Group 1: Company Overview - Conifer Holdings, Inc. (NASDAQ:CNFR) is a specialty insurance company focused on niche markets, currently facing a challenging situation with a target price set at -$0.01, which is over 100% below its current stock price of $1.48, indicating a pessimistic outlook from analysts [1][5] - Wilhelmina International, Inc. (WHLM) has a current stock price of $2.93 and a target price of $3.43, resulting in a price percentage difference of 16.83%, suggesting a positive outlook [2][4] - Kingstone Companies, Inc. (KINS) has a current stock price of $14.53 and a target price of $16.33, leading to a price percentage difference of 12.40%, indicating a favorable scenario compared to CNFR [3][5] Group 2: Market Performance - WHLM shows the highest growth potential among peers with a price percentage difference of 16.83%, contrasting sharply with CNFR's negative target price [4][5] - KINS presents a solid price percentage difference of 12.40% and has a low PE ratio of 9.50, further enhancing its favorable market position [3][5]

TROY, Mich., Sept. 29, 2025 (GLOBE NEWSWIRE) -- The Board of Directors and Executive Management of Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced that effective September 30, 2025, the Company will rebrand under the new name Presurance Holdings, Inc. This change reflects the Company’s continued evolution and lays the foundation for the future. “On behalf of our entire team, we are proud to mark this milestone in the progression of our company,” said Brian Roney, Chief Exe ...

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - FGI Industries Ltd. (FGI) is up 278% at $15.02 [3] - Senmiao Technology Limited (AIHS) is up 96% at $4.22 [3] - Conifer Holdings, Inc. (CNFR) is up 86% at $2.11 [3] - WEBTOON Entertainment Inc. (WBTN) is up 39% at $20.81 [3] - Nukkleus Inc. (NUKK) is up 18% at $6.08 [3] - Tantech Holdings Ltd (TANH) is up 12% at $2.13 [3] - Check-Cap Ltd. (CHEK) is up 9% at $2.33 [3] - Ivanhoe Electric Inc. (IE) is up 8% at $9.71 [3] - Wolfspeed, Inc. (WOLF) is up 8% at $3.21 [3] - Bolt Projects Holdings, Inc. (BSLK) is up 5% at $3.95 [3] Premarket Losers - Envirotech Vehicles, Inc. (EVTV) is down 17% at $2.27 [4] - Dave & Buster's Entertainment, Inc. (PLAY) is down 15% at $20.40 [4] - NanoVibronix, Inc. (NAOV) is down 12% at $9.37 [4] - ADTRAN Holdings, Inc. (ADTN) is down 10% at $9.37 [4] - Rain Enhancement Technologies Holdco, Inc. (RAIN) is down 10% at $6.00 [4] - CNS Pharmaceuticals, Inc. (CNSP) is down 7% at $8.50 [4] - AVITA Medical, Inc. (RCEL) is down 7% at $6.22 [4] - Vince Holding Corp. (VNCE) is down 7% at $2.60 [4] - Monte Rosa Therapeutics, Inc. (GLUE) is down 6% at $6.50 [4] - Meiwu Technology Company Limited (WNW) is down 6% at $2.06 [4]

[Executive Summary](index=1&type=section&id=Executive%20Summary) Conifer Holdings reported positive Q2 2025 financial results, driven by net income, an earnout valuation gain, and increased book value per share [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Q2 2025 saw positive net income, earnings per share, and book value per share, significantly boosted by an earnout valuation Second Quarter 2025 Financial Highlights | Metric | Q2 2025 Value | | :----------------------------------- | :------------ | | Net income allocable to common shareholders | **$2.1 million** | | Net income per share | **$0.17** | | Net investment income | **$1.3 million** | | Book value per common share outstanding | **$2.31** | - Gains in the quarter were largely due to the valuation recognition of an earnout related to the CIS sale from last year[2](index=2&type=chunk)[3](index=3&type=chunk) [Management Comments](index=1&type=section&id=Management%20Comments) CEO Brian Roney highlighted organizational streamlining, core line focus, double-digit gross written premium growth, and the positive impact of an earnout - The Company is streamlining its organization and focusing on core lines, with Commercial Lines production largely running off[2](index=2&type=chunk) - Gross written premium increased **double digits** for the period, primarily driven by the Personal Lines business, which is recovering after a challenging first quarter[2](index=2&type=chunk) - Quarterly results were positively impacted by the partial recognition of an earnout from the CIS sale[2](index=2&type=chunk) [Consolidated Financial Performance Overview](index=2&type=section&id=Consolidated%20Financial%20Performance%20Overview) The company achieved significant net income and book value improvements in Q2 2025, with gross written premiums increasing despite declines in net written and earned premiums [Key Financial Metrics](index=3&type=section&id=2025%20Second%20Quarter%20Financial%20Results%20Overview_Key%20Financial%20Metrics) Q2 2025 showed improved net income and book value per share year-over-year, alongside an 11.1% increase in gross written premiums Consolidated Key Financial Metrics (Q2 and Six Months Ended June 30, in thousands) | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :----------------------------------- | :------ | :------ | :------------- | :------- | :------- | :------------- | | Gross written premiums | $21,079 | $18,971 | **11.1%** | $37,252 | $43,284 | -13.9% | | Net written premiums | $1,383 | $13,247 | -89.6% | $12,223 | $28,638 | -57.3% | | Net earned premiums | $9,564 | $16,666 | -42.6% | $19,879 | $33,553 | -40.8% | | Net investment income | $1,298 | $1,473 | -11.9% | $2,587 | $3,019 | -14.3% | | Net income (loss) allocable to common shareholders | **$2,051** | $(3,950) | ** | **$2,573** | $(3,876) | ** | | Net income (loss) per share, diluted | **$0.17** | $(0.32) | ** | **$0.21** | $(0.32) | ** | | Book value per common share outstanding | **$2.31** | $(0.10) | ** | **$2.31** | $(0.10) | ** | [Gross Written Premium Analysis](index=3&type=section&id=2025%20Second%20Quarter%20Gross%20Written%20Premium) Consolidated gross written premiums rose 11.1% in Q2 2025, primarily due to disciplined underwriting in homeowners' lines in Texas and the Midwest Consolidated Gross Written Premiums (in thousands) | Metric | Q2 2025 | Q2 2024 | % Change | | :--------------------- | :--------------------- | :--------------------- | :------- | | Gross written premiums | **$21,079** | $18,971 | **11.1%** | - The increase was largely due to a renewed focus on disciplined underwriting in homeowners' lines of business in Texas and the Midwest[9](index=9&type=chunk) - Performance in these lines improved substantially compared to Q1 2025, which was impacted by storm activity[10](index=10&type=chunk) [Consolidated Underwriting Ratios Analysis](index=3&type=section&id=Combined%20Ratio%20Analysis) The consolidated combined ratio improved slightly in Q2 2025 to 121.1% from 123.6% in Q2 2024, driven by a lower loss ratio, despite an increased expense ratio Consolidated Underwriting Ratios (Q2 and Six Months Ended June 30) | Underwriting Ratios | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------------ | :------ | :------ | :------- | :------- | | Loss ratio | **68.8%** | 91.5% | 79.7% | 76.6% | | Expense ratio | **52.3%** | 32.1% | 51.5% | 33.4% | | Combined ratio | **121.1%** | 123.6% | 131.2% | 110.0% | | Contribution to combined ratio from net adverse prior year development | 5.8% | 16.8% | 3.5% | 6.9% | | Accident year combined ratio | **115.3%** | 106.8% | 127.7% | 103.1% | - A combined ratio under **100%** indicates an underwriting profit, while over **100%** indicates an underwriting loss[7](index=7&type=chunk) [Segment Performance Review](index=5&type=section&id=Segment%20Performance%20Review) This section reviews the financial and operational performance of the Commercial and Personal Lines segments, highlighting strategic shifts and premium trends [Commercial Lines Financial and Operational Review](index=5&type=section&id=Commercial%20Lines%20Financial%20and%20Operational%20Review) Commercial Lines gross written premiums decreased significantly in Q2 2025, reflecting a strategic shift towards Personal Lines Commercial Lines Key Financial Metrics (Q2 and Six Months Ended June 30, in thousands) | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :--------------------- | :--------------------- | :--------------------- | :------------- | :---------------------- | :---------------------- | :------------- | | Gross written premiums | **$3,190** | $6,782 | **-53.0%** | $5,237 | $19,544 | -73.2% | | Net written premiums | $(433) | $4,285 | ** | $(2,036) | $12,572 | ** | | Net earned premiums | $468 | $8,681 | -94.6% | $1,799 | $17,478 | -89.7% | | Loss ratio | **79.4%** | 216.4% | | 140.0% | 77.9% | | | Expense ratio | **25.3%** | 40.9% | | 29.5% | 29.1% | | | Combined ratio | **104.7%** | 257.3% | | 169.5% | 107.0% | | - Commercial lines accounted for **15.1%** of total gross written premium in Q2 2025[14](index=14&type=chunk) - Premiums decreased considerably year over year as Conifer focused underwriting efforts on Personal Lines, particularly homeowners' insurance in Texas and the Midwest[14](index=14&type=chunk) [Personal Lines Financial and Operational Review](index=5&type=section&id=Personal%20Lines%20Financial%20and%20Operational%20Review) Personal Lines gross written premiums increased substantially in Q2 2025, driven by homeowners' insurance in Texas and the Midwest, though the expense ratio rose Personal Lines Key Financial Metrics (Q2 and Six Months Ended June 30, in thousands) | Metric | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :--------------------- | :--------------------- | :--------------------- | :------------- | :---------------------- | :---------------------- | :------------- | | Gross written premiums | **$17,889** | $12,189 | **46.8%** | $32,015 | $23,740 | 34.9% | | Net written premiums | $1,816 | $8,962 | -79.7% | $14,259 | $16,066 | -11.2% | | Net earned premiums | $9,096 | $7,985 | 13.9% | $18,080 | $16,075 | 12.5% | | Loss ratio | **61.2%** | 104.6% | | 73.7% | 75.2% | | | Expense ratio | **53.0%** | 39.5% | | 53.8% | 38.1% | | | Combined ratio | **114.2%** | 144.1% | | 127.5% | 113.3% | | - Personal lines represented **84.9%** of total gross written premium for the quarter, primarily consisting of low-value dwelling homeowners' insurance in Texas and the Midwest[16](index=16&type=chunk) - The expense ratio increased partly due to a quota share treaty effective June 1, 2025, which reduced net earned premium[17](index=17&type=chunk) [Detailed Financial Components](index=7&type=section&id=Detailed%20Financial%20Components) This section provides a detailed breakdown of key financial components including net investment income, equity securities fair value changes, net income, and adjusted operating income [Net Investment Income](index=7&type=section&id=Net%20Investment%20Income) Net investment income for Q2 2025 decreased to $1.3 million from $1.5 million in the prior year Net Investment Income (in millions) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Q2 | **$1.3** | $1.5 | [Change in Fair Value of Equity Securities](index=7&type=section&id=Change%20in%20Fair%20Value%20of%20Equity%20Securities) The company reported a reduced loss of $65,000 from equity securities fair value changes in Q2 2025 compared to the prior year Change in Fair Value of Equity Securities (in thousands) | Period | 2025 | 2024 | | :----- | :--- | :--- | | Q2 | **$(65)** | $(196) | [Net Income (Loss) Allocable to Common Shareholders](index=7&type=section&id=Net%20Income%20(Loss)%20allocable%20to%20common%20shareholders) Conifer Holdings reported net income allocable to common shareholders of $2.1 million, or $0.17 per share, for Q2 2025 Net Income Allocable to Common Shareholders (Q2 2025) | Metric | Value | | :----------------------------------- | :---- | | Net income allocable to common shareholders | **$2.1 million** | | Net income per share | **$0.17** | [Adjusted Operating Income (Loss)](index=7&type=section&id=Adjusted%20Operating%20Income%20(Loss)) The company reported an adjusted operating loss of $2.1 million, or $0.17 per share, for Q2 2025 Adjusted Operating Income (Loss) (Q2 2025) | Metric | Value | | :-------------------------- | :---- | | Adjusted operating loss | **$(2.1) million** | | Adjusted operating loss per share | **$(0.17)** | [Company Information and Disclosures](index=7&type=section&id=Company%20Information%20and%20Disclosures) This section provides information about Conifer Holdings, definitions of non-GAAP measures, and a forward-looking statement disclaimer [About Conifer Holdings](index=7&type=section&id=About%20Conifer%20Holdings) Conifer Holdings, Inc. is a Michigan-based property and casualty holding company offering specialty insurance through independent agents and trading on Nasdaq - Conifer Holdings, Inc. is a Michigan-based property and casualty holding company[23](index=23&type=chunk) - Through its subsidiaries, Conifer offers specialty insurance coverage for both commercial and personal lines, marketed through independent agents[23](index=23&type=chunk) - The Company trades on the Nasdaq Capital Market under the symbol **CNFR**[23](index=23&type=chunk) [Definitions of Non-GAAP Measures](index=7&type=section&id=Definitions%20of%20Non-GAAP%20Measures) This section defines adjusted operating income (loss) as a non-GAAP measure used by management to assess operational performance - Conifer prepares financial statements in conformity with GAAP, while statutory data follows NAIC rules and is not reconciled to GAAP[24](index=24&type=chunk) - Adjusted operating income (loss) is a non-GAAP measure defined as net income (loss) excluding net realized investment gains/losses, change in fair value of equity securities, change in fair value of contingent considerations, contingent consideration bonus expense, and net income/loss from discontinued operations[25](index=25&type=chunk) - This measure is used internally to provide useful insight into the results of operations and underlying business performance[25](index=25&type=chunk) [Forward-Looking Statement](index=7&type=section&id=Forward-Looking%20Statement) The press release includes forward-looking statements based on management's expectations, subject to risks and uncertainties - The press release contains forward-looking statements regarding future events or financial/operating performance, including expectations for premiums, earnings, capital position, expansion, and growth strategies[27](index=27&type=chunk) - These statements are based on management's good-faith belief and reasonable judgment but are qualified by important factors, risks, and uncertainties beyond the Company's control[27](index=27&type=chunk) - The Company undertakes no obligation to publicly update any forward-looking statement, except as required by applicable laws or regulations[27](index=27&type=chunk) [Financial Statements and Reconciliations](index=9&type=section&id=Financial%20Statements%20and%20Reconciliations) This section presents reconciliations of non-GAAP measures and condensed consolidated financial statements for balance sheets and statements of operations [Reconciliations of Adjusted Operating Income (Loss)](index=9&type=section&id=Reconciliations%20of%20adjusted%20operating%20income%20(loss)%20and%20adjusted%20operating%20income%20(loss)%20per%20share) This section details the reconciliation of net income (loss) to adjusted operating income (loss) for Q2 and YTD 2025 and 2024 Reconciliation of Net Income (Loss) to Adjusted Operating Income (Loss) (in thousands, except per share) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------ | :------ | :------ | :------- | :------- | | Net income (loss) | **$2,051** | $(3,792) | **$2,573** | $(3,561) | | Less: Net realized investment gains (losses) | $(28) | $(118) | $(25) | $(118) | | Less: Change in fair value of equity securities | $(65) | $(196) | $(257) | $(153) | | Less: Change in fair value of contingent considerations | $5,355 | - | $9,750 | - | | Less: Contingent consideration bonus expense | $(1,141) | - | $(1,141) | - | | Less: Net income (loss) from discontinued operations | - | $(64) | - | $(1,402) | | Adjusted operating income (loss) | **$(2,070)** | $(3,414) | **$(5,754)** | $(1,888) | | Diluted income (loss) per common share: Net income (loss) | **$0.17** | $(0.31) | **$0.21** | $(0.29) | | Diluted income (loss) per common share: Adjusted operating income (loss) | **$(0.17)** | $(0.28) | **$(0.47)** | $(0.15) | - The Company recorded a full valuation allowance against its deferred tax assets, resulting in no taxable impacts to adjusted operating income from the adjustments[29](index=29&type=chunk) [Condensed Consolidated Balance Sheets](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows increased total assets and shareholders' equity, with decreased total liabilities, as of June 30, 2025 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Total investments | **$135,628** | $128,419 | | Cash and cash equivalents | $21,953 | $27,654 | | Total assets | **$283,262** | $281,656 | | Unpaid losses and loss adjustment expenses | $164,644 | $189,285 | | Total liabilities | **$255,054** | $260,131 | | Total shareholders' equity | **$28,208** | $21,525 | [Condensed Consolidated Statements of Operations](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Unaudited)) The statements of operations show a net income of $2.1 million for Q2 2025, a significant improvement from the prior year's net loss Condensed Consolidated Statements of Operations Highlights (in thousands, except per share) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------ | :------ | :------ | :------- | :------- | | Net earned premiums | $9,564 | $16,666 | $19,879 | $33,553 | | Total revenue and other income | $16,134 | $17,902 | $32,009 | $36,527 | | Total expenses | $14,083 | $21,963 | $29,436 | $39,170 | | Net income (loss) | **$2,051** | $(3,792) | **$2,573** | $(3,561) | | Net income (loss) allocable to common shareholders | **$2,051** | $(3,950) | **$2,573** | $(3,876) | | Earnings (loss) per common share, basic and diluted | **$0.17** | $(0.32) | **$0.21** | $(0.32) |

Part I — Financial Information Presents unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition [Item 1 — Condensed Financial Statements](index=3&type=section&id=Item%201%20%E2%80%94%20Condensed%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, including balance sheets, income, cash flows, and detailed notes [Condensed Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28Unaudited%29) Summarizes the company's financial position, detailing assets, liabilities, and shareholders' equity at specific dates | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total assets | $283,262 | $281,656 | $1,606 | 0.57% | | Total liabilities | $255,054 | $260,131 | $(5,077) | -1.95% | | Total shareholders' equity | $28,208 | $21,525 | $6,683 | 31.05% | | Unpaid losses and loss adjustment expenses | $164,644 | $189,285 | $(24,641) | -13.02% | | Unearned premiums | $35,239 | $30,590 | $4,649 | 15.20% | | Debt | $12,060 | $11,932 | $128 | 1.07% | | Mandatorily redeemable preferred stock | $5,885 | — | $5,885 | N/A | [Condensed Consolidated Statements of Operations (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20%28Unaudited%29) Presents the company's revenues, expenses, and net income or loss over specific reporting periods | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earned premiums | $9,564 | $16,666 | $19,879 | $33,553 | | Total revenue and other income | $16,134 | $17,902 | $32,009 | $36,527 | | Total expenses | $14,083 | $21,963 | $29,436 | $39,170 | | Net income (loss) from continuing operations | $2,051 | $(3,728) | $2,573 | $(2,159) | | Net income (loss) | $2,051 | $(3,792) | $2,573 | $(3,561) | | Net income (loss) allocable to common shareholders | $2,051 | $(3,950) | $2,573 | $(3,876) | | EPS (basic and diluted) | $0.17 | $(0.32) | $0.21 | $(0.32) | [Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29%20%28Unaudited%29) Details net income or loss and other comprehensive income components, reflecting total non-owner changes in equity | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $2,051 | $(3,792) | $2,573 | $(3,561) | | Unrealized investment gains (losses), net of tax | $557 | $188 | $2,156 | $(248) | | Total comprehensive income (loss) | $2,608 | $(3,604) | $4,729 | $(3,809) | [Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity%20%28Unaudited%29) Outlines changes in common stock, accumulated deficit, and other comprehensive income, impacting total shareholders' equity | Metric (in thousands) | Balance at Dec 31, 2024 | Net income (loss) | Issuance of warrants | Stock-based compensation expense | Other comprehensive income (loss) | Balance at June 30, 2025 | | :-------------------- | :---------------------- | :---------------- | :------------------- | :------------------------------- | :-------------------------------- | :----------------------- | | Common Stock | $98,178 | — | $1,924 | $30 | — | $100,132 | | Accumulated Deficit | $(63,153) | $2,573 | — | — | — | $(60,580) | | Accumulated Other Comprehensive Income (Loss) | $(13,500) | — | — | — | $2,156 | $(11,344) | | Total Shareholders' Equity | $21,525 | $2,573 | $1,924 | $30 | $2,156 | $28,208 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28Unaudited%29) Reports cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $(18,016) | $(1,952) | | Net cash provided by (used in) investing activities | $4,815 | $1,358 | | Net cash provided by (used in) financing activities | $7,500 | $(834) | | Net increase (decrease) in cash | $(5,701) | $(1,428) | | Cash at end of period | $21,953 | $9,697 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [1. Summary of Significant Accounting Policies](index=9&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the key accounting principles and methods used in preparing the financial statements - The Company's business model shifted significantly, no longer having an agency business after the sales of CIS and SSU in August 2024, now primarily writing a small amount of commercial and specialty homeowners business in Texas, Illinois, and Indiana[23](index=23&type=chunk)[24](index=24&type=chunk) - The Company's Insurance Company Subsidiaries (CIC, WPIC, RCIC) faced significant losses in 2023 and 2024, primarily from strengthening reserves on commercial liability lines, leading to capital contributions from the Parent Company (CHI) to CIC (**$16.0 million** in late 2024/early 2025, **$6.5 million** in June 2025) to maintain regulatory capital levels, improving CIC's estimated RBC ratio to approximately **247%** as of June 30, 2025[32](index=32&type=chunk)[34](index=34&type=chunk) - New accounting guidance, ASU 2023-09 (Income Taxes) and ASU 2024-03 (Disaggregation of Income Statement Expenses), will be adopted in fiscal years beginning after December 15, 2024, and December 15, 2026, respectively, with the Company currently assessing their impact on disclosures and financial statements[28](index=28&type=chunk)[29](index=29&type=chunk) [2. Investments](index=12&type=section&id=2.%20Investments) Details the company's investment portfolio, including debt securities, unrealized gains/losses, and net investment income - The Company's investment portfolio consists primarily of investment-grade debt securities, with gross unrealized losses on available-for-sale securities totaling **$10.2 million** as of June 30, 2025, primarily due to market conditions and interest rate changes, though management expects no significant losses[39](index=39&type=chunk)[40](index=40&type=chunk) Total Debt Securities Available for Sale (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Amortized Cost | $108,000 | $117,827 | | Gross Unrealized Gains | $77 | $89 | | Gross Unrealized Losses | $(10,178) | $(12,251) | | Estimated Fair Value | $97,899 | $105,665 | Net Investment Income (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net investment income | $1,298 | $1,473 | $2,587 | $3,019 | [3. Fair Value Measurements](index=16&type=section&id=3.%20Fair%20Value%20Measurements) Explains the valuation methodologies and hierarchy used for financial instruments, including contingent consideration and preferred stock - The Company classifies its financial instruments into a three-level fair value hierarchy, with Level 1 investments comprising **27%** of marketable investments and Level 2 investments comprising **73%** as of June 30, 2025[54](index=54&type=chunk)[55](index=55&type=chunk) - The contingent consideration receivable from the CIS Sale is measured using Level 3 inputs, with the fair value of the third contingent payment (**$10.0 million** expected by December 2025) determined to be **$7.8 million** as of June 30, 2025, using a Monte Carlo analysis with a **12.7%** discount rate and **17.5%** gross revenue volatility[57](index=57&type=chunk)[58](index=58&type=chunk) - The mandatorily redeemable Series B Preferred Stock, issued in Q1 2025, is a Level 3 liability with a fair value of approximately **$5.8 million** as of June 30, 2025, compared to a carrying value of **$5.9 million**, determined using a trinomial lattice model[61](index=61&type=chunk) [4. Deferred Policy Acquisition Costs](index=18&type=section&id=4.%20Deferred%20Policy%20Acquisition%20Costs) Presents changes in deferred policy acquisition costs, reflecting balances at period start and end, and amortization Deferred Policy Acquisition Costs (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Balance at beginning of period | $6,647 | $6,775 | $6,380 | $6,405 | | Deferred policy acquisition costs | $(1,022) | $3,275 | $1,922 | $6,805 | | Amortization of policy acquisition costs | $(2,287) | $(3,392) | $(4,964) | $(6,552) | | Balance at end of period | $3,338 | $6,658 | $3,338 | $6,658 | [5. Unpaid Losses and Loss Adjustment Expenses](index=19&type=section&id=5.%20Unpaid%20Losses%20and%20Loss%20Adjustment%20Expenses) Details changes in reserves for unpaid losses and loss adjustment expenses, net of reinsurance - Net losses and LAE decreased by **$8.7 million (57.0%)** to **$6.6 million** in Q2 2025 compared to Q2 2024, primarily due to a **$6.5 million** decrease in current accident year losses from reduced net earned premiums as commercial lines business is in run-off[68](index=68&type=chunk) - Prior-year adverse development in Q2 2024 was **$2.8 million**, with **$2.1 million** from commercial liability lines (Security Program, 2021-2022 accident years) and **$747,000** from personal lines (high severity claims, 2023 accident year)[69](index=69&type=chunk) Changes in Reserves for Losses and LAE, Net of Reinsurance (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net reserves - beginning of period | $98,490 | $102,019 | $104,795 | $103,805 | | Total net incurred losses and LAE | $6,564 | $15,281 | $15,838 | $25,801 | | Total net loss and LAE payments | $18,302 | $16,872 | $33,881 | $29,178 | | Net reserves - end of period | $86,752 | $100,428 | $86,752 | $100,428 | [6. Reinsurance](index=21&type=section&id=6.%20Reinsurance) Describes the company's reinsurance agreements, including quota share and property catastrophe treaties - Effective June 1, 2025, the Company entered a new quota share reinsurance agreement, ceding **50%** of written and unearned premiums on substantially all homeowners business, generating **$16.4 million** in ceded written premiums for the quarter and allowing a **36.2%** ceding commission[71](index=71&type=chunk) - A property catastrophe reinsurance treaty became effective June 1, 2025, covering aggregate losses up to **$56.0 million** in excess of a **$4.0 million** retention, with the homeowners quota share reducing net retention for specific loss coverage from **$500,000** to **$250,000** and catastrophe reinsurance retention from **$4.0 million** to **$2.0 million**[72](index=72&type=chunk)[73](index=73&type=chunk) - The Company's Loss Portfolio Transfer (LPT) reinsurance agreement provides up to **$20.0 million** in adverse reserve development coverage for accident years 2019 and prior, with **$16.3 million** of losses ceded as of June 30, 2025, leaving **$3.7 million** of coverage[75](index=75&type=chunk) [7. Debt](index=22&type=section&id=7.%20Debt) Outlines the company's debt obligations, including senior unsecured notes and funds-withheld obligations - The Company has **$16.9 million** of **9.75%** senior unsecured notes outstanding as of June 30, 2025, maturing on September 30, 2028, with **$4.0 million** of these notes owned by CIC and eliminated upon consolidation[79](index=79&type=chunk)[81](index=81&type=chunk) - On August 30, 2024, the Company paid off all **$9.3 million** of its senior secured notes using proceeds from the CIS Sale, incurring a **$753,000** call premium and amortizing **$771,000** in debt issuance costs, and is no longer subject to restrictive financial debt covenants[80](index=80&type=chunk)[82](index=82&type=chunk) - A funds-withheld obligation of **$21.2 million** (June 30, 2025) related to a reinsurance agreement is accounted for as an embedded derivative, with fair value changes recognized in operating expenses (**$326,000** for Q2 2025, **$650,000** for YTD Q2 2025)[85](index=85&type=chunk) [8. Mandatorily Redeemable Preferred Stock](index=23&type=section&id=8.%20Mandatorily%20Redeemable%20Preferred%20Stock) Details the issuance and terms of Series B Preferred Stock, including dividends and accretion to redemption value - In February and March 2025, the Company issued **$7.5 million** of Series B Preferred Stock (**1,500 shares** at **$5,000/share**) through a private placement, maturing December 31, 2026, and concurrently issued warrants to purchase **4,000,000** common shares at **$1.50/share**, valued at **$2.0 million**[86](index=86&type=chunk)[87](index=87&type=chunk)[90](index=90&type=chunk) - The Series B Preferred Stock requires quarterly dividends at the higher of prime rate + **600 basis points** or **12.0%**, equating to an annualized rate of **13.5%** as of June 30, 2025, with related interest expense of **$253,000** for Q2 2025[89](index=89&type=chunk) - The Preferred Stock liability, initially valued at **$5.5 million**, is being accreted to its **$7.5 million** redemption value over its term using the effective interest method, with accretion recorded as interest expense (**$233,000** in Q2 2025)[90](index=90&type=chunk) [9. Shareholder's Equity](index=23&type=section&id=9.%20Shareholder%27s%20Equity) Covers changes in common stock and preferred stock, including redemptions and outstanding shares - On August 30, 2024, the Company redeemed all **$6.0 million** of its outstanding Series A Preferred Stock, incurring a **$397,000** redemption premium recorded as additional dividends, which reduced net income allocable to common shareholders[92](index=92&type=chunk) - As of June 30, 2025, and December 31, 2024, the Company had **12,222,881** issued and outstanding shares of common stock, with holders entitled to one vote per share and dividends only if declared[94](index=94&type=chunk) [10. Earnings Per Share](index=25&type=section&id=10.%20Earnings%20Per%20Share) Provides basic and diluted earnings per common share calculations and related weighted average shares outstanding Earnings (Loss) Per Common Share, Basic and Diluted | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) allocable to common shareholders | $2,051 | $(3,950) | $2,573 | $(3,876) | | EPS (basic and diluted) | $0.17 | $(0.32) | $0.21 | $(0.32) | | Weighted average common shares outstanding | 12,222,881 | 12,222,881 | 12,222,881 | 12,222,881 | - The **106,000** non-vested stock options and **4,000,000** recently issued warrants were anti-dilutive as of June 30, 2025, resulting in basic and diluted weighted average common shares being equal[95](index=95&type=chunk) [11. Stock-based Compensation](index=25&type=section&id=11.%20Stock-based%20Compensation) Reports stock-based compensation expense and details outstanding unvested stock options and future expense - The Company recorded **$15,000** and **$30,000** in stock-based compensation expense for the three and six months ended June 30, 2025, respectively, down from **$38,000** and **$70,000** in the prior year periods[98](index=98&type=chunk)[99](index=99&type=chunk) - As of June 30, 2025, there were **106,000** unvested stock options outstanding, with an estimated future expense of **$86,000**[99](index=99&type=chunk) [12. Commitments and Contingencies](index=26&type=section&id=12.%20Commitments%20and%20Contingencies) Addresses legal claims, lawsuits, and contingent consideration receivables, including related bonus accruals - The Company is subject to various legal claims and lawsuits in the ordinary course of business, which are generally covered by insurance policies, and management believes no material loss exceeding accrued amounts is reasonably possible[100](index=100&type=chunk) - As of June 30, 2025, the Company recorded a **$7.8 million** contingent consideration receivable from the CIS Sale, with a bonus agreement with three employees, contingent on the third payment of this consideration, leading to an accrual of **$1.1 million** bonus expense in Q2 2025, reflecting **78%** of the total bonus consistent with the fair value of the contingent consideration[101](index=101&type=chunk)[102](index=102&type=chunk) [13. Segment Information](index=26&type=section&id=13.%20Segment%20Information) Provides financial data by operating segment, including commercial lines, personal lines, and corporate activities - Following the CIS Sale, the Company no longer operates a wholesale agency business, now reported as discontinued operations, with remaining operating segments being commercial lines and personal lines, and a Corporate and Other category for unallocated expenses and investment income[103](index=103&type=chunk)[106](index=106&type=chunk) - The Company has significantly reduced its commercial lines writings, with these programs now largely in run-off, and gross written premiums attributable to Texas increased to **81%** for the six months ended June 30, 2025, compared to **38%** for the same period in 2024, reflecting a concentration of activity[105](index=105&type=chunk) Segment Underwriting Gain (Loss) (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Commercial Lines | $(735) | $(624) | $(1,249) | $(1,226) | | Personal Lines | $(1,286) | $(3,532) | $(4,961) | $(2,152) | | Total Underwriting | $(2,021) | $(4,156) | $(6,210) | $(3,378) | | Corporate | $(1,624) | $(196) | $(1,867) | $(268) | | Total segment gain (loss) | $(3,645) | $(4,352) | $(8,077) | $(3,646) | [14. Subsequent Events](index=30&type=section&id=14.%20Subsequent%20Events) Confirms that no recognized or unrecognized events requiring adjustment or additional disclosure occurred after the reporting period - The Company evaluated subsequent events through the financial statement issuance date and found no recognized or unrecognized events requiring adjustment or additional disclosure[110](index=110&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, highlighting strategic shifts, asset sales, premium trends, and liquidity [Recent Developments](index=31&type=section&id=Recent%20Developments) Highlights key events impacting the company, including asset sales, business model changes, and rating downgrades - The Company completed the sale of Conifer Insurance Services (CIS) on August 30, 2024, disposing of its managing general agency (MGA) and wholesale agency segment, generating **$46.6 million** in initial cash proceeds and up to **$25.0 million** in contingent payments, with the first two **$5.0 million** and **$10.0 million** payments already received[115](index=115&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - The CIS sale significantly impacts future revenues, as the Company now relies entirely on underwriting revenues, which have declined, with gross written premiums at **$37.2 million** for the six months ended June 30, 2025, down from **$43.3 million** in the prior year[116](index=116&type=chunk) - The Company also sold its **50%** ownership interest in Sycamore Specialty Underwriters (SSU) for **$6.5 million** on August 30, 2024, amplifying concentration risk with remaining agency relationships and reducing internal staff to **eleven people**[123](index=123&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) - A.M. Best and Kroll downgraded the financial strength ratings of CIC and WPIC in March 2024, leading the Company to withdraw from the rating process, which could negatively impact the ability to market to policyholders and generate underwriting revenues[128](index=128&type=chunk)[129](index=129&type=chunk)[186](index=186&type=chunk) [Business Overview](index=33&type=section&id=Business%20Overview) Describes Conifer Holdings, Inc. as an insurance holding company marketing specialty commercial and personal insurance - Conifer Holdings, Inc. is an insurance holding company marketing specialty commercial and personal insurance, authorized as an excess and surplus lines carrier in **44 states** and licensed as an admitted carrier in **42 states**, primarily offering products in Texas, Illinois, Indiana (homeowners) and Nevada, Michigan (other lines)[130](index=130&type=chunk) - The Company's revenues are primarily from earned premiums and investment income, while expenses consist of losses, LAE, commissions, and underwriting/administrative costs, with commercial lines business expected to be minimal and a focus on specialty homeowners following strategic shifts[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Critical Accounting Policies and Estimates](index=33&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) States that no material changes occurred in critical accounting policies and estimating methodologies during the period - No material changes occurred in the Company's critical accounting policies and estimating methodologies during the six months ended June 30, 2025, as disclosed in the Annual Report on Form 10-K[135](index=135&type=chunk) [Executive Overview](index=33&type=section&id=Executive%20Overview) Summarizes key financial highlights, including premiums, net income, EPS, and combined ratio for the reporting periods Key Financial Highlights (in thousands, except per share) | Metric | Q2 2025 | Q2 2024 | YTD Q2 2025 | YTD Q2 2024 | | :-------------------- | :------ | :------ | :---------- | :---------- | | Gross Written Premiums | $21,079 | $18,971 | $37,252 | $43,284 | | Net Income (Loss) from Continuing Operations | $2,051 | $(3,728) | $2,573 | $(2,159) |\ | Net Income (Loss) Allocable to Common Shareholders | $2,051 | $(3,950) | $2,573 | $(3,876) |\ | EPS (allocable to common shareholders) | $0.17 | $(0.32) | $0.21 | $(0.32) |\ | Underwriting Combined Ratio | 121.1% | 123.6% | 131.2% | 110.0% | - Gross written premiums increased **11.1%** in Q2 2025, driven by a **46.8%** increase in personal lines, offsetting a **53.0%** decrease in commercial lines[136](index=136&type=chunk) - The Company reported net income from continuing operations of **$2.1 million** (**$0.17/share**) for Q2 2025, a significant improvement from a **$3.7 million** net loss (**$0.31/share**) in Q2 2024[137](index=137&type=chunk) [Results of Operations for the Three Months Ended June 30, 2025 and 2024](index=34&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Analyzes the company's financial performance for the three-month periods, focusing on premium, loss, and expense trends Summary of Operating Results (in thousands) | Metric | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------------------- | :------ | :------ | :------- | :------- | | Gross written premiums | $21,079 | $18,971 | $2,108 | 11.1% | | Net written premiums | $1,383 | $13,247 | $(11,864) | (89.6)% | | Net earned premiums | $9,564 | $16,666 | $(7,102) | (42.6)% | | Losses and loss adjustment expenses, net | $6,564 | $15,281 | $(8,717) | (57.0)% | | Policy acquisition costs | $2,287 | $3,392 | $(1,105) | (32.6)% | | Operating expenses | $4,368 | $2,422 | $1,946 | 80.3% | | Underwriting gain (loss) | $(3,645) | $(4,352) | $707 | * | | Net income (loss) from continuing operations | $2,051 | $(3,728) | $5,779 | * | | Loss ratio | 68.8% | 91.5% | | | | Expense ratio | 52.3% | 32.1% | | | | Combined ratio | 121.1% | 123.6% | | | - Net written premiums decreased significantly by **89.6%** to **$1.4 million**, primarily due to **$16.4 million** in premiums ceded under a new **50%** quota share agreement for homeowners business effective June 1, 2025, and the continued run-off of commercial lines[152](index=152&type=chunk) - The expense ratio increased by **20.2%** to **52.3%** in Q2 2025, driven by higher commission rates under new producer agreements (especially with SSU) and increased operating expenses as a percentage of lower net earned premiums[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk) [Results of Operations for the Six Months Ended June 30, 2025 and 2024](index=39&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%202024) Analyzes the company's financial performance for the six-month periods, focusing on premium, loss, and expense trends Summary of Operating Results (in thousands) | Metric | YTD Q2 2025 | YTD Q2 2024 | $ Change | % Change | | :-------------------------------- | :---------- | :---------- | :------- | :------- | | Gross written premiums | $37,252 | $43,284 | $(6,032) | (13.9)% | | Net written premiums | $12,223 | $28,638 | $(16,415) | (57.3)% | | Net earned premiums | $19,879 | $33,553 | $(13,674) | (40.8)% | | Losses and loss adjustment expenses, net | $15,838 | $25,801 | $(9,963) | (38.6)% | | Policy acquisition costs | $4,964 | $6,552 | $(1,588) | (24.2)% | | Operating expenses | $7,229 | $5,072 | $2,157 | 42.5% | | Underwriting gain (loss) | $(8,077) | $(3,646) | $(4,431) | (121.5)% |\n| Net income (loss) from continuing operations | $2,573 | $(2,159) | $4,732 | * | | Loss ratio | 79.7% | 76.6% | | | | Expense ratio | 51.5% | 33.4% | | | | Combined ratio | 131.2% | 110.0% | | | - Gross written premiums decreased by **13.9%** to **$37.3 million**, primarily due to a **73.2%** reduction in commercial lines as they are in run-off, partially offset by a **34.9%** increase in personal lines from organic growth in Texas and Midwest low-value dwelling business[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - Net losses and LAE decreased by **38.6%** to **$15.8 million**, mainly due to an **$8.3 million** decrease in current accident year losses from reduced net earned premiums and a **$1.6 million** decrease in adverse development on prior-year loss reserves[171](index=171&type=chunk) - The expense ratio increased by **18.1%** to **51.5%** for the six months ended June 30, 2025, driven by higher policy acquisition costs due to increased commission rates and a higher proportion of operating expenses relative to significantly lower net earned premiums[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's cash position, capital contributions, and statutory capital and surplus levels - As of June 30, 2025, the Company had **$58.3 million** in cash, cash equivalents, and short-term investments, with the Parent Company (CHI) having **$2.2 million** in cash and relying on intercompany service fees (currently suspended for 2025), asset sales, capital raises, and contingent consideration payments to meet obligations[180](index=180&type=chunk)[184](index=184&type=chunk)[187](index=187&type=chunk) - Due to significant losses, the Insurance Company Subsidiaries (CIC, WPIC) lack sufficient capital, leading CHI to contribute **$16.0 million** (late 2024/early 2025) and an additional **$6.5 million** (June 2025) to CIC to improve its RBC ratio to approximately **247%** as of June 30, 2025, aiming to keep it above **200%**[182](index=182&type=chunk)[184](index=184&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :----------------- | :----------------------------- | :----------------------------- | :----- | | Operating Activities | $(18,016) | $(1,952) | $(16,064) | | Investing Activities | $4,815 | $1,358 | $3,457 | | Financing Activities | $7,500 | $(834) | $8,334 | - Statutory capital and surplus for the Insurance Company Subsidiaries increased to **$50.0 million** at June 30, 2025, from **$41.1 million** at December 31, 2024[196](index=196&type=chunk) [Non-GAAP Financial Measures](index=45&type=section&id=Non-GAAP%20Financial%20Measures) Explains the use of adjusted operating income as a non-GAAP measure, excluding highly variable items - Adjusted operating income and adjusted operating income per share are non-GAAP measures used to assess performance by excluding highly variable items like net realized investment gains/losses, changes in fair value of equity securities, and net income from discontinued operations[197](index=197&type=chunk)[199](index=199&type=chunk) Adjusted Operating Income (Loss) Reconciliation (in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $2,051 | $(3,792) | $2,573 | $(3,561) | | Adjusted operating income (loss) | $(2,070) | $(3,414) | $(5,754) | $(1,888) | | Diluted income (loss) per common share | $0.17 | $(0.31) | $0.21 | $(0.29) | | Adjusted operating income (loss) per share | $(0.17) | $(0.28) | $(0.47) | $(0.15) | [Recent Accounting Pronouncements](index=46&type=section&id=Recent%20Accounting%20Pronouncements) Refers to Note 1 for details on recently issued accounting pronouncements and their potential impact - Refer to Note 1 for detailed information regarding recently issued accounting pronouncements, including ASU 2023-09 (Income Taxes) and ASU 2024-03 (Disaggregation of Income Statement Expenses), which the Company is evaluating for impact[200](index=200&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable for smaller reporting companies, as indicated by the Company's filing status - This item is not applicable for smaller reporting companies[201](index=201&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as June 30, 2025, with no material changes to internal control - The Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[202](index=202&type=chunk) - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting for the three months ended June 30, 2025[203](index=203&type=chunk) Part II — Other Information Presents additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 12, 'Commitments and Contingencies' - Information required by this item is included under Note 12 ~ Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements[205](index=205&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - There were no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 28, 2025[206](index=206&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) All unregistered sales of equity securities were previously disclosed on a Form 8-K - All unregistered sales of equity securities were previously disclosed on a Form 8-K[207](index=207&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203%20-%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[208](index=208&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204%20-%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable[209](index=209&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205%20-%20Other%20Information) No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025 - During the three months ended June 30, 2025, none of the Company's directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Conifer securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any 'non-Rule 10b5-1 trading arrangement'[210](index=210&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206%20%E2%80%94%20Exhibits) Lists exhibits filed with Form 10-Q, including Section 302 and 906 certifications, and XBRL documents - The exhibits include Section 302 Certifications from the CEO and CFO, Section 906 Certifications from the CEO and CFO, and various inline XBRL documents[213](index=213&type=chunk) Signatures Provides the required signatures for the financial report, certifying its accuracy and completeness

TROY, Mich., Aug. 13, 2025 (GLOBE NEWSWIRE) -- Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced results for the second quarter ended June 30, 2025. Second Quarter 2025 Financial Highlights Net income allocable to common shareholders of $2.1 million, or $0.17 per shareGains in the quarter due largely to valuation recognition of an earnoutNet investment income of $1.3 millionBook value increased to $2.31 per common share outstanding Management Comments Brian Roney, CEO of C ...

PART I — FINANCIAL INFORMATION [ITEM 1 — FINANCIAL STATEMENTS](index=3&type=section&id=Item%201%20%E2%80%94%20Financial%20Statements) This section presents the unaudited consolidated financial statements of Conifer Holdings, Inc. and its subsidiaries for the quarter ended March 31, 2025, including balance sheets, statements of operations, comprehensive income (loss), changes in shareholders' equity, and cash flows, along with accompanying notes detailing significant accounting policies, investments, fair value measurements, and other financial disclosures [Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=Consolidated%20Balance%20Sheets%20(Unaudited)) Consolidated Balance Sheet Highlights (dollars in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------- | :---------------- | :--------- | :--------- | | Total Assets | $277,074 | $281,656 | $(4,582) | (1.6%) | | Total Liabilities | $251,489 | $260,131 | $(8,642) | (3.3%) | | Total Shareholders' Equity | $25,585 | $21,525 | $4,060 | 18.9% | | Unpaid Losses and LAE | $176,362 | $189,285 | $(12,923) | (6.8%) | | Total Investments | $139,500 | $128,419 | $11,081 | 8.6% | | Cash and Cash Equivalents | $10,281 | $27,654 | $(17,373) | (62.8%) | [Consolidated Statements of Operations (Unaudited)](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20(Unaudited)) Consolidated Statements of Operations Highlights (dollars in thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Net Earned Premiums | $10,315 | $16,887 | $(6,572) | (38.9%) | | Total Revenue and Other Income | $15,875 | $18,625 | $(2,750) | (14.8%) | | Total Expenses | $15,353 | $17,419 | $(2,066) | (11.9%) | | Net Income (Loss) | $522 | $231 | $291 | 126.0% | | Net Income (Loss) Allocable to Common Shareholders | $522 | $74 | $448 | 605.4% | | Basic and Diluted EPS (allocable to common shareholders) | $0.04 | $0.01 | $0.03 | 300.0% | [Consolidated Statements of Comprehensive Income (Loss) (Unaudited)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)%20(Unaudited)) Consolidated Statements of Comprehensive Income (Loss) Highlights (dollars in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :--------- | | Net Income (Loss) | $522 | $231 | $291 | | Other Comprehensive Income (Loss) | $1,599 | $(436) | $2,035 | | Total Comprehensive Income (Loss) | $2,121 | $(205) | $2,326 | [Consolidated Statements of Changes in Shareholders' Equity (Unaudited)](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity%20(Unaudited)) Consolidated Statements of Changes in Shareholders' Equity Highlights (dollars in thousands) | Metric | Balance at Dec 31, 2024 | Net Income (Loss) | Issuance of Warrants | Stock-based Comp. | Other Comp. Income | Balance at Mar 31, 2025 | | :-------------------------------- | :---------------------- | :---------------- | :------------------- | :------------------ | :------------------- | :---------------------- | | Total Shareholders' Equity | $21,525 | $522 | $1,924 | $15 | $1,599 | $25,585 | * Total shareholders' equity increased by $4,060 thousand from December 31, 2024, to March 31, 2025, primarily due to net income, issuance of warrants, and other comprehensive income. [Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Consolidated Statements of Cash Flows Highlights (dollars in thousands) | Activity Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | | Net Cash Provided by (Used in) Operating Activities | $(15,260) | $8,175 | $(23,435) | | Net Cash Provided by (Used in) Investing Activities | $(9,613) | $(1,558) | $(8,055) | | Net Cash Provided by (Used in) Financing Activities | $7,500 | $(426) | $7,926 | | Net Increase (Decrease) in Cash | $(17,373) | $6,191 | $(23,564) | | Cash at End of Period | $10,281 | $17,316 | $(7,035) | [Notes to Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes provide detailed explanations of the accounting policies, financial instruments, and operational changes impacting the consolidated financial statements, covering business transformation, insurance subsidiary health, investment portfolio, fair value measurements, and debt/equity structures - The Company's business model has shifted, no longer including the agency business after the sales of Conifer Insurance Services (CIS) and Sycamore Specialty Underwriters, LLC (SSU) in August 2024 The Company now primarily writes a small amount of commercial business and specialty homeowners business in Texas, Illinois, and Indiana[24](index=24&type=chunk)[25](index=25&type=chunk) - The Company adopted ASU 2023-09, Income Taxes (Topic 740), effective for this quarterly report, which did not have a significant impact on disclosures ASU 2024-03, Disaggregation of Income Statement Expenses, is effective for fiscal years beginning after December 15, 2027, and its impact is being evaluated[28](index=28&type=chunk)[29](index=29&type=chunk) - The Company's Insurance Company Subsidiaries (CIC and WPIC) face capital deficiencies due to significant losses in 2023 and 2024, particularly from commercial liability lines in run-off CIC's Risk Based Capital (RBC) ratio was **156%** as of December 31, 2024, and approximately **160%** as of March 31, 2025, falling within the Company Action Level and requiring a remediation plan[33](index=33&type=chunk)[35](index=35&type=chunk) - The Parent Company (CHI) received no intercompany service fees from Insurance Company Subsidiaries in 2024 and expects none in 2025, relying on asset sales and capital raises CHI had **$2.5 million** cash as of March 31, 2025, and expects to meet obligations through cash on hand, a **$10.0 million** earnout payment in 2025, potential asset sales, and short-term financing[34](index=34&type=chunk)[35](index=35&type=chunk)[38](index=38&type=chunk) Investment Securities at Fair Value (dollars in thousands) **Investment Securities at Fair Value (dollars in thousands):** | Security Type | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Debt securities | $96,023 | $105,665 | | Equity securities | $1,411 | $1,603 | | Short-term investments | $42,066 | $21,151 | | **Total Investments** | **$139,500** | **$128,419** | * Gross unrealized losses on available-for-sale debt securities were $10.7 million as of March 31, 2025, primarily due to market conditions and interest rate changes. Net Investment Income (dollars in thousands) **Net Investment Income (dollars in thousands):** | Source | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Debt securities | $958 | $1,225 | | Equity securities | $2 | $11 | | Cash, cash equivalents and short-term investments | $387 | $371 | | **Total investment income** | **$1,347** | **$1,607** | | Investment expenses | $(58) | $(61) | | **Net investment income** | **$1,289** | **$1,546** | - The fair value of contingent considerations from the CIS sale increased from **$8.07 million** at December 31, 2024, to **$12.465 million** at March 31, 2025, reflecting an expected **$10.0 million** payment in 2025 and a third **$10.0 million** payment not expected until 2027, if at all The fair value is determined using Level 3 inputs and Monte Carlo analysis[8](index=8&type=chunk)[59](index=59&type=chunk)[115](index=115&type=chunk) Changes in Unpaid Losses and Loss Adjustment Expenses (Net of Reinsurance, dollars in thousands) **Changes in Unpaid Losses and Loss Adjustment Expenses (Net of Reinsurance, dollars in thousands):** | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net reserves - beginning of period | $104,795 | $103,805 | | Total net incurred losses and LAE | $9,274 | $10,520 | | Total net loss and LAE payments | $15,579 | $12,306 | | Net reserves - end of period | $98,490 | $102,019 | * Net losses and LAE decreased by $1.2 million (11.8%) in Q1 2025 compared to Q1 2024, primarily due to a $1.9 million decrease in current accident year losses from reduced net earned premiums. - The Company issued **$7.5 million** of non-convertible mandatorily redeemable Series B Preferred Stock in February and March 2025, along with warrants to purchase **4,000,000** common shares at **$1.50** per share The Series B Preferred Stock matures on December 31, 2026, and carries a quarterly dividend rate of **12.0%** or prime rate plus **600 basis points**, whichever is higher (**13.5%** as of March 31, 2025)[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - The Company redeemed all **$6.0 million** of its outstanding Series A Preferred Stock on August 30, 2024, incurring a **$397,000** redemption premium[90](index=90&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=Item%202%20%E2%80%94%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and operational results for the three months ended March 31, 2025, compared to the same period in 2024, highlighting strategic developments, revenue impact, and a detailed analysis of financial metrics and non-GAAP measures [Recent Developments](index=29&type=section&id=Recent%20Developments) - On August 30, 2024, the Company completed the sale of Conifer Insurance Services (CIS), its managing general agency (MGA) business, for an initial purchase price of **$45.0 million** cash plus **$1.6 million** excess working capital, and eligibility for up to **$25.0 million** in contingent payments[111](index=111&type=chunk)[114](index=114&type=chunk) - The CIS sale will significantly negatively impact future revenues, as the Company was relying on commission revenue growth to replace lost underwriting revenue Gross written premiums decreased from **$24.3 million** in Q1 2024 to **$16.2 million** in Q1 2025[112](index=112&type=chunk) - The Company also sold its 50% ownership interest in Sycamore Specialty Underwriters, LLC (SSU) on August 30, 2024, for **$6.5 million**, recognizing a gain of **$6.5 million**[118](index=118&type=chunk) - The Company's staff is reduced to **nine people**, relying heavily on CIS and SSU for underwriting, claims, and IT services through program and claims administration agreements This amplifies concentration risk in marketing and distribution[121](index=121&type=chunk) - On August 30, 2024, the Company paid off **$9.3 million** of Senior Secured Notes and redeemed all **$6.0 million** of Series A Preferred Stock, incurring a **$397,000** redemption premium[122](index=122&type=chunk) - A.M. Best and Kroll downgraded the financial strength ratings of CIC and WPIC to C and BB-/B respectively in March 2024, leading the Company to withdraw from the rating process This non-rated status could negatively impact the ability to market to policyholders[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) [Business Overview](index=31&type=section&id=Business%20Overview) - Conifer Holdings, Inc. is an insurance holding company marketing specialty commercial and personal insurance It is authorized as an excess and surplus lines carrier in **44 states** and licensed as an admitted carrier in **42 states** Operations are primarily in Texas, Illinois, Indiana (homeowners), and Nevada, Michigan (other lines)[126](index=126&type=chunk) - Revenues are primarily from earned premiums and investment income Expenses include losses and loss adjustment expenses, agents' commissions, and underwriting/administrative costs The Company expects minimal commercial lines business going forward, focusing on specialty homeowners[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) [Executive Overview](index=31&type=section&id=Executive%20Overview) Key Financial Highlights (dollars in thousands, except per share data) **Key Financial Highlights (dollars in thousands, except per share data):** | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | Change (%) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Gross Written Premiums | $16,173 | $24,313 | $(8,140) | (33.5%) | | Commercial Lines GWP | $2,047 | $12,762 | $(10,715) | (84.0%) | | Personal Lines GWP | $14,126 | $11,551 | $2,575 | 22.3% | | Net Income from Continuing Operations | $522 | $1,357 | $(835) | (61.5%) | | EPS from Continuing Operations | $0.04 | $0.11 | $(0.07) | (63.6%) | | Net Income Allocable to Common Shareholders | $522 | $74 | $448 | 605.4% | | EPS Allocable to Common Shareholders | $0.04 | $0.01 | $0.03 | 300.0% | | Adjusted Operating Loss | $(3,700) | $1,300 | $(5,000) | * | | Adjusted Operating Loss Per Share | $(0.30) | $0.11 | $(0.41) | * | | Underwriting Combined Ratio | 140.5% | 96.7% | 43.8 pp | * | * *Percentage change is not meaningful for Adjusted Operating Loss/Per Share and Combined Ratio due to sign change or large magnitude.* [Results of Operations for the Three Months Ended March 31, 2025 and 2024](index=32&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031%2C%202025%20and%202024) Summary of Operating Results (dollars in thousands) **Summary of Operating Results (dollars in thousands):** | Metric | March 31, 2025 | March 31, 2024 | $ Change | % Change | | :------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Gross written premiums | $16,173 | $24,313 | $(8,140) | (33.5%) | | Net written premiums | $10,840 | $15,391 | $(4,551) | (29.6%) | | Net earned premiums | $10,315 | $16,887 | $(6,572) | (38.9%) | | Losses and loss adjustment expenses, net | $9,274 | $10,520 | $(1,246) | (11.8%) | | Policy acquisition costs | $2,677 | $3,160 | $(483) | (15.3%) | | Operating expenses | $2,861 | $2,862 | $(1) | (0.0%) | | Underwriting gain (loss) | $(4,432) | $494 | $(4,926) | * | | Net investment income | $1,289 | $1,546 | $(257) | (16.6%) | | Income (loss) from continuing operations before income taxes | $522 | $1,206 | $(684) | * | | Net income (loss) | $522 | $231 | $291 | * | | Book value per common share outstanding | $2.09 | $0.21 | $1.88 | 895.2% | | Loss ratio | 89.7% | 62.0% | 27.7 pp | * | | Expense ratio | 50.8% | 34.7% | 16.1 pp | * | | Combined ratio | 140.5% | 96.7% | 43.8 pp | * | * *Percentage change is not meaningful for underwriting gain (loss), income before taxes, net income, and ratios due to sign change or large magnitude.* Summary of Premium Revenue by Line (dollars in thousands) **Summary of Premium Revenue by Line (dollars in thousands):** | Metric | March 31, 2025 | March 31, 2024 | $ Change | % Change | | :-------------------------------- | :------------- | :------------- | :--------- | :--------- | | **Gross Written Premiums:** | | | | | | Commercial lines | $2,047 | $12,762 | $(10,715) | (84.0%) | | Personal lines | $14,126 | $11,551 | $2,575 | 22.3% | | **Total GWP** | **$16,173** | **$24,313** | **$(8,140)** | **(33.5%)** | | **Net Written Premiums:** | | | | | | Commercial lines | $(1,604) | $8,287 | $(9,891) | (119.4%) | | Personal lines | $12,444 | $7,104 | $5,340 | 75.2% | | **Total NWP** | **$10,840** | **$15,391** | **$(4,551)** | **(29.6%)** | | **Net Earned Premiums:** | | | | | | Commercial lines | $1,331 | $8,797 | $(7,466) | (84.9%) | | Personal lines | $8,984 | $8,090 | $894 | 11.1% | | **Total NEP** | **$10,315** | **$16,887** | **$(6,572)** | **(38.9%)** | - Commercial lines gross written premiums decreased by **84.0%** due to the cessation of hospitality and small business commercial lines as of September 1, 2024, which are now in run-off[142](index=142&type=chunk) - Personal lines gross written premiums increased by **22.3%**, driven by organic growth in the low-value dwelling business in Texas and the Midwest, offset by the exit from Oklahoma homeowners business[143](index=143&type=chunk) Losses and Loss Adjustment Expenses and Loss Ratios (dollars in thousands) **Losses and Loss Adjustment Expenses and Loss Ratios (dollars in thousands):** | Metric | Commercial Lines (2025) | Personal Lines (2025) | Total (2025) | Commercial Lines (2024) | Personal Lines (2024) | Total (2024) | | :-------------------------------- | :---------------------- | :-------------------- | :----------- | :---------------------- | :-------------------- | :----------- | | Accident year net losses and LAE | $2,125 | $7,005 | $9,130 | $6,719 | $4,262 | $10,981 | | Net (favorable) adverse development | $(620) | $764 | $144 | $47 | $(508) | $(461) | | Calendar year net losses and LAE | $1,505 | $7,769 | $9,274 | $6,766 | $3,754 | $10,520 | | Accident year loss ratio | 159.7% | 77.7% | 88.3% | 76.0% | 52.5% | 64.7% | | Net (favorable) adverse development | (46.6%) | 8.6% | 1.4% | 0.5% | (6.3%) | (2.7%) | | Calendar year loss ratio | 113.1% | 86.3% | 89.7% | 76.5% | 46.2% | 62.0% | * Net losses and LAE decreased by $1.2 million (11.8%) in Q1 2025, primarily due to a $1.9 million decrease in current accident year losses, partially offset by a $605,000 increase in adverse development on prior-year loss reserves. Expense Ratio by Line **Expense Ratio by Line:** | Metric | Commercial Lines (2025) | Personal Lines (2025) | Total Underwriting (2025) | Commercial Lines (2024) | Personal Lines (2024) | Total Underwriting (2024) | | :-------------------------------- | :---------------------- | :-------------------- | :------------------------ | :---------------------- | :-------------------- | :------------------------ | | Policy acquisition costs | (3.5%) | 30.2% | 25.9% | 13.0% | 24.8% | 18.7% | | Operating expenses | 28.8% | 24.4% | 24.9% | 19.7% | 12.0% | 16.0% | | **Total Expense Ratio** | **25.3%** | **54.6%** | **50.8%** | **32.7%** | **36.8%** | **34.7%** | * The total underwriting expense ratio increased by 16.1 percentage points to 50.8% in Q1 2025, primarily due to increased commission rates under new producer agreements and significantly lower net earned premiums impacting operating expense ratios. Segment Gain (Loss) (dollars in thousands) **Segment Gain (Loss) (dollars in thousands):** | Segment | March 31, 2025 | March 31, 2024 | $ Change | | :-------------------------------- | :------------- | :------------- | :--------- | | Commercial Lines | $(511) | $(814) | $303 | | Personal Lines | $(3,678) | $1,380 | $(5,058) | | **Total Underwriting** | **$(4,189)** | **$566** | **$(4,755)** | | Corporate | $(243) | $(72) | $(171) | | **Total segment gain (loss)** | **$(4,432)** | **$494** | **$(4,926)** | [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2025, the Company had **$52.3 million** in cash, cash equivalents, and short-term investments Principal funding sources are insurance premiums, investment income, and proceeds from asset maturities/sales, used for claims, commissions, operating expenses, and debt/preferred stock service[155](index=155&type=chunk) - The Parent Company's ability to service debt and pay administrative expenses relies primarily on intercompany service fees from Insurance Company Subsidiaries, which are restricted by state insurance laws No dividends were paid from subsidiaries in Q1 2025 or Q1 2024, and none are anticipated in the near term[156](index=156&type=chunk) - Due to significant losses in 2023 and 2024, the Insurance Company Subsidiaries lack sufficient capital Conifer Insurance Company (CIC) required **$16.0 million** in contributions in late 2024 and early 2025 to remain above the Regulatory Action Level, but still fell within the Company Action Level with an RBC ratio of **156%** (approx **160%** as of March 31, 2025)[157](index=157&type=chunk)[159](index=159&type=chunk) - CIC is not expected to pay intercompany service fees to CHI for 2025 to help achieve an RBC ratio above **200%** Potential strategies include a quota share agreement for homeowners business and additional capital contributions[159](index=159&type=chunk) - CHI had **$2.5 million** cash as of March 31, 2025, with quarterly obligations of **$412,000** for public debt interest and **$253,000** for preferred stock dividends Management expects to fund obligations with cash, a **$10.0 million** earnout payment in 2025, potential asset sales, and short-term financing[162](index=162&type=chunk) Cash Flow Summary (dollars in thousands) **Cash Flow Summary (dollars in thousands):** | Activity Type | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | | :-------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | | Operating Activities | $(15,260) | $8,175 | $(23,435) | | Investing Activities | $(9,613) | $(1,558) | $(8,055) | | Financing Activities | $7,500 | $(426) | $7,926 | * Cash used in operating activities increased by $23.5 million, primarily due to a $20.0 million increase in net losses paid and a $3.2 million decrease in net premiums collected. - The Insurance Company Subsidiaries' aggregate statutory capital and surplus was **$35.3 million** at March 31, 2025, down from **$41.1 million** at December 31, 2024[172](index=172&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) - Adjusted operating income and adjusted operating income per share are non-GAAP measures that exclude net realized investment gains/losses, changes in fair value of equity securities, and net income from discontinued operations, providing insight into ongoing performance[173](index=173&type=chunk)[174](index=174&type=chunk) Reconciliation of Net Income to Adjusted Operating Income (dollars in thousands, except per share data) **Reconciliation of Net Income to Adjusted Operating Income (dollars in thousands, except per share data):** | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income (loss) | $522 | $231 | | Less: Net realized investment gains (losses) | $3 | $0 | | Less: Change in fair value of equity securities | $(192) | $43 | | Less: Change in fair value of contingent considerations | $4,395 | $0 | | Less: Net income (loss) from discontinued operations | $0 | $(1,126) | | **Adjusted operating income (loss)** | **$(3,684)** | **$1,314** | | Diluted income (loss) per common share: Net income (loss) | $0.04 | $0.02 | | **Adjusted operating income (loss) per share** | **$(0.30)** | **$0.11** | [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=40&type=section&id=Item%203%20%E2%80%94%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This item is not applicable for smaller reporting companies, as indicated by the Company - The Company, as a smaller reporting company, is not required to provide quantitative and qualitative disclosures about market risk[176](index=176&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=40&type=section&id=Item%204%20%E2%80%94%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of the Company's disclosure controls and procedures as of March 31, 2025, concluding they are effective, with no material changes in internal control over financial reporting during the quarter - The Company's disclosure controls and procedures were deemed effective as of March 31, 2025, following evaluation by the CEO and CFO[177](index=177&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2025[178](index=178&type=chunk) PART II — OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=41&type=section&id=Item%201%20%E2%80%94%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 12, Commitments and Contingencies, of the Notes to the Consolidated Financial Statements - Legal proceedings information is referenced from Note 12, Commitments and Contingencies, in the financial statements[180](index=180&type=chunk) [ITEM 1A. RISK FACTORS](index=41&type=section&id=Item%201A%20%E2%80%94%20Risk%20Factors) There were no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K filed on March 28, 2025 - No material changes to risk factors were reported compared to the Annual Report on Form 10-K[181](index=181&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=41&type=section&id=Item%202%20%E2%80%94%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) All unregistered sales of equity securities were previously disclosed on a Form 8-K - All unregistered sales of equity securities have been previously disclosed on a Form 8-K[182](index=182&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=41&type=section&id=Item%203%20-%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[183](index=183&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=41&type=section&id=Item%204%20-%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine safety disclosures are not applicable to the Company[184](index=184&type=chunk) [ITEM 5. OTHER INFORMATION](index=41&type=section&id=Item%205%20-%20Other%20Information) No directors or Section 16 officers adopted or terminated any Rule 10b5-1 trading arrangements during the three months ended March 31, 2025 - No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements in Q1 2025[185](index=185&type=chunk) [ITEM 6. EXHIBITS](index=42&type=section&id=Item%206%20%E2%80%94%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certificates of designation, purchase agreements, forms of warrants, and certifications Key Exhibits Filed **Key Exhibits Filed:** | Exhibit Number | Exhibit Description | Form | Filing Date | | :------------- | :-------------------------------------------------------------------------------- | :--- | :---------- | | 3.1 | Certificate of Designation of Series B Preferred Stock | 8-K | March 4, 2025 | | 10.1 | Purchase Agreement, dated February 27, 2025, by and between Conifer Holdings, Inc. and Clarkston Capital, LLC | 8-K | March 4, 2025 | | 10.2 | Form of Warrant | 8-K | March 4, 2025 | | 10.3 | Additional Purchase Agreement, dated March 3, 2025, by and between Conifer Holdings, Inc. and Clarkston Capital, LLC | 8-K | March 4, 2025 | | 31.1 | Section 302 Certification — CEO | | | | 31.2 | Section 302 Certification — CFO | | | | 32.1* | Section 906 Certification — CEO | | | | 32.2* | Section 906 Certification — CFO | | | [SIGNATURES](index=43&type=section&id=Signatures) The report is duly signed on behalf of Conifer Holdings, Inc. by Harold J. Meloche, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, dated May 14, 2025 - The report was signed by Harold J. Meloche, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, on May 14, 2025[192](index=192&type=chunk)

Core Insights - Conifer Holdings, Inc. reported mixed financial results for the first quarter of 2025, with a small net income gain despite significant declines in gross and net written premiums [2][5][15]. Financial Performance - Gross written premiums decreased by 33.5% to $16.2 million compared to $24.3 million in the same period last year [5]. - Net written premiums fell by 29.6% to $10.8 million from $15.4 million year-over-year [2]. - Net earned premiums dropped by 38.9% to $10.3 million from $16.9 million in the prior year [2]. - Net investment income was $1.3 million, down 16.6% from $1.5 million in the previous year [13]. - The company reported a net income allocable to common shareholders of $522,000, or $0.04 per share, compared to $74,000, or $0.01 per share, in the prior year [15][26]. Underwriting Performance - The loss ratio increased to 89.7% from 62.0%, while the expense ratio rose to 50.8% from 34.7%, resulting in a combined ratio of 140.5%, up from 96.7% [12][26]. - Personal lines production grew by 22% during the quarter, with gross written premiums in this segment increasing to $14.1 million from $11.6 million [3][11]. - The commercial lines segment saw a dramatic decline, with gross written premiums down 84.0% to $2.0 million [6][7]. Strategic Focus - The company is shifting its focus towards personal lines, particularly low-value dwelling homeowner's insurance in Texas and the Midwest, following the sale of its agency group in 2024 [5][7]. - Personal lines now represent 87.4% of total gross written premiums for the quarter [10]. Investment and Equity - The change in fair value of equity investments resulted in a loss of $192,000, compared to a gain of $43,000 in the prior year [14]. - Book value per common share increased to $2.09 from $0.21 year-over-year [3].

Financial Performance - Net income allocable to common shareholders was $522,000, or $0.04 per share, compared to $231,000, or $0.02 per share in the prior year [14][21]. - Net income from continuing operations for Q1 2025 was $522,000, compared to $1.357 million in Q1 2024, reflecting a decline of 61.5% [23]. - The company reported a net income allocable to common shareholders of $522,000 for Q1 2025, compared to $74,000 in Q1 2024, indicating a significant increase [23]. - Adjusted operating loss was $3.7 million, or $0.30 per share, compared to an adjusted operating income of $1.3 million, or $0.11 per share in Q1 2024 [15][21]. Premiums and Revenue - Gross written premiums decreased by 33.5% to $16.2 million in Q1 2025, down from $24.3 million in the same period last year [5][6]. - Net earned premiums fell by 38.9% to $10.3 million, compared to $16.9 million in Q1 2024 [5]. - Net earned premiums for Q1 2025 were $10.315 million, a decrease of 38.5% compared to $16.887 million in Q1 2024 [23]. - Total revenue and other income for Q1 2025 was $15.875 million, down 14.0% from $18.625 million in Q1 2024 [23]. Loss Ratios and Expenses - The loss ratio for the quarter was 89.7%, significantly higher than 62.0% in the prior year [11]. - The combined ratio for the quarter was 140.5%, compared to 96.7% in the prior year, indicating increased underwriting losses [11]. - Losses and loss adjustment expenses, net, were $9.274 million in Q1 2025, down from $10.520 million in Q1 2024, a decrease of 11.8% [23]. Investment and Assets - Net investment income decreased to $1.3 million from $1.5 million in the prior year [12]. - The company reported a loss of $192,000 from the change in fair value of equity securities, compared to a gain of $43,000 in the prior year [13]. - Total assets decreased to $277.074 million as of March 31, 2025, down from $311.107 million at December 31, 2024, representing a decline of approximately 10.9% [22]. - Cash and cash equivalents slightly decreased to $10.281 million as of March 31, 2025, from $10.663 million at December 31, 2024 [22]. Liabilities and Deficits - Total liabilities decreased to $251.489 million as of March 31, 2025, down from $260.131 million at December 31, 2024, a reduction of approximately 3.0% [22]. - The company’s accumulated deficit improved to $(62.631) million as of March 31, 2025, compared to $(63.153) million at December 31, 2024 [22]. Shareholder Information - Book value per common share increased to $2.09, up from $0.21 in the previous year [5]. - The weighted average common shares outstanding remained constant at 12,222,881 for both Q1 2025 and Q1 2024 [23].

Financial Performance - For the full year 2024, total Gross Written Premium decreased by almost 50% to $72.1 million from $143.8 million in 2023, while Net Earned Premium fell by 27.5% to $60.9 million[2][4][8]. - The Company reported a net income allocable to common shareholders of $23.5 million for the full year 2024, translating to $1.93 per share, while the Q4 2024 net loss was $25.4 million, or $2.08 per share[4][17]. - Adjusted operating loss for Q4 2024 was $25,821 thousand, compared to a loss of $19,411 thousand in Q4 2023, indicating a decline in performance[25]. - Net income (loss) for the year ended December 31, 2024, was $24,347 thousand, compared to a loss of $25,904 thousand in 2023, showing an improvement in profitability[27]. - Total revenue and other income for the year ended December 31, 2024, was $67,271 thousand, a decrease from $90,522 thousand in 2023, representing a decline of about 25.5%[27]. Premiums and Business Segments - Personal Lines business saw a 10.6% increase in Gross Written Premium for Q4 2024, totaling $10.6 million, and a 23.4% increase for the full year 2024, reaching $45.4 million[3][11][12]. - The Commercial Lines business experienced a 79% decline in Gross Written Premium for Q4 2024, contributing only 23% to total gross written premium[10][12]. - The Company anticipates that future premiums will primarily come from Personal Lines, particularly homeowner's insurance in Texas and the Midwest[3][10]. Loss Ratios and Claims - The loss ratio for the combined business in Q4 2024 was 254.6%, significantly higher than 191.1% in Q4 2023, indicating increased claims relative to premiums[13]. - Adjusted operating loss for Q4 2024 was $25.8 million, or $2.11 per share, reflecting ongoing challenges in the commercial lines segment[18]. Investment Income and Assets - Net investment income increased by 5.8% to $5.8 million for the year ending December 31, 2024, compared to $5.4 million in the prior year[15]. - The company reported a net investment income of $5,763 thousand for the year ended December 31, 2024, compared to $5,447 thousand in 2023, reflecting a growth of approximately 5.8%[27]. - Total assets decreased to $281,656 thousand as of December 31, 2024, from $315,606 thousand in 2023, a reduction of approximately 10.7%[26]. Liabilities and Valuation - The company recorded total liabilities of $260,131 thousand as of December 31, 2024, down from $312,717 thousand in 2023, a decrease of about 16.8%[26]. - Unpaid losses and loss adjustment expenses increased to $189,285 thousand in 2024, up from $174,612 thousand in 2023, indicating a rise of about 8.4%[26]. - The company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2024, resulting in no taxable impacts to adjusted operating income from the adjustments to net income[25]. Shareholder Metrics - Book value per share improved to $1.76 as of December 31, 2024, compared to $0.24 in the previous year[4][12]. - The diluted loss per common share for Q4 2024 was $(2.08), compared to $(1.59) in Q4 2023, indicating a worsening in earnings per share[27]. Other Financial Highlights - The Company recorded a $61 million gain from the sale of its insurance agency operations in August 2024, which contributed to the overall financial results[4][17]. - Net earned premiums for Q4 2024 were $12,708 thousand, down from $14,821 thousand in Q4 2023, reflecting a decrease of approximately 14.2%[27].