Business Context and Reporting Period
This Form 8-K is filed by Conifer Holdings, Inc. (noting a discrepancy with the request metadata which listed "Presurance Holdings, Inc.") on July 8, 2025. The report details a change in the company's independent registered public accounting firm. The registrant is incorporated in Michigan and trades on The Nasdaq Stock Market LLC under the symbols CNFR (Common Stock) and CNFRZ (9.75% Senior Notes due 2028).
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Dismissal of Auditor: On July 8, 2025, the Audit Committee dismissed Plante & Moran, PLLC as the independent registered public accounting firm, effective immediately.
- Appointment of New Auditor: On the same date, the Audit Committee appointed Grant Thornton LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Historical Disagreements: There were no disagreements with Plante & Moran regarding accounting principles, practices, or auditing scope during the two most recent fiscal years or the interim period through July 8, 2025.
Outlook, Risks, and Contingencies
Material Weakness Disclosure: The filing discloses a material weakness in internal control over financial reporting identified during the quarter ended September 30, 2024. This weakness related to accounting and disclosure for complex, non-routine transactions, specifically concerning the disposal of the company's agency business. The weakness was attributed to the reduced size and scope of the accounting and finance function following the disposal.
Remediation: Management implemented enhancements to the control environment in the fourth quarter of 2024, which were determined to have remediated the material weakness. The Audit Committee discussed these issues with Plante & Moran, and the firm has been authorized to respond to inquiries from Grant Thornton regarding the matter.
Audit Opinions: The audit reports for the fiscal years ended December 31, 2024, and 2023, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Investor Verification Checklist
- Verify the reason for the dismissal of Plante & Moran, PLLC, despite the absence of reported disagreements.
- Confirm the status of the remediation plan for the material weakness related to the disposal of the agency business.
- Review the letter from Plante & Moran (Exhibit 16.1) to ensure it aligns with the company's statements regarding the dismissal.
- Monitor future filings for any new material weaknesses or disagreements with the newly appointed auditor, Grant Thornton LLP.