Kingsway (KWY) risk factors, FY2025 10-K

Kingsway's FY2025 10-K, filed Mar 12, 2026, lists 39 risk factors in 3 groups. Against the prior year's 32: 9 new, 2 dropped, 7 substantially reworded.

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Risk factors listed
393 groups
New this year
9vs 32 last year
Dropped
2since the prior 10-K
Substantially reworded
7of those kept
Section length
7k wordsItem 1A

What the changes say

  • Kingsway added operational risks covering Roundhouse, skilled labor, tariffs, and global conflicts while expanding acquisition debt figures.

What changed since the prior 10-K

New

  • NewFINANCIAL RISK

    Worldwide armed conflicts and the related implications may negatively impact our operations

    Worldwide armed conflicts, including in Ukraine and the Middle East, and related trade sanctions could disrupt international commerce and our operations.

  • NewFINANCIAL RISK

    International trade policies, including tariffs, sanctions and trade barriers, may adversely affect our business, financial condition, results of operations and prospects

    New and expanded tariffs and trade restrictions effective in fiscal year 2025 could increase operational expenses and reduce customer demand.

  • NewOPERATIONAL RISK

    Revenue and growth of certain of our business lines depend on sustained customer retention and repeat work; the loss of key customers or reduced repeat business could harm results

    The growth of businesses like Roundhouse and our plumbing subsidiaries depends on customer retention and winning repeat work.

  • NewOPERATIONAL RISK

    Roundhouse faces regional and industry-specific risks given concentration in the Permian Basin and customer segment of midstream natural gas pipeline operators and utilities

    Roundhouse is exposed to regional economic conditions and natural gas infrastructure spending in the Permian Basin.

  • NewOPERATIONAL RISK

    Roundhouse’s business includes equipment sales that may be subject to supply chain constraints, delivery delays, and pricing pressures

    Roundhouse electric motor sales face supply chain constraints, component availability issues, delivery delays, and pricing pressures.

  • NewOPERATIONAL RISK

    Roundhouse faces inherent health, safety, and operational risks associated with providing mission-critical field services at customer sites

    Roundhouse field services such as VLF cable testing and infrared scans carry inherent health, safety, and operational risks.

  • NewOPERATIONAL RISK

    Certain of our business operations rely on the availability of skilled labor and effective execution in field services and shop repair; labor shortages, wage inflation, or operational disruptions could reduce margins and impair service levels

    Roundhouse and plumbing subsidiaries rely on skilled technicians, making them vulnerable to labor shortages and wage inflation.

  • NewOPERATIONAL RISK

    Our skilled trades operations involve inherent safety risks that could result in worker injuries, property damage, regulatory liabilities and increased operating costs

    Skilled trades operations involving hazardous conditions and heavy machinery could result in worker injuries, property damage, and regulatory liabilities.

  • NewOPERATIONAL RISK

    A limited number of customers or markets may represent a significant portion of our revenue. The loss of one or more key customers, reduced demand from significant customer segments or adverse changes in customer buying patterns could materially and adversely impact our financial condition and results of operations

    Cybersecurity incidents and IT system disruptions could limit our ability to monitor and control operations and create liability.

Dropped

  • DroppedFINANCIAL RISK

    KINGSWAY FINANCIAL SERVICES INC

  • DroppedFINANCIAL RISK

    We are party to a Settlement Agreement that may require us to make cash payments from time to time, which payments could materially adversely affect our business, results of operations or financial condition

Reworded

  • 81% rewrittenOPERATIONAL RISK

    Image Solutions may be unable to recruit and retain enough quality IT professionals to meet the demand

    Garbled text error: appended miscellaneous boilerplate about Kingsway Financial Services Inc. to the Image Solutions talent risk.

  • 57% rewrittenFINANCIAL RISK

    We are subject to numerous laws and regulations, including those applicable to us as a publicly traded holding company listed on the New York Stock Exchange. These laws and regulations delegate regulatory, supervisory and administrative powers to federal, provincial or state regulators

    Minor formatting adjustments with no substantive change to regulatory compliance risks.

    Was: As a publicly traded holding company listed on the New York Stock Exchange, we are subject to numerous laws and regulations. These laws and regulations delegate regulatory, supervisory and administrative powers to federal, provincial or state regulators

  • 52% rewrittenFINANCIAL RISK

    Our operations are restricted by the terms of our debt indentures, which could limit our ability to plan for or react to market conditions or meet our capital needs

    Added language regarding debt indenture default, acceleration of obligations, and board monitoring of capital position.

  • 38% rewrittenFINANCIAL RISK

    Our business, financial condition and results of operations could be materially and adversely affected by public health crises and changes in international and national economic and industry conditions

    Updated public health crises wording to reference historical COVID-19 disruption without altering core meaning.

    Was: Our business, financial condition and results of operations could be materially and adversely affected by changes in international and national economic and industry conditions

  • 37% rewrittenFINANCIAL RISK

    Increases in interest rates would increase the cost of servicing our outstanding recourse debt and could adversely affect our results of operation

    Updated December 31, 2025 subordinate debt to $15.0 million and acquisition financing related to acquisitions including Roundhouse to $51.9 million.

  • 30% rewrittenFINANCIAL RISK

    We have outstanding preferred stock with rights senior to our common stock, and may issue additional preferred stock in the future

    Added Class C and Class D Preferred Stock to senior preferred stock and appended a general compliance risk statement.

  • 23% rewrittenSTRATEGIC RISK

    The achievement of our strategic objectives is highly dependent on effective change management

    Streamlined restructuring text by generalizing acquired subsidiaries and updating segment ordering.

All 39 risk factors

Headings as the filing states them, in filing order.

FINANCIAL RISK

  1. 01As of December 31, 2025, we had $15.0 million principal value of outstanding recourse subordinated debt in the form of trust preferred securities, with a redemption date of May 2033
  2. 02Increases in interest rates would increase the cost of servicing our outstanding recourse debt and could adversely affect our results of operation37% rewritten
  3. 03Our operations are restricted by the terms of our debt indentures, which could limit our ability to plan for or react to market conditions or meet our capital needs52% rewritten
  4. 04We may not be able to realize our investment objectives, which could significantly reduce our earnings and liquidity
  5. 05Our business, financial condition and results of operations could be materially and adversely affected by public health crises and changes in international and national economic and industry conditions38% rewritten
  6. 06Financial disruption or a prolonged economic downturn could materially and adversely affect the credit, investment and financial markets which, in turn, could materially adversely affect our business, results of operations or financial condition
  7. 07Worldwide armed conflicts and the related implications may negatively impact our operationsNew
  8. 08International trade policies, including tariffs, sanctions and trade barriers, may adversely affect our business, financial condition, results of operations and prospectsNew
  9. 09Our cash, cash equivalents and investments could be adversely affected if the financial institutions in which we hold our cash, cash equivalents and investments fail
  10. 10We have generated net operating loss carryforwards for U.S. income tax purposes, but our ability to use these net operating losses could be limited by our inability to generate future taxable income
  11. 11Expiration of our tax benefit preservation plan could increase the probability that we will experience an ownership change as defined under Section 382
  12. 12We have outstanding preferred stock with rights senior to our common stock, and may issue additional preferred stock in the future30% rewritten
  13. 13We are subject to numerous laws and regulations, including those applicable to us as a publicly traded holding company listed on the New York Stock Exchange. These laws and regulations delegate regulatory, supervisory and administrative powers to federal, provincial or state regulators57% rewritten
  14. 14Our business is subject to risks related to litigation
  15. 15Material weaknesses in our internal control over financial reporting could result in material misstatements in our consolidated financial statements

STRATEGIC RISK

  1. 16The achievement of our strategic objectives is highly dependent on effective change management23% rewritten
  2. 17We may experience difficulty continuing to retain our holding company staff
  3. 18The highly competitive environment in which we operate could have an adverse effect on our business, results of operations or financial condition
  4. 19From time to time, we engage in discussions concerning acquisition opportunities and, as a result of such discussions, may enter into acquisition transactions

OPERATIONAL RISK

  1. 20Our Extended Warranty subsidiaries' deferred service fees may be inadequate, which would result in a reduction in our net income and could adversely affect our financial condition
  2. 21Extended Warranty's reliance on credit unions and dealers, as well as our overall reliance on automobile sales could adversely affect our ability to maintain business
  3. 22Our reliance on a limited number of warranty and maintenance support clients and customers could adversely affect our ability to maintain business
  4. 23CSuite’s focus on serving private equity backed businesses creates exposure to general mergers and acquisitions ("M&A") activity
  5. 24Ravix's concentration in venture-capital-funded startups creates exposure to the venture capital funding cycles
  6. 25SNS may experience increased costs that reduce its revenue and profitability if applicable government regulations change
  7. 26Healthcare is a regulated industry and modifications, inaccurate interpretations or violations of any applicable statutory or regulatory requirements may result in material costs or penalties as well as litigation and could reduce SNS’ revenue and profitability
  8. 27SNS’ profitability could be adversely impacted if SNS is unable to adjust its nurse pay rates as the bill rates decline
  9. 28SNS may be unable to recruit and retain enough quality nurses to meet the demand
  10. 29Image Solutions may be unable to recruit and retain enough quality IT professionals to meet the demand81% rewritten
  11. 30Revenue and growth of certain of our business lines depend on sustained customer retention and repeat work; the loss of key customers or reduced repeat business could harm resultsNew
  12. 31Roundhouse faces regional and industry-specific risks given concentration in the Permian Basin and customer segment of midstream natural gas pipeline operators and utilitiesNew
  13. 32Roundhouse’s business includes equipment sales that may be subject to supply chain constraints, delivery delays, and pricing pressuresNew
  14. 33Roundhouse faces inherent health, safety, and operational risks associated with providing mission-critical field services at customer sitesNew
  15. 34Certain of our business operations rely on the availability of skilled labor and effective execution in field services and shop repair; labor shortages, wage inflation, or operational disruptions could reduce margins and impair service levelsNew
  16. 35Our skilled trades operations involve inherent safety risks that could result in worker injuries, property damage, regulatory liabilities and increased operating costsNew
  17. 36A limited number of customers or markets may represent a significant portion of our revenue. The loss of one or more key customers, reduced demand from significant customer segments or adverse changes in customer buying patterns could materially and adversely impact our financial condition and results of operationsNew
  18. 37Our success depends on our ability to price accurately the risks we underwrite
  19. 38changes in applicable legal liability standards and in the civil litigation system generally
  20. 39Our business depends upon key employees, and if we are unable to retain the services of these key employees or to attract and retain additional qualified personnel, our business could be adversely affected

Other Kingsway 10-Ks

  • FY2024 10-K risk factors
    32 risks

    Kingsway Corp faces heavy reliance on debt servicing, acquisition integration, and niche markets like healthcare staffing and warranty services.

    Filed Mar 17, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.