1
Net (loss) income————(9,024)—(9,024)356(8,668)
Preferred stock dividends————(858)—(858)—(858)
Repurchases of common stock(42,900)——(345)——(345)—(345)
Other comprehensive income—————311311—311
Stock-based compensation——1,391———1,391—1,391
Balance, September 30, 202528,612,850$296$394,640$(6,545)$(371,335)$(407)$16,649$1,995$18,644

Kingsway Corporation

Consolidated Statements of Cash Flows

(in thousands)

Nine months ended September 30,
20262025
Cash provided by (used in):
Operating activities:
Net loss$(5,261)$(8,668)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense7,4306,388
Stock-based compensation expense2,0461,391
Net realized and unrealized investment gains(1,758)(341)
Impairment of intangible assets484468
Deferred income taxes(493)(2,724)
Gain on disposal of subsidiary(1,347)—
Other non-cash items412263
Changes in operating assets and liabilities, adjusted for assets and liabilities disposed of (2026) and acquired (2026 and 2025):
Service fee receivable, net(1,038)(1)
Deferred contract costs(727)(1,019)
Other assets(424)(455)
Deferred service fees4,1134,307
Other, net1,841398
Net cash provided by operating activities5,2787
Investing activities:
Proceeds from sales and maturities of fixed maturities6,5167,745
Purchases of fixed maturities(9,684)(7,437)
Net proceeds from limited liability investment, at fair value1,359130
Net proceeds from investments in private companies642130
Net proceeds from disposal of subsidiary, net of cash disposed of $6084,392—
Net working capital settlement and escrow releases related to acquisitions854190
Acquisition of businesses, net of cash acquired(3,180)(29,745)
Net purchases of property and equipment(1,507)(712)
Other, net(4)(193)
Net cash used in investing activities(612)(29,892)
Financing activities:
Proceeds from issuance of common stock, net—15,602
Proceeds from issuance of preferred stock—8,000
Cash paid for repurchase of common stock—(345)
Distributions to noncontrolling interest holders(707)—
Payment of preferred stock dividends(972)(674)
Payment of contingent consideration from acquisition—(420)
Taxes paid related to net share settlements of restricted stock awards(306)—
Principal proceeds from debt, net of debt issuance costs of $19 in 2026 and $389 in 202511,99424,059
Principal payments on debt(14,812)(12,572)
Payment of debt issuance costs(24)(72)
Net cash (used in) provided by financing activities(4,827)33,578
Net (decrease) increase in cash and cash equivalents and restricted cash(161)3,693
Cash and cash equivalents and restricted cash at beginning of period16,27113,136
Cash and cash equivalents and restricted cash at end of period$16,110$16,829
September 30,
20262025
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents$8,272$9,291
Restricted cash7,8387,538
Cash and cash equivalents and restricted cash per statements of cash flows$16,110$16,829
Nine months ended September 30,
20262025
Non-cash investing and financing activities:
Contingent consideration for acquisition of businesses$—$980
Seller phantom equity awards issued for acquisition of businesses$—$3,328
Notes receivable related to disposal of subsidiary$(1,510)$—
Notes payable issued for acquisition of businesses, net of discount$840$1,940
Notes payable extinguished in exchange for common stock$—$(1,038)
Common stock issued in exchange for notes payable$—$1,158

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

NOTE1 BUSINESS

On* May 18, 2026,following shareholder approval, Kingsway Financial Services Inc. changed its name to Kingsway Corporation (the "Company" or "Kingsway") and began trading on the New York Stock Exchange under a new ticker symbol, KWY, on May 19, 2026.Kingsway is a Delaware holding company with operating subsidiaries located in the United States and is the only publicly-traded US company employing the Search Fund model to acquire and build great businesses. The Company owns and operates a collection of high-qualityB2B* andB2C services companies that are asset-light, growing, and that have recurring revenues. Kingsway seeks to compound long-term shareholder value on a per share basis via its decentralized management model, its talented team of operators, and its tax-advantaged corporate structure.

NOTE2 BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X. Accordingly, they donot include all of the information and notes required by U.S. GAAP for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results arenot necessarily indicative of the results that* may*be expected for the year.

The accompanying unaudited consolidated interim financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and footnotes included within our Annual Report on Form10-K ("2025 Annual Report") for the year ended* December 31, 2025*.

The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries, as well as certain variable interest entities as further described in Note6, "Variable Interest Entities," to the consolidated financial statements in the2025 Annual Report. All material intercompany transactions and balances have been eliminated in consolidation.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined.

The critical accounting estimates and assumptions in the accompanying unaudited consolidated interim financial statements include, but arenot limited to, revenue recognition; valuation of fixed maturity investments; impairment assessment of investments; valuation of limited liability investment, at fair value; valuation of deferred income taxes; accounting for business combinations; valuation and impairment assessment of intangible assets; goodwill recoverability; valuation of contingent consideration; fair value assumptions for subordinated debt obligations; fair value assumptions for subsidiary stock-based compensation awards; and valuation of redeemable noncontrolling interest.

NOTE3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have beenno material changes to our significant accounting policies as reported in our2025 Annual Report.

NOTE4 RECENTLY ISSUED ACCOUNTING STANDARDS

(a) Adoption of New Accounting Standards:

Effective* January 1, 2026,the Company adopted ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets* ("ASU2025-05"), which amends the guidance on measuring expected credit losses using a probabilistic method and provides a practical expedient for all entities that simplifies the estimation of expected credit losses for current trade accounts receivable and contract assets arising from revenue transactions. The adoption of ASU2025-05 didnot have an impact on the Company's consolidated financial statements.

(b) Accounting StandardsNot Yet Adopted:

In* October 2023,the Financial Accounting Standards Board ("FASB") issued ASU2023*-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative("ASU2023-06"), which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. For SEC registrants, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company will monitor the removal of various requirements from the current regulations in order to determine when to adopt the related amendments, but doesnot anticipate the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures; Disaggregation of Income Statement Expenses ("ASU2024-03"). ASU2024-03 requires new financial statement disclosures within the footnotes in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. Qualitative disclosures about any remaining amounts in relevant expense line items must be provided. Separate disclosures of total selling expenses and an entity’s definition of those expenses are also required. ASU2024-03 is effective for public companies with annual periods beginning after* December 15, 2026,and interim periods within annual period beginning after December 15, 2027,*with early adoption permitted. The Company expects the adoption of the standard to result in additional disaggregation of expense captions within its footnote disclosures.

9

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

In* September 2025,the FASB issued ASU2025*-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350*-40): Targeted Improvements to the Accounting for Internal-Use Software*("ASU2025-06"), to modernize the accounting guidance for the costs to develop software for internal use. ASU2025-06 applies to costs incurred to develop or obtain software for internal use and amends the existing standard that refers to various stages of a software development project to align better with current software development methods. Under ASU2025-06, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the intended function. ASU2025-06 is effective for public business entities for fiscal years beginning after* December 15, 2027,and interim periods within those fiscal years. Early adoption is permitted for any interim period. The Company doesnot* anticipate the adoption of the new guidance will have a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate the impact of this guidance on its consolidated financial statements.

In* December 2025,the FASB issued ASU2025*-11, Interim Reporting (Topic270*): Narrow-Scope Improvements* ("ASU2025-11"), which clarifies the scope and application of interim reporting requirements. The amendments enhance guidance on the form and content of interim financial statements, and consolidate required interim disclosures across the Codification, including a new disclosure principle requiring entities to describe events or changes since the last annual reporting period that have a material impact on interim results. ASU2025-11 is effective for interim periods within annual reporting periods beginning after* December 15, 2027.*The Company is currently evaluating the impact of this guidance on its interim consolidated financial statements.

In* December 2025,the FASB issued ASU2025*-12, Codification Improvements ("ASU2025-12"), which includes technical corrections, clarifications, and other minor amendments intended to improve the consistency and usability of the FASB Accounting Standards Codification. The amendments address a variety of topics and arenot intended to change existing accounting conclusions. ASU2025-12 is effective for annual periods beginning after* December 15, 2026,*and interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

NOTE5 ACQUISITIONS AND DISPOSAL

(a) Acquisitions:

During thethree months ended* September 30, 2026* and* September 30, 2025*, the Company incurred acquisition expenses related to business combinations of $0.1 million and $0.9 million, respectively ($0.1 million and $1.3 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively), which are included in selling, general and administrative expenses in the consolidated statements of operations.

The following acquisitions were accounted for as business combinations using the acquisition method of accounting. The purchase price for each acquisition was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition and are subject to adjustment during a measurement period subsequent to the acquisition date,not to exceedone year, as permitted under U.S. GAAP. The Company records measurement period adjustments in the period in which the adjustments occur.

The goodwill recognized for each acquisition represents the premium paid over the fair value of the net tangible and intangible assets acquired, which the Company paid to grow its portfolio of companies and acquire an assembled workforce. The goodwill isnot deductible for tax purposes.

Romeo Computer Company, Inc.

On* August 5, 2026,the Company's subsidiary, Image Solutions LLC, acquired substantially all of the assets and certain specified liabilities of Romeo Computer Company, Inc. ("RCC") for aggregate consideration consisting of cash of approximately $2.4 million, less certain escrowed amounts for purposes of indemnification claims and working capital adjustments. RCC is a provider of managed IT and cybersecurity solutions based in the state of Michigan. The pro forma effects of the RCC acquisition werenot* material to the Company's unaudited consolidated statements of operations for thethree andnine months ended* September 30, 2026* and* September 30, 2025*.

The unaudited consolidated statements of operations include the earnings of RCC from the date of acquisition. From the date of acquisition through* September 30, 2026*, RCC's revenue and net income was immaterial.

M.L.C. Plumbing, LLC (d/b/a Bud's Plumbing)

On* March 14, 2025,the Company acquired 100% of the outstanding membership interests of M.L.C. Plumbing, LLC (d/b/a Bud's Plumbing Service, "Bud's Plumbing") for aggregate consideration consisting of cash and a seller note of approximately $5.0 million, less certain escrowed amounts for purposes of indemnification claims and working capital adjustments. The final purchase price was subject to a working capital true-up of less than $0.1 million that was paid during thesecond* quarter of2025. During thethird quarter of2025, the Company finalized its fair value analysis of the assets acquired and liabilities assumed with the assistance of athird party.

The unaudited consolidated statements of operations include the earnings of Bud's Plumbing from the date of acquisition.

The seller note was due to mature on* April 1, 2030;however, on August 7, 2025,*the seller note was repaid in full to the seller of Bud's Plumbing in exchange for shares of Kingsway common stock.

Roundhouse Electric & Equipment Co., Inc.

On* July**1,* 2025, the Company acquired 100% of the outstanding equity interests of Roundhouse Electric & Equipment Co., Inc. ("Roundhouse") for aggregate consideration consisting of cash and phantom equity awards to the selling stockholders, of approximately $23.5 million, less certain escrowed amounts for purposes of indemnification claims and working capital adjustments. During thenine months ended* September 30, 2026* and thefourth quarter of2025, funds that had been held in escrow for the purposes of indemnification claims of $0.1 million and $0.8 million, respectively, were released to the Company. The final purchase price was subject to a working capital true-up of less than $0.1 million that was paid to the Company during thefourth quarter of2025. Roundhouse, based in Odessa, Texas, is a provider of industrial-scale electric motor maintenance, repair, testing, and sales solutions primarily to midstream natural gas pipeline operators and utilities across the Permian Basin. As further discussed in Note21, "Segmented Information," Roundhouse is included in the Kingsway Search Xcelerator segment.

10

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

During thesecond quarter of2026, the Company finalized its fair value analysis of the assets acquired and liabilities. During thenine months ended* September 30, 2026*, the Company recorded a measurement period adjustment that decreased goodwill by $0.2 million compared to the amount recorded at* December 31, 2025.*The measurement period adjustment primarily reflects changes in the accrued liabilities and the release of funds held in escrow.

The unaudited consolidated statements of operations include the earnings of Roundhouse from the date of acquisition. From the date of acquisition through* September 30, 2025*, Roundhouse earned revenue of $4.9 million and had net income of $3.0 million, primarily related to a tax benefit recognized for the partial release of the Company's deferred tax valuation allowance related to the acquired deferred tax liabilities.

AAA Flexible Pipe Cleaning Corporation (d/b/a AAA Advanced Plumbing & Drain)

On* August 1, 2025,the Company (through its newly formed subsidiary, Advanced Plumbing & Drain LLC) acquired substantially all of the assets and certain specified liabilities of AAA Flexible Pipe Cleaning Corporation (d/b/a AAA Advanced Plumbing & Drain, "Advanced Plumbing") for aggregate consideration consisting of cash, a seller note and contingent consideration, of approximately $3.9 million, less certain escrowed amounts for purposes of indemnification claims and working capital adjustments. The final purchase price was subject to a working capital true-up of $0.1 million that was paid to the Company during thefirst* quarter of2026. The Company will also pay additional contingent consideration, only to the extent earned, in an aggregate amount of up to $1.5 million, which is subject to certain conditions, including growth in adjusted EBITDA for Advanced Plumbing during thethree-year period following the acquisition date. During thesecond quarter of2026, the Company finalized its fair value analysis of the assets acquired and liabilities.

The unaudited consolidated statements of operations include the earnings of Advanced Plumbing from the date of acquisition.

Efficient Plumbing, LLC (d/b/a Southside Plumbing)

On* August 14, 2025,the Company acquired 80% of the outstanding membership interests of Efficient Plumbing, LLC (d/b/a Southside Plumbing, "Southside Plumbing") for aggregate consideration consisting of cash, a seller note and contingent consideration, of approximately $4.7 million, less certain escrowed amounts for purposes of indemnification claims and working capital adjustments. The final purchase price was subject to a working capital true-up of less than $0.1 million that was paid to the Company during thefirst* quarter of2026. The Company will also pay additional contingent consideration, only to the extent earned, in an aggregate amount of up to $1.125 million, which is subject to certain conditions, including growth in adjusted EBITDA for Southside Plumbing during thethree-year period following the acquisition date. The 20% noncontrolling interest in Southside Plumbing is redeemable by the holder of the noncontrolling interest and includes a put option redemption feature that is outside of the Company’s control; therefore, the 20% interest is treated as redeemable noncontrolling interest and is presented outside of permanent equity in the consolidated balance sheets. See Note18, "Redeemable Noncontrolling Interest," for further discussion related to the redeemable noncontrolling interest. During thesecond quarter of2026, the Company finalized its fair value analysis of the assets acquired and liabilities.

The unaudited consolidated statements of operations include the earnings of Southside Plumbing from the date of acquisition.

Bud’s Plumbing (Evansville, IN), Advanced Plumbing (Cleveland, OH) and Southside Plumbing (Omaha, NE), provide various plumbing installation, service and repair services to residential and commercial customers. As further discussed in Note21, "Segmented Information," these companies are included in the Kingsway Search Xcelerator segment.

Summary Information

The following table summarizes the purchase price for our acquisitions:

(in thousands)RCCBud's PlumbingRoundhouseAdvanced PlumbingSouthside Plumbing
August 5, 2026March 14, 2025July 1, 2025August 1, 2025August 14, 2025
Purchase price:
Cash paid at closing$2,421$3,829$20,201$2,652$4,040
Working capital adjustment—31(27)(135)(47)
Seller note—1,100—420420
Release of indemnity escrow——(900)——
Seller phantom equity awards——3,328——
Contingent consideration———790190
Total purchase price$2,421$4,960$22,602$3,727$4,603

The estimated fair value of the Roundhouse seller phantom equity awards at the acquisition date of $3.3 million was determined based on the economic value of the phantom equity as of the acquisition date, which was derived from the fair value of Roundhouse, net of any debt, and is recorded in other liabilities, noncurrent in the consolidated balance sheets. See Note22, "Fair Value of Financial Instruments," for further discussion related to the seller phantom equity awards.

The estimated fair value of the Advanced Plumbing and Southside Plumbing contingent consideration obligations at the respective acquisition dates of $0.8 million and $0.2 million, respectively, were determined using a Monte Carlo simulation based on forecasted future results, and are recorded in other liabilities, noncurrent in the consolidated balance sheets. See Note22, "Fair Value of Financial Instruments," for further discussion related to contingent consideration.

11

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The following table summarizes the allocation of the purchase price and the estimated fair values of the assets acquired and liabilities assumed for our acquisitions:

(in thousands)RCCBud's PlumbingRoundhouseAdvanced PlumbingSouthside Plumbing
August 5, 2026March 14, 2025July 1, 2025August 1, 2025August 14, 2025
Purchase price$2,421$4,960$22,602$3,727$4,603
Cash and cash equivalents$81$308$333$23$94
Service fee receivable258464,259465334
Property and equipment541732,3556101,087
Right-of-use asset205————
Intangible asset not subject to amortization - trade name2303,1001,2201,6001,100
Intangible asset subject to amortization - customer relationships87050011,0001,1001,000
Other assets - other receivables, inventory and prepaid expenses5122689413058
Total assets$1,749$4,353$20,061$3,928$3,673
Accrued expenses and other liabilities$256$388$2,844$718$231
Debt————498
Income taxes payable——250——
Lease liability205————
Net deferred income tax liabilities——2,927——
Total liabilities$461$388$6,021$718$729
Total identifiable assets and liabilities$1,288$3,965$14,040$3,210$2,944
Redeemable noncontrolling interest$—$—$—$—$875
Excess purchase price allocated to goodwill$1,133$995$8,562$517$2,534

The fair value of the acquired service fee receivables in the table above are equivalent to their gross contractual amounts.

The fair value of the 20% redeemable noncontrolling interest in Southside Plumbing at the date of acquisition of $0.9 million was estimated by applying a market approach, utilizing a discount rate of 20%.

Unaudited Pro Forma Summary -2025 Acquisitions

The following unaudited pro forma summary presents the Company's consolidated financial statements for thethree andnine months ended* September 30, 2025as if Roundhouse, Bud's Plumbing, Advanced Plumbing and Southside Plumbing had been acquired on January 1, 2025.The pro forma summary is presented for illustrative purposes only and doesnot* purport to represent the results of our operations that would have actually occurred had the acquisitions occurred as of the beginning of the period presented or project our results of operations as of any future date or for any future period, as applicable. The pro forma results primarily include purchase accounting adjustments related to the acquisitions of Roundhouse, Bud's Plumbing, Advanced Plumbing and Southside Plumbing, interest expense and the amortization of debt issuance costs and discounts associated with the related financing obtained in connection with the Roundhouse and Southside Plumbing acquisitions (see "Note10-Debt "), tax related adjustments and acquisition related expenses.

(in thousands, except per share data)Three months ended September 30,Nine months ended September 30,
20252025
Revenues$38,314$115,396
Loss from continuing operations attributable to common shareholders$(4,671)$(9,752)
Basic loss per share - continuing operations$(0.16)$(0.35)
Diluted loss per share - continuing operations$(0.16)$(0.35)

(b) Disposal:

Trinity Warranty Solutions

On* May 8, 2026,pursuant to a membership interest purchase agreement, the Company sold all of the issued and outstanding equity interests of its subsidiary, Trinity Warranty Solutions LLC ("Trinity"), to Trinity Warranty Holding LLC ("Buyer") for gross proceeds of $8.0 million, consisting of $5.0 million in cash and $3.0 million in seller notes. The seller notes are non-interest bearing and are due May 8, 2036;however they could be paid off early at any time prior to May 8, 2036,for a discount, if certain conditions are met. At the May 8, 2026disposal date, the estimated fair value of the seller notes was $1.5 million. See Note22*, "Fair Value of Financial Instruments," for further discussion related to the Trinity seller notes.

As a result of the sale, the Company recognized a net gain on disposal of $1.3 million during thenine months ended* September 30, 2026*. The sale of Trinity didnot represent a strategic shift that will have a major effect on the Company's operations or financial results; therefore, Trinity isnot presented as a discontinued operation. The earnings of Trinity, which were included in the Extended Warranty segment, are included in the unaudited interim consolidated statements of operations through the* May 8, 2026date of sale. The assets, liabilities and equity of Trinity were deconsolidated effective May 8, 2026.*

12

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The sale of Trinity represents the disposal of a subsidiary of the Company, which had contributions to Extended Warranty revenue ofzero and $2.7 million for thethree months ended* September 30, 2026* and* September 30, 2025*, respectively ($2.8 million and $7.0 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively). Additionally, Trinity had pre-tax income ofzero and $0.4 million for thethree months ended* September 30, 2026* and* September 30, 2025*, respectively (less than $0.1 million and $0.7 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively).

NOTE6 INVESTMENTS

Investments at* September 30, 2026* and* December 31, 2025* are comprised as follows:

(in thousands)September 30, 2026December 31, 2025
Available-for-sale fixed maturities, at fair value (amortized cost of $40,207 and $37,005, respectively)$38,936$36,765
Limited liability investment, at fair value (a)3,2323,476
Limited liability investments (a)636649
Investments in private companies, at adjusted cost (a)575575
Short-term investments, at cost which approximates fair value180178
Total investments$43,559$41,643
(a)Included in other assets in the consolidated balance sheets.

The amortized cost, gross unrealized gains and losses included in accumulated other comprehensive loss, and estimated fair value of the Company's available-for-sale investments at* September 30, 2026* and* December 31, 2025* are summarized in the tables shown below:

(in thousands)September 30, 2026
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Fixed maturities:
U.S. government, government agencies and authorities$13,983$—$365$13,618
States, municipalities and political subdivisions934—14920
Mortgage-backed11,966258511,383
Asset-backed1,664—361,628
Corporate11,660227511,387
Total fixed maturities$40,207$4$1,275$38,936
(in thousands)December 31, 2025
Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Fixed maturities:
U.S. government, government agencies and authorities$13,441$97$47$13,491
States, municipalities and political subdivisions1,7883201,771
Mortgage-backed9,965792269,818
Asset-backed1,36510111,364
Corporate10,4465818310,321
Total fixed maturities$37,005$247$487$36,765

The table below summarizes the Company's fixed maturities at* September 30, 2026* by contractual maturity periods. Actual results* maydiffer as issuers may*have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of these obligations.

(in thousands)September 30, 2026
Amortized CostEstimated Fair Value
Due in one year or less$7,637$7,572
Due after one year through five years20,35819,845
Due after five years through ten years6,6506,367
Due after ten years5,5625,152
Total$40,207$38,936

13

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The following tables highlight the aggregate unrealized loss position, by security type, of available-for-sale investments in unrealized loss positions whereno credit loss allowance had been established as of* September 30, 2026* and* December 31, 2025*. The tables segregate the holdings based on the period of time the investments have been continuously held in unrealized loss positions.

(in thousands)September 30, 2026
Less than 12 MonthsGreater than 12 MonthsTotal
Estimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized Loss
Fixed maturities:
U.S. government, government agencies and authorities$3,142$51$10,476$314$13,618$365
States, municipalities and political subdivisions5785341991914
Mortgage-backed5,7312165,45436911,185585
Asset-backed1,22226132101,35436
Corporate5,4981245,14015110,638275
Total fixed maturities$16,171$422$21,543$853$37,714$1,275
(in thousands)December 31, 2025
Less than 12 MonthsGreater than 12 MonthsTotal
Estimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized LossEstimated Fair ValueUnrealized Loss
Fixed maturities:
U.S. government, government agencies and authorities$2,477$21$2,370$26$4,847$47
States, municipalities and political subdivisions300—1,088201,38820
Mortgage-backed33613,4332253,769226
Asset-backed——4171141711
Corporate408—6,1131836,521183
Total fixed maturities$3,521$22$13,421$465$16,942$487

At* September 30, 2026* and* December 31, 2025*, there were approximately 209 and 124 individual available-for-sale investments, respectively, that were in unrealized loss positions, for which an allowance for credit losses hasnot been recorded. The Company didnot have the intent to sell these investments, and it wasnot more likely thannot that the Company would be required to sell these investments before recovery of its amortized cost. The Company evaluated these investments for credit losses at* September 30, 2026* and* December 31, 2025* and considered many factors in evaluating whether the unrealized losses were credit related including, butnot limited to:

•the extent to which the fair value is less than amortized cost;
•conditions related to the security, industry, or geographic area;
•payment structure of the investment and the likelihood of the issuer’s ability to make contractual cashflows;
•defaults or other collectability concerns related to the issuer;
•changes in the ratings assigned by a rating agency; and
•other credit enhancements that affect the investment’s expected performance.

The Company determined that the unrealized losses on the fixed maturity investments were due to non-credit related factors at* September 30, 2026* and* December 31, 2025*.

The establishment of an impairment loss on an investment requires a number of judgments and estimates. Refer to the "Significant Accounting Policies and Critical Estimates" section of Management's Discussion and Analysis of Financial Condition included in the2025 Annual Report for further information regarding the Company's detailed analysis and factors considered in recording an impairment loss on an investment.

The Company:

•did not record any write-downs for impairment related to limited liability investments or investments in private companies for the three and nine months ended September 30, 2026 and September 30, 2025;
•had no unfunded commitments related to limited liability investments or limited liability investment, at fair value, as of September 30, 2026; and
•did not record any adjustments to the carrying value of its investments in private companies for observable price changes for the three and nine months ended September 30, 2026 and September 30, 2025.

14

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Interest and investment (loss) income, net reported in the consolidated statements of operations for thethree andnine months ended* September 30, 2026* and* September 30, 2025* were comprised as follows:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Net investment income$535$431$1,333$1,221
Net realized (losses) gains(257)(5)1,70752
(Loss) gain on change in fair value of limited liability investment, at fair value(618)11151289
Interest and investment (loss) income, net$(340)$537$3,091$1,562

Net investment income included in interest and investment (loss) income, net in the table above for thethree andnine months ended* September 30, 2026* and* September 30, 2025* was comprised as follows:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Investment income:
Interest from fixed maturities$395$357$1,115$1,044
Dividends10103030
Loss from limited liability investments(1)(1)(13)(1)
Other155108294251
Gross investment income5594741,4261,324
Investment expenses(24)(43)(93)(103)
Net investment income$535$431$1,333$1,221

Net realized (losses) gains on investments included in interest and investment (loss) income, net in the table above for thethree andnine months ended* September 30, 2026* and* September 30, 2025* were comprised as follows:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Available-for-sale fixed maturities:
Gross realized gains$—$—$—$—
Gross realized losses—(9)—(85)
Net realized losses on available-for-sale fixed maturities—(9)—(85)
Limited liability investment, at fair value(266)341,064129
Investments in private companies9(30)6438
Net realized (losses) gains$(257)$(5)$1,707$52

Realized gains related to limited liability investment, at fair value and investments in private companies for thenine months ended* September 30, 2026* relate to distributions received by the Company from these investments in excess of invested capital.

Proceeds from sales of available-for-sale fixed maturities werenot material during the periods presented.

NOTE7 GOODWILL

The following table summarizes the goodwill activity for thenine months ended* September 30, 2026*:

(in thousands)Kingsway Search XceleratorExtended WarrantyTotal
Balance, December 31, 2025$37,977$31,153$69,130
Acquisition1,811—1,811
Goodwill disposed of related to Trinity—(4,209)(4,209)
Measurement period adjustments(222)—(222)
Balance, September 30, 2026$39,566$26,944$66,510

As further discussed in Note5, "Acquisitions and Disposal," during thethird quarter of2026, the Company recorded goodwill of $1.1 million related to the acquisition of RCC. The goodwill related to this acquisition is provisional and subject to adjustment during the measurement period. The Company expects to complete its purchase price allocation within the nextnine months. The estimates, allocations and calculations recorded at* September 30, 2026* are subject to change as we obtain further information; therefore, the final fair values of the assets acquired and liabilities assumed* may**not* agree with the estimates included in these consolidated financial statements. Additionally, during thenine months ended* September 30, 2026*, the Company recorded goodwill of $0.7 million related to a small asset acquisition, that was accounted for as a business combination.

15

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Goodwill is assessed for impairment annually as of* November 30,or more frequently if events or circumstances indicate that the carrying value may**not* be recoverable. In evaluating the recoverability of goodwill, the Company estimates the fair value of its reporting units and compares it to the carrying value. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of goodwill impairment charge, or both. No goodwill impairment charges were recorded during thethree andnine months ended* September 30, 2026* and* September 30, 2025*.

NOTE8 INTANGIBLE ASSETS

Intangible assets at* September 30, 2026* and* December 31, 2025* were comprised as follows:

(in thousands)September 30, 2026
Gross Carrying ValueAccumulated AmortizationAccumulated Impairment LossesNet Carrying Value
Intangible assets subject to amortization:
Customer relationships$66,362$39,631$—$26,731
Developed technology651198—453
Intangible assets not subject to amortization:
Trade names23,667—3,30620,361
Total$90,680$39,829$3,306$47,545
(in thousands)December 31, 2025
Gross Carrying ValueAccumulated AmortizationAccumulated Impairment LossesNet Carrying Value
Intangible assets subject to amortization:
Customer relationships$65,112$33,867$—$31,245
Developed technology651146—505
Intangible assets not subject to amortization:
Trade names23,337—2,82220,515
Total$89,100$34,013$2,822$52,265

As further discussed in Note5, "Acquisitions and Disposal," during thethird quarter of2026, the Company recorded intangible assets related to customer relationships and trade name related to the acquisition of RCC. The Company expects to complete its purchase price allocation within the nextnine months. The estimates, allocations and calculations recorded at* September 30, 2026* are subject to change as we obtain further information; therefore, the final fair values of the assets acquired and liabilities assumed* may**not* agree with the estimates included in these consolidated financial statements. Additionally, during thenine months ended* September 30, 2026*, the Company acquired intangible assets related to customer relationships and trade name related to a small acquisition.

As discussed in Note5,"Acquisitions and Disposal," the Company disposed of Trinity on* May 8, 2026.*

The Company's intangible assets with definite useful lives are amortized either based on the patterns in which the economic benefits of the intangible assets are expected to be consumed or using the straight-line method over their estimated useful lives, which range from 5 to 15 years. Amortization of intangible assets was $2.0 million and $2.4 million for thethree months ended* September 30, 2026* and* September 30, 2025*, respectively ($6.3 million and $5.8 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively).

The trade name intangible assets have indefinite useful lives and arenot amortized. Indefinite-lived intangible assets are assessed for impairment annually as of* November 30,or more frequently if events or circumstances indicate that the carrying value may**not* be recoverable. The Company* mayperform its impairment test for any indefinite-lived intangible asset through a qualitative assessment or elect to proceed directly to a quantitative impairment test, however, the Company may*resume a qualitative assessment in any subsequent period if facts and circumstances permit.

At each quarter end of thefirst throughthird quarters of2026 and2025, the Company determined that certain trade names should be further examined under a quantitative approach due to actual revenue coming in lower than previous projections. Based upon these assessments, the Company recorded impairment charges as follows:

•$0.5 million for the nine months ended September 30, 2026, related to the CSuite (second quarter of 2026) and SNS (first quarter of 2026) trade names, and
•$0.2 million and $0.5 million, respectively, for the three and nine months ended September 30, 2025 related to the CSuite and Ravix trade names.

The trade name fair values were estimated using the relief-from-royalty method. The significant unobservable inputs used in the relief-from-royalty method, which are Level3 inputs, include a royalty rate and discount rate. The reduction in value is primarily due to higher discount rates and a reduction in projected revenue. Future impairments* maybe recorded if discount rates increase further, or if actual revenue falls short of current projections. The valuation of these assets isnot* dependent on the underlying profit or loss generated by the respective business. Therefore, even if a change in revenue doesnot have a significant impact on operating results, it could significantly impact the fair value of the trade name.

16

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

NOTE9 PROPERTY AND EQUIPMENT

Property and equipment at* September 30, 2026* and* December 31, 2025* were comprised as follows:

(in thousands)September 30, 2026
CostAccumulated DepreciationCarrying Value
Leasehold improvements$592$403$189
Furniture and fixtures20914663
Computer hardware2,2481,369879
Medical equipment889482407
Vehicles3,4287002,728
Machinery and equipment2,9403862,554
Total$10,306$3,486$6,820
(in thousands)December 31, 2025
CostAccumulated DepreciationCarrying Value
Leasehold improvements526346180
Furniture and fixtures26221151
Computer hardware2,0881,184904
Medical equipment746378368
Vehicles2,9242782,646
Machinery and equipment2,3951902,205
Total$8,941$2,587$6,354

Depreciation expense was $0.4 million and $0.3 million for thethree months ended* September 30, 2026* and* September 30, 2025*, respectively ($1.1 million and $0.6 million for thenine months ended* September 30, 2026and2025*, respectively).

NOTE10 DEBT

Debt consists of the following instruments at* September 30, 2026* and* December 31, 2025*:

(in thousands)September 30, 2026December 31, 2025
PrincipalCarrying ValuePrincipalCarrying Value
Bank loans:
KSX Term Loans$34,653$34,242$36,135$35,551
KSX Revolvers2,1692,1692,0532,053
Extended Warranty Term Loans and DDTL14,77914,70415,50415,438
Extended Warranty Revolver1,0001,0002,0002,000
Total bank loans52,60152,11555,69255,042
Notes payable:
KSX Notes Payable1,8931,7181,1641,016
KSX Vehicle Loans726726630630
KSX Equipment Loans691691326326
Total notes payable3,3103,1352,1201,972
Subordinated debt15,00013,30915,00013,698
Total Debt$70,911$68,559$72,812$70,712

All of the KSX and Extended Warranty indebtedness arises from individual, stand-alone credit agreements with the applicable Company subsidiary.None of such indebtedness is guaranteed by the Company or any other subsidiary or affiliate of the Company other than the borrower entity and its direct subsidiary, if any, and there areno cross-collateral, cross-default or similar provisions in the credit agreements.

Term loans are carried in the consolidated balance sheets at their amortized cost, which reflects the monthly or quarterly pay-down of principal, as well as amortization of any debt discount and issuance costs using the effective interest rate method.

The various bank loans contain a number of covenants, including, butnot limited to, a leverage ratio and a fixed charge ratio, all of which are as defined in and calculated pursuant to the respective bank loan agreements that, among other things, restrict the respective borrower’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets.

17

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The contractual maturities of the Company's principal debt balances as of* September 30, 2026* were as follows:

(in thousands)Principal Maturities
2026$13,084
20276,216
20286,218
202914,558
20305,528
Thereafter25,307
Total$70,911

(a) Bank loans - KSX:

Ravix

As part of the acquisition of Ravix Group, Inc. ("Ravix") on* October 1, 2021,Ravix became a wholly owned subsidiary of Ravix Acquisition LLC ("Ravix LLC"), and together they borrowed from a bank a principal amount of $6.0 million in the form of a term loan, and established a $1.0 million revolver to finance the acquisition of Ravix. As a result of the2022* acquisition of CSuite Financial Partners, LLC ("CSuite"), on* November 16, 2022,the Ravix term loan was amended to (1) include CSuite as a borrower; and (2) borrow an additional principal amount of $6.0 million in the form of a supplemental term loan. The term loan was due to mature on October**1,* 2027 prior to thefourth amendment of the term loan on* February 7, 2025 (*see further discussion below).

The Ravix term loan has a carrying value of $8.1 million and $8.3 million as of* September 30, 2026* and* December 31, 2025*, respectively. The Ravix revolver has a carrying value of $0.5 million at* September 30, 2026* and* December 31, 2025*.

Since origination, there have been amendments to the Ravix term loan and revolver. Changes to the Ravix term loan and revolver during2026 and2025 were as follows:

•On February 7, 2025, Ravix, Ravix LLC and CSuite entered into a fourth amendment to the Ravix term loan that provides for: (1) a new 2025 term loan in the principal amount of $9.1 million, with a maturity date of February 7, 2031; and (2) extending the maturity date of the revolver to February 7, 2027. In connection with the fourth amendment, Ravix used a portion of the proceeds to repay $6.4 million on the then outstanding term loan (original and supplemental).
•On January 2, 2026, Ravix, Ravix LLC and CSuite entered into a sixth amendment to the Ravix term loan that provides for adding a second tranche to the Ravix term loan with a principal amount of $0.5 million.

As a result of thefourth amendment, the Ravix term loan and revolver have an annual interest rate equal to the Prime Rate plus 0.5%. At* September 30, 2026*, the interest rate was 7.50%.

The various amendments to the term loan and revolver werenot deemed to be substantially different than prior to the amendment; therefore, the amendments were accounted for as modifications. The unamortized debt discount and issuance costs from the original Ravix term loan at the* February 7, 2025modification date of $0.1 million were recorded as loss on extinguishment of debt and are included in other (expenses) income, net in the consolidated statement of operations fornine* months ended* September 30, 2025*, since the original and supplemental term loans were fully repaid as part of the modification.

The Ravix term loan, as amended, is secured by certain of the equity interests and assets of Ravix and CSuite.

SNS

The SNS term loan has a carrying value of $2.4 million and $2.5 million as of* September 30, 2026* and* December 31, 2025*, respectively. The SNS revolver has a carrying value of $1.0 million as of* September 30, 2026* and* December 31, 2025*.

As part of the asset acquisition of Secure Nursing Service, Inc. on* November 18, 2022,the Company formed Secure Nursing Service LLC ("SNS"), which became a wholly owned subsidiary of Pegasus Acquirer Holdings LLC ("Pegasus LLC"), and together they borrowed from a bank a principal amount of $6.5 million in the form of a term loan, and established a $1.0 million revolver (the "SNS Revolver") to finance the acquisition of SNS (together, the "SNS Loan"). The SNS Loan has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 5.00%. At September 30, 2026*, the interest rate was 7.50%. The revolver matures on* December**2,* 2026 and the term loan matures on* November 18, 2028.As of December 31, 2025*, the SNS revolver is fully drawn.

The SNS Loan is secured by certain of the equity interests and assets of SNS.

Beginning* March 31, 2024through September 30, 2026*, SNS was in default under the SNS Loan due to debt covenant violations related to the leverage and fixed charge ratios (measured quarterly). Significant developments include:

•In February 2026, SNS and the lender amended the credit agreement to (1) extend the SNS revolver maturity date to be June 2, 2026; and (2) suspend monthly principal payments beginning February 2026 through May 2026, with the next principal payment resuming in June 2026.
•In July 2026, SNS and the lender amended the credit agreement to (1) extend the SNS revolver maturity date to December 2, 2026; and (2) suspend monthly principal payments through November 2026, with the next principal payment resuming in December 2026.

18

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

As of the report date, the Company hasnot received a waiver or amendment from the lender regarding this non-compliance. The Company is in active discussions with the lender with respect to obtaining a waiver. Also, as of the report date, there is some uncertainty as to whether the Company will be in compliance with the covenants in future periods, and ifnot, when the Company will be able to cure any potential violations. As a result, the Company has included the total principal balance due afterone-year related to the SNS Loan of $1.4 million and $2.3 million as of* September 30, 2026* and* December 31, 2025*, respectively, in short-term and current portion of long-term debt in the consolidated balance sheets. A default* may*permit the lender to declare the amounts owed under the SNS Loan immediately due and payable, exercise their rights with respect to collateral securing the obligation, and/or exercise any other rights and remedies available.

DDI

The DDI term loan has a carrying value of $3.4 million and $4.2 million as of* September 30, 2026* and* December 31, 2025*, respectively. The DDI revolver has a carrying value of $0.3 million and $0.2 million as of* September 30, 2026* and* December 31, 2025*, respectively.

As part of the acquisition of Digital Diagnostics Inc. ("DDI") on* October 26, 2023,DDI became a wholly owned subsidiary of DDI Acquisition, LLC ("DDI LLC"), and together they borrowed from a bank a principal amount of $5.6 million in the form of a term loan, and established a $0.4 million revolver to finance the acquisition of DDI (together, the "DDI Loan"). The DDI Loan has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 5.00%. At September 30, 2026*, the interest rate was 7.50%. The DDI revolver matures on* November 1, 2026and the term loan matures on October 26, 2029.During thenine* months ended* September 30, 2026*, DDI borrowed $0.3 million and made repayments of $0.2 million under the DDI revolver.

The DDI Loan is secured by certain of the equity interests and assets of DDI.

Beginning* September 30, 2025through September 30, 2026*, DDI was in default under the DDI Loan due to a debt covenant violation related to the fixed charge ratio (measured quarterly). As of the report date, the Company hasnot received a waiver or amendment from the lender regarding this non-compliance. The Company is in active discussions with the lender with respect to obtaining a waiver. Also, as of the report date, there is some uncertainty as to whether the Company will be in compliance with the covenants in future periods, and ifnot, when the Company will be able to cure any potential violations. As a result, the Company has reclassified the total principal balance of the DDI Loan due afterone-year of $2.3 million from long-term debt to short-term and current portion of long-term debt in the consolidated balance sheet as of* September 30, 2026*. A default* may*permit the lender to declare the amounts owed under the DDI Loan immediately due and payable, exercise their rights with respect to collateral securing the obligation, and/or exercise any other rights and remedies available.

Image Solutions

The Image Solutions term loan has a carrying value of $7.7 million and $6.7 million as of* September 30, 2026* and* December 31, 2025*, respectively. At* September 30, 2026* and* December 31, 2025*, the balance of the revolver waszero.

As part of the acquisition of Image Solutions, LLC ("Image Solutions") on* September 26, 2024,Image Solutions became a wholly owned subsidiary of Steel Bridge Acquisition, LLC ("SB LLC"), and together they borrowed from a bank a principal amount of $7.75 million in the form of a term loan, and established a $0.5 million revolver to finance the acquisition of Image Solutions (together, the "Image Solutions Loan"). The Image Solutions Loan requires monthly payments of principal and interest and has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 7.25%. At September 30, 2026*, the interest rate was 7.50%. The revolver was due to mature on* September 26, 2026and the term loan was due to mature on September 26, 2030prior to thesecond* amendment of the Image Solutions Loan on* August 3, 2026 (*see further discussion below).

On* August 3, 2026,Image Solutions entered into asecond* amendment to the Image Solutions term loan that provides for (1) a new term loan with a principal amount of $7.75 million, with a maturity date of* August 3, 2032,and (2) extending the maturity date of the revolver to August 3, 2029.In connection with thesecond* amendment, Image Solutions used a portion of the proceeds from the new term loan to repay the outstanding principal balance under the original term loan of $6.3 million. The amendment to the Image Solutions Loan wasnot deemed to be substantially different than prior to the amendment; therefore, the amendment was accounted for as a modification.

The Image Solutions Loan is secured by certain of the equity interests and assets of Image Solutions.

Roundhouse

The Roundhouse term loan has a carrying value of $9.1 million and $10.3 million as of* September 30, 2026* and* December 31, 2025*, respectively. At* September 30, 2026* and* December 31, 2025*, the balance of the revolver waszero.

As part of the acquisition of Roundhouse on* July 1, 2025,Roundhouse became a wholly owned subsidiary of Longhorns Acquisition LLC ("Longhorns LLC"), and together they borrowed from a bank a principal amount of $11.0 million in the form of a term loan, and established a $0.5 million revolver to finance the acquisition of Roundhouse (together, the "Roundhouse Loan"). The Roundhouse term loan requires monthly payments of principal and interest and has an annual interest rate equal to the greater of theone*-month term Secured Overnight Financing Rate ("SOFR") plus 3.3%, or 5.0%. At* September 30, 2026*, the interest rate was 7.38%. The Roundhouse term loan and revolver mature on* July 1, 2035.*

The Roundhouse Loan is secured by certain of the equity interests and assets of Roundhouse.

Kingsway Plumbing Holdco LLC ("KPH")

The KPH term loan has a carrying value of $3.6 million as of* September 30, 2026* and* December 31, 2025*. The KPH revolver has a carrying value of $0.4 million as of* September 30, 2026* and* December 31, 2025*.

In2025, the Company formed KPH, whose subsidiaries include Bud's Plumbing, Advanced Plumbing and Southside Plumbing. As part of the acquisition of Southside Plumbing on* August 14, 2025,KPH and its subsidiaries borrowed from a bank a principal amount of $3.75 million in the form of a term loan, and established a $0.5 million revolver (together, the "KPH Loan"). The KPH term loan requires monthly payments of interest and has an annual fixed interest rate of 7.5%. Monthly principal payments on the KPH term loan began September 14, 2026.The term loan matures on August 14, 2032.The KPH revolver requires monthly payments of interest and has an annual interest rate equal to the greater of the Prime Rate plus 0.75%, or 7.5%. The KPH revolver matures on November 14, 2026.*

19

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The KPH Loan is secured by certain of the equity interests and assets of KPH.

At* June 30, 2026and September 30, 2026*, KPH was in default under the KPH Loan due to a debt covenant violation related to the leverage and fixed charge ratios (measured quarterly). As of the report date, the Company hasnot received a waiver or amendment from the lender regarding this non-compliance. As a result, the Company has reclassified the total principal balance of the KPH Loan due afterone-year of $3.2 million from long-term debt to short-term and current portion of long-term debt in the consolidated balance sheet as of* September 30, 2026*. The Company is in active discussions with the lender with respect to obtaining a waiver. As of the report date, there is some uncertainty as to whether the Company will be in compliance with the covenants in future periods, and ifnot, when the Company will be able to cure any potential violations. A default* may*permit the lender to declare the amounts owed under the KPH Loan immediately due and payable, exercise their rights with respect to collateral securing the obligation, and/or exercise any other rights and remedies available.

(b) Bank loans - Extended Warranty:

Kingsway Warranty Holdings LLC ("KWH")

The KWH term loan has a carrying value of $10.5 million and $10.8 million as of* September 30, 2026* and* December 31, 2025*, respectively. The KWH delayed draw term loan ("DDTL") has a carrying value of $4.2 million and $4.7 million as of* September 30, 2026* and* December 31, 2025*, respectively. As of* September 30, 2026* and* December 31, 2025*, the KWH DDTL is fully drawn. The KWH revolver has a carrying value of $1.0 million and $2.0 million as of* September 30, 2026* and* December 31, 2025*, respectively.

In2019, the Company formed KWH, whose original subsidiaries included IWS Acquisition Corporation ("IWS"), Geminus Holdings Company, Inc. ("Geminus") and Trinity. As part of the acquisition of PWI Holdings, Inc. ("PWI") on* December 1, 2020,*PWI became a wholly owned subsidiary of KWH, which borrowed a principal amount of $25.7 million from a bank, consisting of a $24.7 million term loan and a $1.0 million revolving credit facility.

The KWH term loan and revolver has an annual interest rate equal to SOFR, having a floor of 0.75%, plus spreads ranging from 2.62% to 3.12%. At* September 30, 2026*, the interest rate was 7.02%. The KWH term loan and DDTL mature on* May 24, 2029.The revolver was due to mature on March 31, 2027prior to thesixth* amendment on* September 30, 2026 (*see further discussion below).

Since origination, there have been amendments to the KWH term loan and revolver. Changes to the KWH term loan and revolver during2026 and2025 are as follows:

•On December 18, 2025, KWH entered into a fifth amendment to the revolver that provides for: (1) an increase to the KWH revolver commitment from $1.0 million to $5.0 million; and (2) amends to maturity date of the KWH revolver to March 31, 2027. During the fourth quarter of 2025, KWH borrowed $1.0 million under the KWH revolver. During the first, second and third quarters of 2026, KWH borrowed an additional $1.0 million, $0.75 million and $1.25 million, respectively, under the KWH revolver.
•On September 30, 2026, KWH entered into a sixth amendment to the 2020 KWH Loan that provides for (1) converting $4.0 million of the existing revolver balance into a new 2026 term loan with a maturity date of May 24, 2029; (2) reducing the revolver commitment from $5.0 million to $1.0 million and extending the maturity date of the revolver to May 24, 2029; and (3) reducing the remaining principal repayment amounts on the 2024 KWH Term Loan and 2024 KWH DDTL.

The amendments werenot deemed to be substantially different than prior to the amendments; therefore, the amendments were accounted for as a modification.

During thenine months ended* September 30, 2026*, KWH repaid $4.7 million of principal under the KWH term loan and DDTL, including a $3.0 million prepayment from the proceeds of the sale of Trinity.

The term loan and revolver, as amended, are secured by certain of the equity interests and assets of KWH and its subsidiaries.

(c) Notes payable - KSX:

On* July 1, 2025Roundhouse established a $0.75 million non-revolving equipment line of credit with a bank. On March 4, 2026,Roundhouse borrowed $0.4 million under the equipment line of credit. The Roundhouse equipment loan matures on March 1, 2033,*requires monthly payments of principal and interest and has an annual fixed interest rate of 7.0%.

The following seller notes were entered into during2026 and2025 in connection with various acquisitions which were used to partially finance the respective acquisitions:

•Ravix on January 2, 2026, principal amount of $0.9 million in the form of a promissory note, in connection with an acquisition;
•Advanced Plumbing on August 1, 2025, principal amount of $0.5 million in the form of a promissory note; and
•Southside Plumbing on August 14, 2025, principal amount of $0.5 million in the form of a promissory note.

(d) Subordinated debt:

On* May 22, 2003,a subsidiary trust of the Company, Kingsway DE Statutory Trust III, issued $15.0 million of 30-year capital securities tothird*-parties in a private transaction. A corresponding floating rate junior subordinated deferrable interest debenture was then issued by KAI to the trust in exchange for the proceeds from the private sale. The floating rate debenture bears interest at the rate of CME Term SOFR, plus a spread of 4.20%. The Company has the right to call these securities at par value any time afterfive years from its issuance until its maturity.

The subordinated debt, or TruPs, is carried in the consolidated balance sheets at fair value. See Note22, "Fair Value of Financial Instruments," for further discussion of the subordinated debt. The portion of the change in fair value of subordinated debt related to the instrument-specific credit risk is recognized in other comprehensive (loss) income.

20

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The change in fair value of the Company’s subordinated debt is recorded in the consolidated financial statements for thethree andnine months ended* September 30, 2026* and* September 30, 2025* was as follows:

(in thousands) · Three Months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
(Decrease) increase in fair value included in other comprehensive (loss) income (a)$(268)$(58)$(706)$480
Loss on change in fair value included in other (expenses) income, net in the consolidated statement of operations$149$19$317$-
(Decrease) increase in fair value of subordinated debt$(119)$(39)$(389)$480
(a)attributable to instrument-specific credit risk

The agreement governing the remaining subordinated debt contains a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, make dividends and distributions, and make certain payments in respect of the Company’s outstanding securities.

NOTE11 LEASES

(a) Lessee leases:

The Company has operating leases for office space that include fixed base rent payments, as well as variable rent payments to reimburse the landlord for operating expenses and taxes. The Company’s variable lease payments donot depend on a published index or rate, and therefore, are expensed as incurred. The Company includes only fixed payments for lease components in the measurement of the right-of-use asset and lease liability. There areno residual value guarantees. The Company also leases certain equipment under a finance lease.

The following table summarizes the operating and finance lease amounts included in the Company's consolidated balance sheets as of* September 30, 2026* and* December 31, 2025*:

(in thousands) · Classification in Balance Sheet · September 30, 2026 · December 31, 2025
Assets
Operating right of use assetsOther assets$6,366$7,014
Finance right of use assetOther assets121—
Total right of use assets$6,487$7,014
Liabilities
Operating lease liabilities, currentAccrued expenses and other current liabilities$1,113$1,083
Operating lease liabilities, noncurrentOther liabilities, noncurrent5,4106,221
Finance lease liability, currentAccrued expenses and other current liabilities22—
Finance lease liability, noncurrentOther liabilities, noncurrent95—
Total lease liabilities$6,640$7,304

Operating lease costs, variable lease costs and short-term lease costs included in selling, general and administrative expenses for thethree andnine months ended* September 30, 2026* and* September 30, 2025* were as follows:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Operating lease cost$397$380$1,189$791
Variable lease cost6055176157
Short-term lease cost742062

Finance lease costs were immaterial for thethree andnine months ended* September 30, 2026*. At* December 31, 2025,the Company hadno* finance lease obligations.

The annual maturities of lease liabilities as of* September 30, 2026* were as follows:

(in thousands)Lease Commitments
2026$399
20271,475
20281,213
20291,084
2030981
2031 and thereafter3,306
Total undiscounted lease payments8,458
Imputed interest1,818
Total lease liabilities$6,640

21

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The weighted-average remaining lease term for our operating leases was 6.93 years and 7.68 years as of* September 30, 2026* and* December 31, 2025*, respectively. The weighted-average discount rate of our operating leases was 6.92% and 6.86% as of* September 30, 2026* and* December 31, 2025*, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $1.1 million and $0.8 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively.

The remaining lease term for our finance lease is 4.65 years and the discount rate is 6.25% as of* September 30, 2026*. Cash paid for amounts included in the measurement of finance lease liabilities was less than $0.1 million for thenine months ended* September 30, 2026*.

(b) Lessor leases:

The Company enters into contracts withthird-parties to lease equipment to its customers. In certain of these contracts, the Company has the option to purchase the equipment back from suchthird party at the end of the lease term with the end customer. In these cases, the Company determined that these contracts represent a lease, and the Company is a lessor under these contracts. The sum of the lease payments received by the Company exceeds the cost of the equipment. Therefore, these leases are determined to be sales-type leases. The Company receives the full lease payment for the equipment upfront when the equipment is delivered to the customer and installation is complete. Therefore, the Company doesnot record a receivable or interest income related to these leases. The Company recognizes all revenue and costs associated with the sales-type lease within revenue, and cost of services, respectively, upon delivery and installation of the equipment to the customer. For thethree months ended* September 30, 2026* and* September 30, 2025*, total revenue recognized from sales-type leases was $0.3 million and $0.4 million, respectively ($1.3 million and $1.1 million for thenine months ended* September 30, 2026and2025*, respectively).

NOTE12 OTHER ASSETS AND OTHER LIABILITIES

Other current assets includes accrued investment income, inventory and the current portion of other receivables, prepaid expenses and contract asset. Current other receivables are recorded net of an allowance at* September 30, 2026* and* December 31, 2025*.

Other assets includes other investments, lease right of use assets and the noncurrent portion of other receivables, prepaid expenses and contract asset.

Accrued expenses and other current liabilities include the following:

(in thousands)September 30, 2026December 31, 2025
Accrued Expenses and Other Current Liabilities:
Accounts payable$3,358$3,629
Refund liability5,3404,654
Current lease liability1,1361,083
Other accrued liabilities15,59915,768
Total$25,433$25,134

Other liabilities, noncurrent includes contingent liabilities, seller phantom equity award liabilities and the noncurrent portion of accrued expenses and lease liability.

NOTE13 REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from contracts with customers relates to the Kingsway Search Xcelerator and Extended Warranty segments and includes: business services revenue, healthcare services revenue, software license and support revenue, motor sales and repair service revenue, skilled trades repair and service revenue, vehicle service agreement fees, maintenance support service fees and warranty product commissions, based on terms of various agreements with consumers, businesses and credit unions. Customers either pay in full when business and healthcare services, software license and support, motor sales and skilled trades services are billed, or at the inception of a warranty contract or commission product sale, or on terms subject to the Company’s customary credit reviews.

The following table disaggregates revenues from contracts with customers by revenue type for thethree andnine months ended* September 30, 2026* and* September 30, 2025*:

(in thousands) · Three months ended September 30, · Nine months ended September 30,
2026 · 2025 · 2026 · 2025
Vehicle service agreement feesIWS, Geminus and PWI$16,419$15,504$48,530$45,538
Maintenance support service feesTrinity—1,2038433,299
Warranty product commissionsTrinity—1,4911,9963,673
Business services feesRavix, CSuite and Image Solutions6,3745,47418,69817,405
Healthcare services feesSNS and DDI3,9814,33413,00813,493
Software license and support feesSPI6388953,2812,732
Motor sales and repair service feesRoundhouse6,7624,88816,7334,888
Skilled trades repair and service feesBud's Plumbing, Advanced Plumbing and Southside Plumbing4,6773,38414,1635,413
Total revenue$38,851$37,173$117,252$96,441

22

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Vehicle service agreement fees include the fees collected to cover the costs of future automobile mechanical breakdown claims and the associated administration of those claims. Vehicle service agreement fees are earned over the duration of the vehicle service agreement contracts as the single performance obligation is satisfied. Vehicle service agreement fees are initially recorded as deferred service fees with revenues recognized over the term of the contract based on the proportion of expected claims to total overall claims to be incurred over the life of the contract. The Company believes this reasonably represents the transfer of services to the vehicle service contract holder over the warranty term. The Company compares the remaining deferred service fees balance to the estimated amount of expected future claims under the vehicle service agreement contracts and records an additional accrual if the deferred service fees balance is less than expected future claims costs.

In certain jurisdictions the Company is required to refund to a customer a pro-rata share of the vehicle service agreement fees if a customer cancels the agreement prior to the end of the term. Depending on the jurisdiction, the Company* may*be entitled to deduct from the refund a cancellation fee and/or amounts for claims incurred prior to cancellation. While refunds vary depending on the term and type of product offered, historically refunds have averaged 6.65% to 11.20% of the original amount of the vehicle service agreement fee. Revenues recorded by the Company are net of variable consideration related to refunds and the associated refund liability is included in accrued expenses and other liabilities. The Company estimates refunds based on the actual historical refund rates by warranty type taking into consideration current observable refund trends in estimating the expected amount of future customer refunds to be paid at each reporting period.

Maintenance support service fees include the service fees collected to administer equipment breakdown and maintenance support services and are earned as services are rendered.

Warranty product commissions include the commissions from the sale of warranty contracts for certain new and used heating, ventilation, air conditioning ("HVAC"), standby generator, commercial LED lighting and commercial refrigeration equipment. The Company acts as an agent on behalf of thethird-party insurance companies that underwrite and guaranty these warranty contracts. The Company doesnot guaranty the performance underlying the warranty contracts it sells. Warranty product commissions are earned at the time of the warranty product sales.

Business services revenue includes the revenue from providing outsourced finance and human resources services and information technology managed services. The Company invoices for business services revenue based on contracted rates. Revenue is earned over time as services are provided to the customer.

Healthcare services revenue includes revenue from providing healthcare professional staffing services and outsourced cardiac telemetry services for general acute care, long-term acute care and inpatient rehabilitation hospitals. The Company invoices for healthcare services revenue based on contracted rates. Revenue is earned over time as services are provided to the customer.

Software license and support revenue includes revenue from the sale or rental of software products created exclusively to serve the management needs of all types of shared-ownership properties. Software licenses are on-premise at customer locations and considered fully functional when made available and delivered to the customer. As the customer can use and benefit from the license on its own, software licenses represent distinct performance obligations. Revenue is recognized upfront at the point in time when control is transferred, which is defined as the point in time when the customer can use and benefit from the license. The Company's software licenses are sold as term licenses, and the contracts include software support services, which are accounted for as separate performance obligations. Software support revenue is recognized ratably over the contract period as services are rendered. For certain SPI contracts, the transaction price of the software license is billed in installments, typically over athree tofive year period. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as interest income separate from software license and support fee revenue over the term of the arrangement with the customer. Pursuant to practical expedients afforded under ASC606, the Company doesnot recognize a financing component for software license sales that have a term ofone year or less.

Motor sales and repair service revenue include the service fees collected from the sale of new electric motors, in-shop repair and refurbishment of customer-owned electric motors, transformers, switchgear, ancillary parts, and on-site services for customers, including preventative maintenance, infrared scans, VLF cable testing, and vibration analysis for various types of electrical equipment. Motor sales and repair service revenue is earned as motors are delivered to the customer or as repair services are provided to the customer.

Skilled trades repair and service revenue include the service fees collected to administer plumbing repairs and maintenance support services and are earned over time as services are provided to the customer.

The Company's revenue recognition policies are further described in Note2(q), "Summary of Significant Accounting Policies - Revenue recognition," to the consolidated financial statements in the2025 Annual Report.

Service fee receivables

Receivables from contracts with customers are reported as service fee receivable, net in the consolidated balance sheets and at* September 30, 2026* and* December 31, 2025* were $13.7 million and $13.8 million, respectively. The decrease in receivables from contracts with customers was primarily due to the timing difference between the Company's satisfaction of performance obligations and customer payments.

Service fee receivable is reported net of an estimated allowance for credit losses at* September 30, 2026* and* December 31, 2025* of $1.2 million and $1.1 million, respectively. During thethree months ended* September 30, 2026* and* September 30, 2025*, the Company recorded an increase to its allowance for credit losses of $0.1 million and $0.4 million, respectively ($0.4 million and $0.5 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively). Service fee receivables that are deemed to be uncollectible are written off against the allowance for credit losses when identified.

23

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Contract asset

Contract asset is included in the Company's consolidated balance sheets as of* September 30, 2026* and* December 31, 2025* as follows:

(in thousands) · Classification in Balance Sheet · September 30, 2026 · December 31, 2025
Contract asset, currentOther current assets$1,006$112
Contract asset, noncurrentOther assets1,4201,945
Total contract asset$2,426$2,057

The Company records a contract asset when revenue is recognized prior to billing the customer. Upon billing, which typically occurs over athree tofive year installment period, the value of the contract asset is reversed and service fee receivable is recorded. Changes in the contract asset for thenine months ended* September 30, 2026* were as follows:

(in thousands)Nine Months Ended September 30, 2026
Balance, December 31, 2025$2,057
Contract asset additions1,888
Amounts transferred to service fee receivables(1,238)
Adjustment of contract asset balances(281)
Balance, September 30, 2026$2,426

The contract asset is reported net of an estimated allowance for credit losses ofzero at* September 30, 2026* and* December 31, 2025*. Contract assets that are deemed to be uncollectible are written off against the allowance for credit losses when identified. During each of thethree andnine months ended* September 30, 2026* and* September 30, 2025*, the Company recorded write-offs to the contract asset for amounts that were deemed to be uncollectible ofzero.

Deferred service fees

The Company records deferred service fees resulting from contracts with customers when payment is received in advance of satisfying the performance obligations. Changes in deferred service fees for thenine months ended* September 30, 2026* were as follows:

(in thousands)Nine Months Ended September 30, 2026
Balance, December 31, 2025$87,154
Deferral of revenue53,727
Recognition of deferred service fees(49,614)
Balance, September 30, 2026$91,267

Approximately $32.6 million and $34.7 million of revenues from contracts with customers recognized during thenine months ended* September 30, 2026* and* September 30, 2025* was included in deferred service fees as of* December 31, 2025* and* December 31, 2024*, respectively.

Remaining performance obligations

The Company expects to recognize withinone year as revenue approximately 47.0% of theoutstanding performance obligations as of* September 30, 2026*. The balance relates primarily to vehicle service agreement fees.

Deferred contract costs

Deferred contract costs represent the deferral of incremental costs to obtain or fulfill a contract with a customer. Incremental costs to obtain a contract with a customer primarily include sales commissions. The Company capitalizes costs incurred to fulfill a contract if the costs are identifiable, generate or enhance resources used to satisfy future performance obligations and are expected to be recovered. Costs to fulfill a contract include labor costs for set-up activities directly related to the acquisition of vehicle service agreements. Contract costs are deferred and amortized over the expected customer relationship period consistent with the pattern in which the related revenues are earned. Amortization of incremental costs to obtain a contract and costs to fulfill a contract with a customer are recorded in cost of services in the unaudited consolidated statements of operations. No impairment charges related to deferred contract costs were recorded during thethree andnine months ended* September 30, 2026* and* September 30, 2025*.

The deferred contract costs balances and related amortization expense for thethree months ended* September 30, 2026* and* September 30, 2025* were comprised as follows:

(in thousands)Three months ended September 30, 2026Three months ended September 30, 2025
Costs to Obtain a ContractCosts to Fulfill a ContractTotalCosts to Obtain a ContractCosts to Fulfill a ContractTotal
Balance at June 30, net$15,301$90$15,391$14,484$86$14,570
Additions3,25573,2622,98262,988
Amortization(3,014)(5)(3,019)(2,645)(5)(2,650)
Balance at September 30, net$15,542$92$15,634$14,821$87$14,908

24

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The deferred contract costs balances and related amortization expense for thenine months ended* September 30, 2026* and* September 30, 2025* were comprised as follows:

(in thousands)Nine months ended September 30, 2026Nine months ended September 30, 2025
Costs to Obtain a ContractCosts to Fulfill a ContractTotalCosts to Obtain a ContractCosts to Fulfill a ContractTotal
Balance at December 31, net$14,819$88$14,907$13,808$81$13,889
Additions9,571209,5918,583198,602
Amortization(8,848)(16)(8,864)(7,570)(13)(7,583)
Balance at September 30, net$15,542$92$15,634$14,821$87$14,908

NOTE14 INCOME TAXES

Income tax benefit for thethree andnine months ended* September 30, 2026* and* September 30, 2025* varies from the amount that would result by applying the applicable U.S. federal corporate income tax rate of 21% to loss before income tax benefit. The following table summarizes the differences:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Income tax benefit at U. S. statutory income tax rate$(698)$(937)$(1,112)$(2,334)
Valuation allowance303(1,338)105(397)
Share-based payment awards419589147
Earnings of noncontrolling interests105(2)(101)(60)
State and local income taxes, net of federal income tax effects793529468
Disposition of subsidiary——652—
Other(4)9737131
Income tax benefit$(174)$(2,050)$(36)$(2,445)

The Company maintains a valuation allowance for its gross deferred tax assets at* September 30, 2026* and* December 31, 2025*. The Company's operations have generated substantial operating losses in prior years. These losses can be available to reduce income taxes that might otherwise be incurred on future taxable income; however, it is uncertain whether the Company will generate the taxable income necessary to utilize these losses or other reversing temporary differences. This uncertainty has caused management to place a valuation allowance on its* September 30, 2026* and* December 31, 2025* net deferred tax asset, excluding the deferred income tax liability amounts set forth in the paragraph below which were determined tonot reverse and offset existing deferred tax assets.

The Company carries net deferred income tax liabilities of $2.7 million and $3.2 million at* September 30, 2026* and* December 31, 2025*, respectively, that consists of:

•$4.2 million and $4.1 million of deferred income tax liabilities related to indefinite lived intangible assets;
•$1.9 million and $1.4 million of deferred income tax assets related to indefinite life tax attribute carryforwards; and
•$0.4 million and $0.5 million of deferred state income tax liabilities.

As of* September 30, 2026* and* December 31, 2025*, the Company hadno unrecognized tax benefits. The Company classifies interest and penalty accruals, if any, related to unrecognized tax benefits as income tax benefit. The Company recorded income tax expense ofzero related to interest and penalty accruals for thethree andnine months ended* September 30, 2026* and* September 30, 2025*.

25

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

NOTE15 LOSS PER SHARE

The following table sets forth the reconciliation of numerators and denominators for the basic and diluted loss pershare computation for thethree andnine months ended* September 30, 2026* and* September 30, 2025*:

(in thousands, except per share data)Three months ended September 30,Nine months ended September 30,
2026202520262025
Numerator:
Net loss$(3,150)$(2,411)$(5,261)$(8,668)
Less: net loss (income) attributable to noncontrolling interests and redeemable noncontrolling interests502(45)(476)(322)
Less: dividends on preferred stock(328)(325)(973)(858)
Numerator used in calculating basic loss per share attributable to common shareholders$(2,976)$(2,781)$(6,710)$(9,848)
Numerator used in calculating diluted loss per share attributable to common shareholders$(2,976)$(2,781)$(6,710)$(9,848)
Denominator:
Weighted-average basic shares
Weighted-average common shares outstanding28,62428,50828,62227,607
Weighted-average diluted shares
Weighted-average common shares outstanding28,62428,50828,62227,607
Effect of potentially dilutive securities (a)
Stock options————
Unvested restricted stock awards————
Convertible preferred stock————
Total weighted-average diluted shares28,62428,50828,62227,607
Basic loss per share attributable to common shareholders$(0.10)$(0.10)$(0.23)$(0.36)
Diluted loss per share attributable to common shareholders$(0.10)$(0.10)$(0.23)$(0.36)
(a)Potentially dilutive securities consist of stock options and unvested restricted stock awards, calculated using the treasury stock method, and convertible preferred stock, using the if-converted method. Because the Company is reporting a net loss attributable to common shareholders for the three and nine months ended September 30, 2026 and September 30, 2025, all potentially dilutive securities outstanding were excluded from the calculation of diluted loss per share since their inclusion would have been anti-dilutive.

Basic loss per share excludes dilution and is computed by dividing loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is calculated using weighted-average diluted shares. Weighted-average diluted shares is calculated by adding the effect of potentially dilutive securities to weighted-average common shares outstanding. Potentially dilutive securities are excluded from the diluted loss per share computation in loss periods and when the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive.

The following weighted-average potentially dilutive securities arenot included in thedilut ed loss per share calculations above because they would have had an antidilutive effect on the loss per share:

Three months ended September 30,Nine months ended September 30,
2026202520262025
Stock options865,000265,000865,000265,000
Unvested restricted stock awards235,488343,302235,488343,302
Convertible preferred stock1,710,5261,710,5261,710,5261,710,526
Total2,811,0142,318,8282,811,0142,318,828

26

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

NOTE16 STOCK-BASED COMPENSATION

The Company recognizes stock-based compensation expense for all share-based awards made to employees, including restricted stock awards, restricted common unit awards and employee stock options, based on estimated fair values. Total stock-based compensation expense related to all of the Company's restricted stock awards, restricted common unit awards and employee, director and non-employee stock optionswas $0.5 million and $0.6 millionfor thethree months ended* September 30, 2026* and* September 30, 2025*, respectively ($2.0 million and $1.4 million for thenine months ended* September 30, 2026and2025*, respectively). Changes related to the Company’s share-based awards during thenine months ended* September 30, 2026* are further described below.

(a) Restricted Stock Awards of the Company:

During2026, the Company granted 14,568 restricted stock awards to an officer of the Company. The restricted stock awards vest according to a graded vesting schedule and shall become fully vested subject to the officers' continued employment through the applicable vesting dates. The restricted stock awards are amortized on a straight-line basis over the requisite service periods. The grant-date fair values of the restricted stock awards are determined using the closing price of Kingsway common stock on the date of grant.

The following table summarizes the activity related to unvested restricted stock awards during thenine months ended* September 30, 2026*:

Number ofWeighted-Average
RestrictedGrant Date Fair
Stock AwardsValue (per Share)
Unvested at December 31, 2025320,920$4.91
Granted14,56811.02
Vested(69,768)4.65
Vested and settled for tax withholding(30,232)4.65
Unvested at September 30, 2026235,488$5.40

(b) Restricted Common Units Awards of KPH:

In* Marchof2025,* KPH, a subsidiary of the Company, granted 199,000 restricted Class B common unit awards to an officer of KPH (the "KPH RUA"). The KPH RUA vests based on service and the achievement of criteria based on the IRR of KPH. On* March 14, 2025,one half of the service condition for the KPH RUA, became fully vested. The remainder of the service condition was to vest according to a graded vesting schedule and would become fully vested subject to the officer's continued employment through the applicable vesting dates. During thesecond quarter of2026, the officer left the Company and the service condition for the KPH RUA wasno longer met, resulting in 93,097 unvested unit awards being forfeited. The Company's accounting policy is to account for forfeitures in the period they occur. As a result, during thesecond quarter of2026, the Company reversed $0.1 million of compensation expense previously recognized from March 2025through April 2026*related to the KPH RUA.

(c) Stock Options:

Under the2020 Equity Incentive Plan, as amended, the Company granted 600,000 stock option awards, including 400,000 stock option awards to Mr. Adam Patinkin, our Chairman, and 200,000 stock option awards to certain non-employee consultants of the Company during thesecond quarter of2026 (the*"2026* Stock Options"). The2026 Stock Options granted to non-employee consultants were vested on the grant date and have an exercise price of $25 per share.

The vesting schedule for the400,000 stock option awards granted to our Chairman is as follows:100,000 stock option awards were vested on the grant date with an exercise price of $20 per share, and the remaining stock option awards vest inthree equal tranches over athree-year requisite service period with exercise prices ranging between $20 and $30 per share. The2026 Stock Options expireten years after the date of grant. The2026 Stock Options are amortized on a straight-line basis over the vesting period. Stock-based compensation expense related to the2026 Stock Options was $0.1 million and $1.2 million for thethree andnine months ended* September 30, 2026*. Total unamortized compensation expense related to unvested2026 Stock Options at* September 30, 2026* was $0.7 million.

The following table summarizes all stock option activity during thenine months ended* September 30, 2026*:

(in thousands, except per share data)
Weighted-Average
Number of OptionsWeighted-AverageRemaining ContractualAggregate
OutstandingExercise PriceTerm (in Years)Intrinsic Value
Outstanding at December 31, 2025265,000$10.008.4$914
Granted600,00025.00
Outstanding at September 30, 2026865,000$20.409.0$—
Exercisable at September 30, 2026406,000$19.859.0$—

The aggregate intrinsic value of stock options outstanding and exercisable is the difference between the* September 30, 2026* market price for the Company's common shares and the exercise price of the options, multiplied by the number of options where the* September 30, 2026* market price exceeds the exercise price.

27

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The Company uses the Black-Scholes option pricing model to estimate the fair value of each option on the date of grant. The fair value of grants and the related assumptions used in the Black-Scholes pricing model for options granted during thenine months ended* September 30, 2026* were as follows:

Nine Months Ended September 30,
Weighted-average fair value of grants$2.63-$3.36
Risk-free interest rate4.43%
Dividend yield—
Expected volatility41.6%
Expected term (in years)7.5

The risk-free rate was determined based on U.S. treasury yields that most closely approximated the options' expected term. The dividend yield was determined based on the Company's dividend paying history. The expected volatility was calculated based on the weekly closing price of the Company's common stock over the expected life of the options. The expected term was determined by estimating the cost of equity for the Company to determine when the option would be at-the-money, and then adding that amount to the average time to vest.

NOTE17 REDEEMABLE PREFERRED STOCK

At* September 30, 2026*, the Company hadthree series of redeemable preferred stock ("Preferred Stock") outstanding. In accordance with FASB ASC Topic480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, redemption featuresnot solely within the control of the issuer are required to be presented outside of permanent equity on the consolidated balance sheets. For each series of the Preferred Stock outstanding, the holder has the option to convert each share of Preferred Stock into 2.6316 common shares at any time; however, ifnot converted, they are required to be redeemed on certain dates. As such, the Preferred Stock is presented in temporary or mezzanine equity on the consolidated balance sheets.

The following table summarizes the Company's redeemable preferred stock outstanding at* September 30, 2026* and* December 31, 2025*:

DescriptionIssue DateShares AuthorizedShares OutstandingPar ValueRedemption Value per ShareAggregate Redemption Value (in thousands)Dividend RateRedemption DateMaximum Number of Common Shares Issuable on ConversionCarrying Amount (in thousands)
Class B PreferredSeptember 24, 2024330,000330,000$0.01$25.00$8,2508.0%September 24, 2031868,421$8,250
Class C PreferredFebruary 1, 2025240,000240,000$0.01$25.00$6,0008.0%February 12, 2032631,579$6,000
Class D PreferredMay 8, 202580,00080,000$0.01$25.00$2,0008.0%May 7, 2032210,526$2,000

The Class B Preferred Stock ranks senior to the Company's common shares. The Class C and Class D Preferred Stock rankspari passuwith the Company’s Class B Preferred Stock and senior to the Company's common shares.

The holders of each series of Preferred Stock willnot be entitled to receive notice of or to attend any meeting of the shareholders of the Company and willnot be entitled to vote at any such meeting. The holders of each series of Preferred Stock are entitled to receive fixed, cumulative, preferential cash dividends at a rate of 8% per share of Preferred Stock per year, payable in equal quarterly installments if declared by the Board of Directors of the Company. Dividends on outstanding shares of each series of Preferred Stock will accrue from day to day commencing on the date of issuance of each such share of Preferred Stock. The cash dividend rate will increase to 18% per share of Preferred Stock if the dividend isnot paid and accumulates for a period greater thantwo consecutive quarters from the date of the most recent dividend payment. The Company will redeem any Preferred Stocknot previously converted into common shares, and which remain outstanding on the conversion date, for the price of $25.00 per share of Preferred Stock, plus accrued but unpaid dividends thereon, whether ornot declared, up to and including the date specified for redemption.

The Company shall have the option to redeem 25% of each series of Preferred Stock it has issued following a sale of assets representing more than 15% of the Company’s consolidated revenues in the prior12-month period at a price equal to the amount that would yield a total internal rate of return of 15% on the subscription price paid to the Company for the purchase of shares of Preferred Stock submitted for redemption.

28

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Declared dividends to be paid to the holders of the Company's Preferred Stock for thethree andnine months ended* September 30, 2026* and* September 30, 2025* were as follows:

(in thousands)Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Class B Preferred$167$164$495$492
Class C Preferred121121359300
Class D Preferred404011966
Total$328$325$973$858

Accrued dividends included in accrued expenses and other current liabilities in the consolidated balance sheets, were $0.3 million at* September 30, 2026* and* December 31, 2025*.

Cash dividends paid during thethree months ended* September 30, 2026* and* September 30, 2025* were $0.3 million and$0.3 million, respectively ($1.0 million and $0.7 million for thenine months ended* September 30, 2026* and* September 30, 2025*, respectively).

Note18 Redeemable Noncontrolling Interest

Redeemable noncontrolling interest represents a 20% noncontrolling ownership in Southside Plumbing, which was acquired on* August 14, 2025*. Redeemable noncontrolling interest is presented outside of permanent equity in the consolidated balance sheets as it is redeemable by the holder of the noncontrolling interest and the redemption is outside the control of the Company. Shares are redeemable at their fair value on thefifth anniversary of the acquisition of Southside Plumbing.

The redeemable noncontrolling interest was initially recorded at fair value at the date of issuance. The Company records the carrying amount of the redeemable noncontrolling interest at the greater of (i) the initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss and its share of other comprehensive income or loss, and dividends or (ii) the redemption value. For interests that are redeemable in the future, the Company recognizes changes in the redemption value immediately as they occur, with an offsetting entry to additional paid-in capital. The redemption amount is estimated based on the fair value of the subsidiary, determined using discounted cash flow methods, which represents a level3 fair value measurement.

Changes in the Company's redeemable noncontrolling interest for thenine months ended* September 30, 2026* were as follows:

(in thousands)Nine Months Ended September 30, 2026
Balance, December 31, 2025$792
Net loss attributable to redeemable noncontrolling interest(77)
Balance, September 30, 2026$715

NOTE19 Shareholders' Equity

(a) Common Stock Sale:

On* June 24, 2025,the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certainthird*-parties. Pursuant to the Purchase Agreement, the Company sold an aggregate of 1,336,264 shares of its Common Stock, par value $0.01 per share for aggregate gross proceeds of $15.7 million. The purchase price for each share of Common Stock was $11.75 per share. Net proceeds to the Company were $15.6 million after deducting offering expenses.

(b) Notes Payable Exchanged for Common Shares:

As part of the acquisition of Bud's Plumbing on* March 14, 2025,KPH borrowed from the seller of Bud's Plumbing a principal amount of $1.25 million in the form of a promissory note. On August 7, 2025,*the KPH Note was repaid in full to the seller of Bud's Plumbing in exchange for 82,737 shares of the Company's Common Stock at a price per share of $13.90 per share.

(c) Security Repurchases:

On* March 21, 2023,the Company's Board of Directors approved a security repurchase program under which the Company was authorized to repurchase up to $10.0 million of its currently issued and outstanding securities through March 22,2024. On March 22, 2024,the Company entered into aone* year extension of its existing share repurchase program. As amended, the share repurchase program expired on* March 21, 2025;however, in January 2025the Company fully utilized the authorized amount. The timing and amount of any repurchases were determined based on market and economic conditions, share price and other factors, and the program could have been terminated, modified or suspended at any time at the Company's discretion. During thethree* andnine months ended* September 30, 2025*, the Company repurchased zero and 42,900 shares of common stock for an aggregate purchase price ofzero and $0.3 million, respectively, including fees and commissions. The repurchased common stock will be held as treasury stock at cost and has been removed from common shares outstanding at* September 30, 2026* and* December 31, 2025.*

29

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

NOTE20 ACCUMULATED OTHER COMPREHENSIVE LOSS

The tables below detail the change in the balance of each component of accumulated other comprehensive loss, net oftax, for thethree andnine months ended* September 30, 2026* and* September 30, 2025*, as relates to shareholders' equity attributable to common shareholders on the consolidated balance sheets.

(in thousands)Three months ended September 30, 2026
Unrealized Losses on Available-for-Sale InvestmentsForeign Currency Translation AdjustmentsChange in Fair Value of Debt Attributable to Instrument-Specific Credit RiskTotal Accumulated Other Comprehensive Income (Loss)
Balance at June 30, 2026$(565)$(3,286)$3,905$54
Other comprehensive (loss) income arising during the period(707)—268(439)
Amounts reclassified from accumulated other comprehensive loss————
Net current-period other comprehensive (loss) income(707)—268(439)
Balance at September 30, 2026$(1,272)$(3,286)$4,173$(385)
(in thousands)Three months ended September 30, 2025
Unrealized Gains (Losses) on Available-for-Sale InvestmentsForeign Currency Translation AdjustmentsChange in Fair Value of Debt Attributable to Instrument-Specific Credit RiskTotal Accumulated Other Comprehensive Loss
Balance at June 30, 2025$(541)$(3,286)$3,187$(640)
Other comprehensive income arising during the period184—58242
Amounts reclassified from accumulated other comprehensive loss (a)(9)——(9)
Net current-period other comprehensive income175—58233
Balance at September 30, 2025$(366)$(3,286)$3,245$(407)
(in thousands)Nine months ended September 30, 2026
Unrealized Losses on Available-for-Sale InvestmentsForeign Currency Translation AdjustmentsChange in Fair Value of Debt Attributable to Instrument-Specific Credit RiskTotal Accumulated Other Comprehensive Loss
Balance at January 1, 2026$(241)$(3,286)$3,467$(60)
Other comprehensive (loss) income arising during the period(1,031)—706(325)
Amounts reclassified from accumulated other comprehensive loss————
Net current-period other comprehensive (loss) income(1,031)—706(325)
Balance at September 30, 2026$(1,272)$(3,286)$4,173$(385)
(in thousands)Nine months ended September 30, 2025
Unrealized Gains (Losses) on Available-for-Sale InvestmentsForeign Currency Translation AdjustmentsChange in Fair Value of Debt Attributable to Instrument-Specific Credit RiskTotal Accumulated Other Comprehensive Loss
Balance at January 1, 2025$(1,157)$(3,286)$3,725$(718)
Other comprehensive income (loss) arising during the period801—(480)321
Amounts reclassified from accumulated other comprehensive loss (a)(10)——(10)
Net current-period other comprehensive income (loss)791—(480)311
Balance at September 30, 2025$(366)$(3,286)$3,245$(407)
(a)For the three and nine months ended September 30, 2025, unrealized losses on available for sale investments previously included in accumulated other comprehensive loss were reclassified to the interest and investment (loss) income, net in the unaudited consolidated statements of operations.

30

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

NOTE21 SEGMENTED INFORMATION

The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as a source of the Company’s reportable operating segments. The Company's chief operating decision maker is its President and Chief Executive Officer. The Company conducts its business through the followingtwo reportable segments: Kingsway Search Xcelerator and Extended Warranty.

Kingsway Search Xcelerator Segment

Kingsway Search Xcelerator includes the Company's subsidiaries CSuite, Ravix, SNS, SPI, DDI, Image Solutions, Roundhouse, Bud's Plumbing, Advanced Plumbing and Southside Plumbing (collectively, "KSX").

CSuite is a professional services firm that provides experienced chief financial officer and other finance professionals to its clients through a variety of flexible offerings. These offerings include project, fractional and interim staffing of senior finance professionals, CFO mentoring, board advisory services, and executive search services for permanent placements for its clients throughout the United States.

Ravix provides outsourced financial services and human resources consulting to its clients on a fractional basis for both projects with definitive endpoints and ongoing engagements of indeterminate length for short or long duration engagements for customers throughout the United States.

SNS provides healthcare staffing services to acute healthcare facilities on a contract or per diem basis in the United States, primarily in California.

SPI provides software products created exclusively to serve the management needs of all types of shared-ownership properties globally.

DDI provides outsourced24 hours a day and7 days per week ("24/7") cardiac telemetry services for general acute care, long-term acute care and inpatient rehabilitation hospitals nationwide and in the Caribbean. Outsourcing cardiac monitoring allows hospitals to eliminate personnel callouts and human resources issues, remove distractions from onsite operations, and free up facility staff to assist directly with patient care.

Image Solutions provides comprehensive information technology managed services, including equipment sales, service, and helpdesk support to customers primarily in North Carolina, Kansas, Georgia, Kentucky, Tennessee and Michigan.

Roundhouse provides industrial-scale electric motor solutions, including field maintenance, in-shop repair, testing, and new motor sales primarily to midstream natural gas pipeline operators and utilities across the Permian Basin.

Kingsway Skilled Trades ("KST") includes Bud's Plumbing, Advanced Plumbing and Southside Plumbing. KST provides a comprehensive range of plumbing services, including emergency repairs, drain cleaning, water heater installations, and water treatment solutions to residential and commercial customers, primarily in Evansville, Indiana (Bud's Plumbing), Cleveland, Ohio (Advanced Plumbing) and Omaha, Nebraska (Southside Plumbing).

Extended Warranty Segment

Extended Warranty includes the following subsidiaries of the Company: IWS, Geminus, PWI and Trinity (collectively, "Extended Warranty"). As discussed in Note5, "Acquisitions and Disposal," the Company sold Trinity on* May 8, 2026.*The earnings of Trinity are included in the unaudited interim consolidated statements of operations and the segment disclosures through the date of sale.

IWS is a licensed motor vehicle service agreement company and is a provider of after-market vehicle protection services distributed by credit unions in 29 states and the District of Columbia to their members, with customers in allfifty states.

Geminus primarily sells vehicle service agreements to used car buyers across the United States, through its subsidiary, The Penn Warranty Corporation ("Penn"). Penn distributes these products in 46 states via independent used car dealerships and franchised car dealerships.

PWI markets, sells and administers vehicle service agreements to used car buyers in 47 states via independent used car and franchise network of approved automobile and motorcycle dealer partners. PWI’s business model is supported by an internal sales and operations team.

Trinity sold HVAC, standby generator, commercial LED lighting and commercial refrigeration warranty products and provided equipment breakdown and maintenance support services to companies across the United States. As a seller of warranty products, Trinity marketed and administered product warranty contracts for certain new and used products in the HVAC, standby generator, commercial LED lighting and commercial refrigeration industries throughout the United States. Trinity acted as an agent on behalf of thethird-party insurance companies that underwrite and guaranty these warranty contracts. Trinity didnot guaranty the performance underlying the warranty contracts it sold. As a provider of equipment breakdown and maintenance support services, Trinity acted as a single point of contact to its clients for both certain equipment breakdowns and scheduled maintenance of equipment. Trinity would provide such repair and breakdown services by contracting with certain HVAC providers.

31

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Revenues and Operating Income by Reportable Segment

Revenues by reportable segment reconciled to consolidated revenues for thethree andnine months ended* September 30, 2026* and* September 30, 2025* were:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Revenues:
KSX$22,432$18,975$65,883$43,931
Extended Warranty16,41918,19851,369$52,510
Total revenues$38,851$37,173$117,252$96,441

Results for the Company's reportable segments are based on the Company's internal financial reporting systems and are consistent with those followed in the preparation of the unaudited consolidated interim financial statements. The Company uses operating income as the measure of profit or loss for our segments. The Company's chief operating decision maker uses segment operating income to allocate resources in the annual budget and forecasting process and considers actual versus plan variances in assessing the performance of each segment. The chief operating decision maker also uses segment operating income as an input to the overall compensation measures for segment management under the Company's incentive compensation plans. From time to time we* mayreport the impact of certain events, gains, losses or other charges related to our segments outside of segment operating income. Segment assets arenot* regularly reviewed by the Company's chief operating decision maker and, therefore, arenot included in the segment disclosures below.

Among other items, the current U.S. conflict with Iran, the degree and pace of inflation and interest rate changes* mayhave impacts on our business and tariffs - or retaliatory responses to such tariffs - may*impact the Company’s operating income. The potential impact of current macroeconomic uncertainties on the Company’s financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these uncertainties.

The operating income by reportable segment in the following table is before income taxes and includes revenues and direct segment costs. The significant expense categories and amounts by segment align with the segment level information that is regularly provided to the chief operating decision maker.

Total segment operating income reconciled to the consolidated net lossfor thethree months ended* September 30, 2026* and* September 30, 2025* was as follows:

Three months ended September 30, 2026Three months ended September 30, 2025
(in thousands)KSXExtended WarrantyTotalKSXExtended WarrantyTotal
Revenue$22,432$16,419$38,851$18,975$18,198$37,173
Less segment expenses:
Cost of services - salaries and benefits6,71756,7225,85255,857
Cost of sales - claims—6,7446,744—6,6386,638
Cost of services - commissions—3,1343,134—3,1253,125
Cost of services - other5,9081406,0484,0271,1205,147
Salaries and benefits3,4153,0256,4403,1884,0627,250
Insurance expense323595918254599853
Professional fees383301684630294924
IT expense485370855391316707
Depreciation expense3274437128337320
Other segment items (a)2,2231,2503,4732,1651,6013,766
Total segment operating income$2,651$811$3,462$2,185$401$2,586
Interest and investment (loss) income, net(340)537
Selling, general and administrative expenses and other income not allocated to segments, net (b)(3,045)(3,468)
Interest expense(1,360)(1,505)
Amortization and impairment of intangible assets(2,041)(2,611)
Loss before income tax benefit(3,324)(4,461)
Income tax benefit(174)(2,050)
Net loss$(3,150)$(2,411)

32

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Total segment operating income reconciled to the consolidated net lossfor thenine months ended* September 30, 2026* and* September 30, 2025* was as follows:

(in thousands)Nine Months Ended September 30, 2026Nine Months Ended September 30, 2025
KSXExtended WarrantyTotalKSXExtended WarrantyTotal
Revenue$65,883$51,369$117,252$43,931$52,510$96,441
Less segment expenses:
Cost of services - salaries and benefits20,3551720,37215,9651315,978
Cost of sales - claims—19,83019,830—19,35319,353
Cost of services - commissions—9,5429,542(93)8,7798,686
Cost of services - other15,7581,09016,8487,8263,02910,855
Salaries and benefits10,00411,12321,1277,09512,37119,466
Insurance expense9651,8382,8034881,7382,226
Professional fees1,2669052,1711,3141,0002,314
IT expense1,4351,1852,6201,1479632,110
Depreciation expense9301371,067493114607
Other segment items (a)6,1213,96910,0903,7194,2978,016
Total segment operating income$9,049$1,733$10,782$5,977$853$6,830
Interest and investment income, net3,0911,562
Selling, general and administrative expenses and other income not allocated to segments, net (b)(9,544)(9,283)
Interest expense(4,152)(4,000)
Amortization and impairment of intangible assets(6,821)(6,222)
Gain on disposal of subsidiary1,347—
Loss before income tax benefit(5,297)(11,113)
Income tax benefit(36)(2,445)
Net loss$(5,261)$(8,668)
(a)Other segment items in the table above for each reportable segment include bank charges, bad debt expense, occupancy expenses, licenses and taxes, general overhead expenses and miscellaneous income.
(b)Selling, general and administrative expenses and other income not allocated to segments, net includes corporate and non-operating general and administrative expenses, acquisition-related expenses, (loss) gain on change in fair value of debt, loss on extinguishment of debt and non-operating other income.

NOTE22 FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best evidenced by quoted bid or ask price, as appropriate, in an active market. Where bid or ask prices arenot available, such as in an illiquid or inactive market, the closing price of the most recent transaction of that instrument subject to appropriate adjustments as required is used. Where quoted market prices arenot available, the quoted prices of similar financial instruments or valuation models with observable market-based inputs are used to estimate the fair value. These valuation models* mayuse multiple observable market inputs, including observable interest rates, foreign-exchange rates, index levels, credit spreads, equity prices, counterparty credit quality, corresponding market volatility levels and option volatilities. Minimal management judgment is required for fair values calculated using quoted market prices or observable market inputs for models. Greater subjectivity is required when making valuation adjustments for financial instruments in inactive markets or when using models where observable parameters donot* exist. Also, the calculation of estimated fair value is based on market conditions at a specific point in time and* may**not* be reflective of future fair values. For the Company's financial instruments carried at cost or amortized cost, the book value isnot adjusted to reflect increases or decreases in fair value due to market fluctuations, including those due to interest rate changes, as it is the Company's intention to hold them until there is a recovery of fair value, which* may*be to maturity.

The Company employs a fair value hierarchy to categorize the inputs it uses in valuation techniques to measure the fair value. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level1:

•Level 1 – Quoted prices for identical instruments in active markets.
•Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
•Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are not observable.

The Company classifies its investments in fixed maturities as available-for-sale and reports these investments at fair value. The Company's limited liability investment, at fair value, subordinated debt, contingent consideration and seller phantom equity awards are measured and reported at fair value.

Fixed maturities - Fair values of fixed maturities for whichno active market exists are derived from quoted market prices of similar instruments or otherthird-party evidence. All classes of the Company’s fixed maturities, primarily consisting of investments in U.S. Treasury bills and government bonds; obligations of states, municipalities and political subdivisions; mortgage-backed securities; and corporate securities, are classified as Level2. Level2 is applied to valuations based upon quoted prices for similar assets in active markets; quoted prices for identical or similar assets in markets that are inactive; or valuations based on models where the significant inputs are observable or can be corroborated by observable market data.

33

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The Company engages athird-party vendor who utilizesthird-party pricing sources and primarily employs a market approach to determine the fair values of our fixed maturities. The market approach includes primarily obtaining prices from independentthird-party pricing services as well as, to a lesser extent, quotes from broker-dealers. Ourthird-party vendor also monitors market indicators, as well as industry and economic events, to ensure pricing is appropriate. All classes of our fixed maturities are valued using this technique. The Company has obtained an understanding of ourthird-party vendor’s valuation methodologies and inputs. Fair values obtained from ourthird-party vendor arenot adjusted by the Company.

The following is a description of the significant inputs, by asset class, used by thethird-party pricing services to determine the fair values of our fixed maturities included in Level2:

•U.S. government, government agencies and authorities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets and maturity.
•States, municipalities and political subdivisions are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, new issuances and credit spreads.
•Mortgage-backed and asset-backed securities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, expected prepayments, expected credit default rates, delinquencies and issue specific information including, but not limited to, collateral type, seniority and vintage.
•Corporate securities are generally priced using the market approach using pricing vendors. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity and credit spreads.

Limited liability investment, at fair value - Limited liability investment, at fair value, include the underlying investments of Argo Holdings. Argo Holdings makes investments in limited liability companies and limited partnerships that hold investments in private operating companies.

The fair value of Argo Holdings' limited liability investments that hold investments in private operating companies is valued using a market approach including valuation multiples applied to corresponding performance metrics, such as earnings before interest, tax, depreciation and amortization; revenue; or net earnings. The selected valuation multiples were estimated using multiples provided by the investees and review of those multiples in light of investor updates, performance reports, financial statements and other relevant information. These investments are categorized in Level3 of the fair value hierarchy.

Subordinated debt - The fair value of the subordinated debt is calculated using a model based on significant market observable inputs and inputs developed by athird-party. These inputs include credit spread assumptions developed by athird-party and market observable swap rates. The subordinated debt is categorized in Level2 of the fair value hierarchy.

Contingent consideration - The consideration for the Company's acquisitions of Advanced Plumbing and Southside Plumbing includes future payments to the former owners that are contingent upon the achievement of certain targets over future reporting periods. Liabilities for contingent consideration are measured and reported at fair value and are included in other liabilities, noncurrent in the consolidated balance sheets. Contingent consideration liabilities are revalued each reporting period. Changes in the fair value of contingent consideration liabilities can result from changes toone or multiple inputs, including adjustments to the discount rates or changes in the assumed achievement or timing of any targets. Any changes in fair value are reported in the consolidated statements of operations. The contingent consideration liabilities are categorized in Level3 of the fair value hierarchy.

•The fair value of Advanced Plumbing's contingent consideration liability is estimated by applying the Monte Carlo simulation method to forecast achievement of adjusted EBITDA, which may result in up to $1.5 million in total payments to the former owners of Advanced Plumbing through August 2028. Key inputs in the valuation include projected EBITDA, asset volatility, risk-free rate, discount rate and discount term. The estimated fair value of the Advanced Plumbing contingent consideration liability at September 30, 2026 and December 31, 2025 was $0.8 million.
•The fair value of Southside Plumbing's contingent consideration liability is estimated by applying the Monte Carlo simulation method to forecast achievement of adjusted EBITDA, which may result in up to $1.125 million in total payments to the former owners of Southside Plumbing through August 2028. Key inputs in the valuation include projected EBITDA, asset volatility, risk-free rate, discount rate and discount term. The estimated fair value of the Southside Plumbing contingent consideration liability at September 30, 2026 and December 31, 2025 was $0.2 million.

Seller phantom equity awards -In connection with the acquisition of Roundhouse, the Company granted phantom equity awards to the former owners. The seller phantom equity awards are measured and reported at fair value and are included in other liabilities, noncurrent in the consolidated balance sheets. The seller phantom equity awards liability is measured and reported at fair value at the date of grant and is revalued each reporting period. Changes in the fair value of the seller phantom equity awards can result from changes toone or multiple inputs, including adjustments to the discount rates or changes in Roundhouse performance. Any changes in fair value are reported in the consolidated statements of operations. The seller phantom equity awards liability is categorized in Level3 of the fair value hierarchy.

34

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The balances of the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of* September 30, 2026* and* December 31, 2025* were as follows.

(in thousands)September 30, 2026
Fair Value Measurements at the End of the Reporting Period Using
Quoted Prices in · Significant · Significant
Active Markets for · Other Observable · Unobservable
Identical Assets · Inputs · Inputs
Total(Level 1)(Level 2)(Level 3)
Recurring fair value measurements:
Assets:
Fixed maturities:
U.S. government, government agencies and authorities$13,618$—$13,618$—
States, municipalities and political subdivisions920—920—
Mortgage-backed11,383—11,383—
Asset-backed1,628—1,628—
Corporate11,387—11,387—
Total fixed maturities38,936—38,936—
Limited liability investment, at fair value3,232——3,232
Total assets$42,168$—$38,936$3,232
Liabilities:
Subordinated debt$13,309$—$13,309$—
Contingent consideration980——980
Seller phantom equity awards3,328——3,328
Total liabilities$17,617$—$13,309$4,308
(in thousands)December 31, 2025
Fair Value Measurements at the End of the Reporting Period Using
Quoted Prices in · Significant · Significant
Active Markets for · Other Observable · Unobservable
Identical Assets · Inputs · Inputs
Total(Level 1)(Level 2)(Level 3)
Recurring fair value measurements:
Assets:
Fixed maturities:
U.S. government, government agencies and authorities$13,491$—$13,491$—
States municipalities and political subdivisions1,771—1,771—
Mortgage-backed9,818—9,818—
Asset-backed1,364—1,364—
Corporate10,321—10,321—
Total fixed maturities36,765—36,765—
Limited liability investment, at fair value3,476——3,476
Total assets$40,241$—$36,765$3,476
Liabilities:
Subordinated debt$13,698$—$13,698$—
Contingent consideration980——980
Seller phantom equity awards3,328——3,328
Total liabilities$18,006$—$13,698$4,308

35

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

The following table provides a reconciliation of the fair value of recurring Level3 fair value measurements for thethree andnine months ended* September 30, 2026* and* September 30, 2025*:

(in thousands)Three months ended September 30,Nine months ended September 30,
2026202520262025
Assets:
Limited liability investment, at fair value:
Beginning balance$4,127$3,037$3,476$2,859
Distributions received(11)(34)(1,358)(129)
Realized (losses) gains included in net loss(266)341,063129
Change in fair value of limited liability investment, at fair value included in net loss(618)11151289
Ending balance$3,232$3,148$3,232$3,148
Unrealized gains on limited liability investments, at fair value held at end of period:
Included in net loss$(618)$111$51$289
Included in other comprehensive (loss) income$—$—$—$—
Ending balance - assets$3,232$3,148$3,232$3,148
Liabilities:
Contingent consideration:
Beginning balance$980$—$980$2,725
Issuance of contingent consideration in connection with acquisitions—980—980
Settlements of contingent consideration liabilities———(2,725)
Change in fair value of contingent consideration included in net loss————
Ending balance$980$980$980$980
Unrealized gains recognized on contingent consideration liability held at end of period:
Seller phantom equity awards:
Beginning balance$3,328$—$3,328$—
Issuance of seller phantom equity awards in connection with acquisition—3,328—3,328
Change in fair value of seller phantom equity award liability included in net loss————
Ending balance$3,328$3,328$3,328$3,328
Ending balance - liabilities$4,308$4,308$4,308$4,308

The following table summarizes the valuation techniques and significant unobservable inputs utilized in determining fair values for the Company's financial assets and liabilities that are categorized as Level3 at* September 30, 2026*:

Fair Value
Categories(in thousands)Valuation TechniquesUnobservable InputsInput Value(s)
Limited liability investment, at fair value$3,232Market approachValuation multiples1.0x - 9.0x
Contingent consideration$980Option-based income approachDiscount rate14.0%-17.0%
Risk-free rate3.64%-3.67%
Expected volatility28.0%
Seller phantom equity awards$3,328Market approachInternal rate of return19.7%

The following table summarizes the valuation techniques and significant unobservable inputs utilized in determining fair values for the Company's financial assets and liabilities that are categorized as Level3 at* December 31, 2025*:

Fair Value
Categories · (in thousands) · Valuation Techniques · Unobservable Inputs · Input Value(s)
Limited liability investment, at fair value$3,476Market approachValuation multiples1.0x - 9.0x
Contingent consideration$980Option-based income approachDiscount rate14.0%-17.0%
Risk-free rate3.64%-3.67%
Expected volatility28.0%
Seller phantom equity awards$3,328Market approachInternal rate of return19.7%

36

KINGSWAY CORPORATION Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are adjusted for observable price changes or written down to fair value as a result of an impairment.

Indefinite-lived intangible assets are recorded at carrying value, and, if impaired, are adjusted to fair value using Level3 inputs. Refer to Note8, "Intangible Assets" for further information regarding the process of determining the fair value of indefinite-lived intangible assets and the impairment charges recorded for thethree andnine months ended* September 30, 2026* and* September 30, 2025*.

As further discussed in Note5, "Acquisitions and Disposal," the Company sold Trinity on* May 8, 2026and a portion of the sales proceeds were in the form of seller notes payable to the Company. The seller notes are non-interest bearing and are due May 8, 2036;however they could be paid off early at any time prior to May 8, 2036,for a discount, if certain conditions are met. The fair value of the seller notes associated with the sale of Trinity was determined to be Level3* under the fair value hierarchy. Repayment, default and change in control scenarios, probability weighting of those scenarios and discount rates ranging from 5.7%-6.6% were utilized in determining the fair value for this Level3 measurement.

As further discussed in Note5, "Acquisitions and Disposal," the Company acquired RCC on* August 5, 2026and allocated the purchase price to the assets acquired and liabilities assumed. The fair values of intangible assets associated with the acquisition of RCC were determined to be Level3* under the fair value hierarchy. The fair value of the customer relationships intangible asset of $0.9 million was estimated using the multi-period excess earnings method, using the following unobservable inputs: growth rate of 3.0%, attrition rate of 5.0% and discount rate of 25.0%. The fair value of the trade name intangible asset of $0.2 million was estimated using the relief from royalty method, using the following unobservable inputs: royalty rate of 2.0% and discount rate of 25.0%.

Assets and LiabilitiesNot Carried at Fair Value

The carrying amounts reported in the consolidated balance sheets approximate fair values for cash and cash equivalents, restricted cash, short-term investments and certain other assets and other liabilities because of their short-term nature. The fair values of the Company's bank loans, which are reported as debt in the consolidated balance sheets, are derived from quoted market prices of industrial bonds with similar maturities and are categorized within Level2 of the fair value hierarchy. The estimated fair value of bank loans was $52.8 million and $57.3 million as of* September 30, 2026* and* December 31, 2025*, respectively.

NOTE23 RELATED PARTIES

Related party transactions, including services provided to or received by the Company's subsidiaries, are measured in part by the amount of consideration paid or received as established and agreed by the parties. Except where disclosed elsewhere in these unaudited consolidated interim financial statements, the following is a summary of related party relationships and transactions.

Argo Management Group, LLC

The Company acquired Argo Management Group, LLC ("Argo Management") in* April 2016.Argo Management's primary business is to act as Managing Member of Argo Holdings. At September 30, 2026* and* December 31, 2025*, each of the Company, John T. Fitzgerald ("Fitzgerald"), the Company's Chief Executive Officer and President, and certain of Fitzgerald’s immediate family members owns equity interests in Argo Holdings, all of which interests were acquired prior to the Company’s acquisition of Argo Management. Subject to certain limitations, Argo Holdings' governing documents require all individuals and entities owning an equity interest in Argo Holdings to fund upon request his/her/its pro rata share of any funding requirements of Argo Holdings up to an aggregate maximum amount equal to his/her/its total capital commitment (each request for funds being referred to as a "Capital Call"). Argo Holdings madeno Capital Calls during thenine months ended* September 30, 2026* and the year ended* December 31, 2025*.

Preferred Stock Private Placements

As further described in Note17, " Redeemable Preferred Stock,":

•On September 24, 2024, the Company closed on a private placement for aggregate proceeds totaling $8.3 million, resulting from the sale and issuance of 330,000 shares of Class B Preferred Stock. Fitzgerald, one of Fitzgerald’s immediate family members, certain members of the Company's Board of Directors and members of the KSX Advisory Board invested a total of $5.2 million in the Class B Preferred Stock private placement transaction.
•In February 2025, the Company closed on a private placement for aggregate proceeds totaling $6.0 million, resulting from the sale and issuance of 240,000 shares of Class C Preferred Stock. Certain members of the Company's Board of Directors and one of Fitzgerald’s immediate family members invested a total of $3.7 million in the Class C Preferred Stock private placement transaction.
•On May 8, 2025, the Company closed on a private placement for aggregate proceeds totaling $2.0 million, resulting from the sale and issuance of 80,000 shares of Class D Preferred Stock. Certain members of the Company's Board of Directors invested a total of $2.0 million in the Class D Preferred Stock private placement transaction.

Common Stock Private Placement

On* June 24, 2025,the Company entered into a Purchase Agreement with certainthird*-parties for aggregate gross proceeds of $15.7 million, resulting from the sale of 1,336,264 shares of its Common Stock in a private placement transaction. Blue Riband Fund LP invested $3.0 million in the Common Stock private placement transaction. Mirabella Financial Services LLP acts as the Investment Manager for Blue Riband Fund LP and was a shareholder known by the Company to be a beneficial owner of more than 5% of the Company’s outstanding common shares on the* June 24, 2025*transaction date.

37

Kingsway Corporation Notes to Consolidated Financial Statements (Unaudited) September 30, 2026

Director Retainer Agreement

On* May 18, 2026,the Company entered into a Director Retainer Agreement with Mr. Adam Patinkin, our Chairman, which provides for, among other items, (i) the grant of certain2026* Stock Options and (ii) the payment of cash fees for each year of service equal to $100,000 greater than the annual cash fees received by other non-employee directors on the Board. The foregoing description of the Director Retainer Agreement doesnot purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Director Retainer Agreement.

NOTE24 COMMITMENTS AND CONTINGENCIES

Collateral pledged and restricted cash:

The Company has restricted cash of $7.8 million and $8.0 million at* September 30, 2026* and* December 31, 2025*, respectively. Included in restricted cash are:

•$7.6 million and $7.4 million at September 30, 2026 and December 31, 2025, respectively, held as deposits by IWS, Geminus, PWI, Ravix and CSuite;
•$0.2 million at September 30, 2026 and December 31, 2025, on deposit with state regulatory authorities; and
•less than $0.1 million and $0.3 million at September 30, 2026 and December 31, 2025, respectively, pledged to third-parties as deposits or to collateralize liabilities. Collateral pledging transactions are conducted under terms that are common and customary to standard collateral pledging and are subject to the Company's standard risk management controls.

38

Kingsway Corporation

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