What the changes say
- Severe reserve developments in insurance subsidiaries required capital injections, equity sales, and restructuring.
- Large shareholder Clarkston Ventures controls over 40 percent of voting shares, creating potential governance friction.
- Anti-takeover provisions and potential equity dilution added as new risks.
What changed since the prior 10-K
New
- NewOperational Risks
236% and 156% as of December 31, 2025 and 2024, respectively, and is required to submit an updated plan of remediation to its domiciliary regulator
Adverse reserve development, storm activity, and capital constraints at TIC and WPIC required millions in funding via preferred stock, earnouts, and rights offerings.
- NewLegal and Regulatory Risks
As of December 31, 2025, Clarkston Ventures, LLC and its affiliates (“Clarkston”) beneficially owned approximately 30.6% of the outstanding shares of our common stock and, together with its affiliates, held rights to vote 42.1% of our outstanding voting shares
Clarkston Ventures beneficially owns 30.6% of common stock and 42.1% of voting shares, allowing them to influence control and corporate decisions.
- NewLegal and Regulatory Risks
There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock
Future sales or availability of substantial amounts of common stock could depress market prices and impair future equity financing ability.
- NewLegal and Regulatory Risks
Provisions in our articles of incorporation, our bylaws, and Michigan law could make it more difficult for a third party to acquire us, discourage a takeover, and adversely affect existing shareholders
Articles of incorporation, bylaws, and Michigan law include anti-takeover provisions and classified boards that deter third-party acquisitions.
Dropped
- DroppedLegal and Regulatory Risks
in their ability to make a dividend to us and could be a factor in causing rating agencies to downgrade our ratings. Any new minimum capital and surplus requirements adopted in the future may require us to increase the capital and surplus of our Insurance Company Subsidiaries, which we may not be able to do
- DroppedLegal and Regulatory Risks
levels could adversely affect the ability of our Insurance Company Subsidiaries to maintain regulatory authority to conduct their business
- DroppedLegal and Regulatory Risks
Our common stock may be delisted from The Nasdaq Stock Market if we cannot maintain compliance with Nasdaq’s continued listing requirements
- DroppedLegal and Regulatory Risks
common stock was $0.69. There can also be no assurance that our stock price will meet the Minimum Bid Price Requirement or that we will maintain compliance with any other of Nasdaq’s continued listing requirements
Reworded
- 90% rewrittenOperational Risks
Required capital needed to support our Insurance Company Subsidiaries could reduce anticipated future liquidity at the Parent Company which may affect our ability to continue as a going concern
Updated figures for adverse development in TIC to $12.3 million in 2025 and $29.9 million in 2024, alongside various capital contributions and WPIC transfer.
- 73% rewrittenLegal and Regulatory Risks
Our Insurance Company Subsidiaries are subject to minimum capital and surplus requirements. Failure to meet these requirements has resulted in additional regulatory action which we must comply with
Clarified that failure to meet minimum capital and surplus has resulted in actual regulatory action requiring compliance.
- 63% rewrittenOperational Risks
There is a final earnout from the CIS Sale that is a $4.3 million contingent consideration as of December 31, 2025, that we may not receive which would reduce anticipated future liquidity
Reduced the estimated fair value of the final contingent consideration from the CIS Sale from $8.1 million to $4.3 million.
Was: Part of the gain on the sale of CIS is $8.1 million of contingent considerations that we may not receive which would reduce anticipated future liquidity
- 46% rewrittenOperational Risks
Litigation and legal proceedings against our Insurance Company Subsidiaries could have a material adverse effect on our business, financial condition and/or results of operations
Minor phrasing adjustments regarding ordinary course litigation against insurance subsidiaries.
- 41% rewrittenLegal and Regulatory Risks
We may redeem the notes before maturity, and holders of the redeemed notes may be unable to reinvest the proceeds at the same or a higher rate of return
Changed references from New Public Notes to notes.
Was: We may redeem the New Public Notes before maturity, and holders of the redeemed New Public Notes may be unable to reinvest the proceeds at the same or a higher rate of return
- 35% rewrittenLegal and Regulatory Risks
Although the notes are currently listed on Nasdaq, the trading market for the notes may be limited, which could affect the market price of the notes or your ability to sell them
Changed references from New Public Notes to notes regarding Nasdaq listing and trading.
Was: Although the New Public Notes are currently listed on Nasdaq, the trading market for the New Public Notes may be limited, which could affect the market price of the New Public Notes or your ability to sell them
- 34% rewrittenLegal and Regulatory Risks
The notes are structurally subordinated to any future indebtedness and other liabilities of our Insurance Company Subsidiaries
Updated parent company name from Conifer Holdings, Inc. to Presurance Holdings, Inc. regarding note subordination.
Was: The New Public Notes are structurally subordinated to any future indebtedness and other liabilities of our Insurance Company Subsidiaries
- 34% rewrittenLegal and Regulatory Risks
Our Insurance Company Subsidiaries are subject to minimum capital and surplus requirements. Failure to meet these requirements could subject us to regulatory action
Retained standard risk language regarding minimum capital and surplus requirements and regulatory corrective actions.
- 34% rewrittenOperational Risks
Any debt service obligations and required dividends on our preferred stock will reduce the funds available for other business purposes, and the terms and covenants relating to our current and future indebtedness could adversely impact our financial performance and liquidity
Was: Any debt service obligations will reduce the funds available for other business purposes, and the terms and covenants relating to our current and future indebtedness could adversely impact our financial performance and liquidity
- 34% rewrittenLegal and Regulatory Risks
We may not be able to make payments on the notes
Was: We may not be able to make payments on the New Public Notes
- 27% rewrittenLegal and Regulatory Risks
Several factors contribute to this discrepancy, including market conditions, intangible assets, depreciation and amortization, contingent liabilities, and transaction costs
- 26% rewrittenOperational Risks
We may not be able to extend or repay our indebtedness owed to our lenders, which would have a material adverse effect on our financial condition and ability to continue as a going concern
- 25% rewrittenOperational Risks
Our ability to meet our obligations on our outstanding debt, including making principal and interest payments on the notes, may be limited by our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries
Was: Our ability to meet our obligations on our outstanding debt, including making principal and interest payments on the New Public Notes, may be limited by our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries
- 21% rewrittenLegal and Regulatory Risks
We are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations
All 46 risk factors
Headings as the filing states them, in filing order.
Operational Risks
- 01Our actual incurred losses may be greater than our loss and loss adjustment expense reserves, which could have a material adverse effect on our financial condition and results of operations
- 02Estimation of IBNR losses is a complex process which involves a considerable degree of judgment and expertise, which adds to the overall difficulty of estimating loss reserves
- 03Following the sale of Conifer Insurance Services (“CIS”), we distribute our insurance products through only two agents. There can be no assurance that such relationships will continue, or if they do continue, that the relationship will be on favorable terms to us
- 04We no longer have non risk-bearing agency revenue and must rely almost entirely on insurance premium revenue generated from our Insurance Company Subsidiaries
- 05We are now relying entirely on agency billed premiums which subjects us to their credit risk
- 06Significant staff reduction and heavy reliance on third party vendors increases operational risks and may adversely impact our results of operations, reporting abilities and reputation
- 07An increased inflation rate or a period of sustained inflation may adversely impact our results of operations
- 08Severe weather conditions and other catastrophes are inherently unpredictable and may have a material adverse effect on our financial results and financial condition
- 09policies could also be materially adversely impacted as a result of corresponding reductions in our capital. In addition, a natural disaster could materially impact the financial condition of our policyholders, resulting in loss of premiums
- 10Catastrophe models may not accurately predict future losses
- 11Changes in our management structure and in senior leadership could affect our business and financial results
- 12Litigation and legal proceedings against our Insurance Company Subsidiaries could have a material adverse effect on our business, financial condition and/or results of operations46% rewritten
- 13Our failure to accurately and timely pay claims could materially and adversely affect our business, financial condition and results of operations
- 14We rely entirely on a third-party administrator to handle our claims function. A failure of the claims administrator or loss of their services could materially and adversely affect our business, financial condition and results of operations
- 15Our geographic concentration ties our performance to the business, economic, natural perils, man-made perils, catastrophes, severe weather and regulatory conditions within our most concentrated region
- 16Our investment portfolio is subject to significant market and credit risks, which could result in an adverse impact on our financial conditions or results of operations
- 17The sale of our insurance agency operations will cause a significant decline in our revenue and adversely affect our financial performance and liquidity
- 18There is a final earnout from the CIS Sale that is a $4.3 million contingent consideration as of December 31, 2025, that we may not receive which would reduce anticipated future liquidity63% rewritten
- 19Required capital needed to support our Insurance Company Subsidiaries could reduce anticipated future liquidity at the Parent Company which may affect our ability to continue as a going concern90% rewritten
- 20236% and 156% as of December 31, 2025 and 2024, respectively, and is required to submit an updated plan of remediation to its domiciliary regulatorNew
- 21We may not be able to extend or repay our indebtedness owed to our lenders, which would have a material adverse effect on our financial condition and ability to continue as a going concern26% rewritten
- 22Any debt service obligations and required dividends on our preferred stock will reduce the funds available for other business purposes, and the terms and covenants relating to our current and future indebtedness could adversely impact our financial performance and liquidity34% rewritten
- 23Our ability to meet our obligations on our outstanding debt, including making principal and interest payments on the notes, may be limited by our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries25% rewritten
Legal and Regulatory Risks
- 24Our Insurance Company Subsidiaries are subject to minimum capital and surplus requirements. Failure to meet these requirements has resulted in additional regulatory action which we must comply with73% rewritten
- 25We are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations21% rewritten
- 26Insurers comply with certain minimum requirements for cost sharing and management agreements between the insurer and its affiliates
- 27Our Insurance Company Subsidiaries are subject to minimum capital and surplus requirements. Failure to meet these requirements could subject us to regulatory action34% rewritten
- 28We may become subject to additional government or market regulation which may have a material adverse impact on our business
- 29The effect of emerging claim and coverage issues on our business is uncertain
- 30Withdrawing our participation from rating agencies may result in an adverse effect on our business, financial condition and operating results
- 31The price of our common stock is highly volatile and a limited public float and low trading volume for our shares may have an adverse impact on the share price or make it difficult to liquidate
- 32Furthermore, the book value per share reflected in our financial statements, which have been prepared in accordance with GAAP, may not represent the amount that shareholders would receive if the Company were liquidated or sold
- 33Several factors contribute to this discrepancy, including market conditions, intangible assets, depreciation and amortization, contingent liabilities, and transaction costs27% rewritten
- 34As of December 31, 2025, Clarkston Ventures, LLC and its affiliates (“Clarkston”) beneficially owned approximately 30.6% of the outstanding shares of our common stock and, together with its affiliates, held rights to vote 42.1% of our outstanding voting sharesNew
- 35There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stockNew
- 36Provisions in our articles of incorporation, our bylaws, and Michigan law could make it more difficult for a third party to acquire us, discourage a takeover, and adversely affect existing shareholdersNew
- 37We may require additional capital in the future, which may not be available or may only be available on unfavorable terms
- 38Respond to competitive pressures
- 39Our principal shareholders and management own a significant percentage of our stock and are able to exert significant control over matters subject to shareholder approval
- 40Although the notes are currently listed on Nasdaq, the trading market for the notes may be limited, which could affect the market price of the notes or your ability to sell them35% rewritten
- 41We may not be able to make payments on the notes34% rewritten
- 42The Indenture does not restrict us or our Insurance Company Subsidiaries from incurring additional debt or other liabilities. If we incur additional debt or liabilities, our ability to pay the obligations on the notes could be adversely affected
- 43limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and putting us at a disadvantage compared to competitors with less indebtedness
- 44The notes are structurally subordinated to any future indebtedness and other liabilities of our Insurance Company Subsidiaries34% rewritten
- 45Volatility in the market price and trading volume of our common stock could adversely impact the trading price of the notes
- 46We may redeem the notes before maturity, and holders of the redeemed notes may be unable to reinvest the proceeds at the same or a higher rate of return41% rewritten
Other Presurance Holdings 10-Ks
- FY2024 10-K risk factors46 risks
Loss reserves and capital deficiencies dominate Presurance Holdings, driven by the sale of Conifer Insurance Services. Heavy reliance on third-party vendors and agency billings creates operational and credit vulnerabilities. Nasdaq delisting risks and debt maturity pressures threaten financial stability.
Filed Mar 28, 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.