Business Context and Reporting Period
Company: Presurance Holdings, Inc. (formerly Conifer Holdings, Inc.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: A Michigan-domiciled insurance holding company. Following the sale of its agency business (Conifer Insurance Services) in August 2024, the Company has shifted to a pure underwriting model. As of December 31, 2025, it ceased writing all commercial lines business and now focuses exclusively on homeowners insurance in Texas, Illinois, and Indiana. The Company relies entirely on two third-party agencies (SSU and CIS) for distribution and operations.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Gross Written Premiums | $59.8 million | $72.1 million |
| Net Earned Premiums | $32.4 million | $60.9 million |
| Net Income (Loss) | $(18.4) million | $24.3 million |
| Net Income (Loss) from Continuing Ops | $(18.4) million | $(34.2) million |
| Underwriting Loss | $(25.9) million | $(37.3) million |
| Combined Ratio | 168.8% | 156.0% |
| Loss Ratio | 119.0% | 120.2% |
| Expense Ratio | 49.8% | 35.8% |
| Total Assets | $239.3 million | $281.7 million |
| Cash & Equivalents | $27.4 million | $27.7 million |
| Total Debt (Gross) | $12.9 million | $12.9 million |
| Shareholders' Equity | $9.0 million | $21.5 million |
Material Changes vs. Prior Period
- Revenue Decline: Gross written premiums decreased 17.0% to $59.8 million, driven by a 67.4% drop in commercial lines premiums as the Company exited that business. Personal lines premiums increased 12.7%.
- Profitability: The Company reported a net loss of $18.4 million in 2025, compared to net income of $24.3 million in 2024. The 2024 income was significantly boosted by $58.6 million in net income from discontinued operations (sale of agency business), which did not recur in 2025.
- Underwriting Performance: While the underwriting loss narrowed from $37.3 million to $25.9 million, the Combined Ratio worsened to 168.8% due to a higher expense ratio (49.8% vs 35.8%) caused by lower premium volume and increased commission rates from new agency agreements.
- Adverse Development: The Company experienced $13.7 million in adverse loss reserve development in 2025 (down from $33.7 million in 2024), primarily related to legacy commercial lines.
- Capital Structure: The Company issued $8.0 million of Series C Preferred Stock and $7.5 million of Series B Preferred Stock (redeemed in Feb 2026) to fund capital contributions to its insurance subsidiaries.
Guidance, Outlook, Risks, and Unusual Items
- Regulatory Compliance (Critical): The primary insurance subsidiary, Triassic Insurance Company (TIC), fell within the "Company Action Level" of the Risk-Based Capital (RBC) formula with a ratio of 236% (down from 156% in 2024). Management must submit a remediation plan to regulators. Failure to comply could result in suspension of the authority to write business.
- Nasdaq Listing Status: The Company received notice from Nasdaq regarding non-compliance with the $1.00 minimum bid price requirement. It has 180 days (until August 31, 2026) to regain compliance, potentially via a reverse stock split.
- Concentration Risk: The Company relies entirely on one agency (SSU) for all homeowners business and another (CIS) for claims administration. These third parties control the distribution and could move business to competitors.
- Contingent Consideration: The Company expects to receive a third contingent payment of up to $10.0 million from the CIS sale by September 2026. As of Dec 31, 2025, this is recorded at a fair value of $4.3 million, with significant uncertainty regarding receipt.
- Legal Proceedings: A shareholder lawsuit was filed in February 2026 alleging breaches of fiduciary duty regarding the sale of preferred stock and warrants to affiliates.
- Outlook: Management expects to continue writing homeowners business but faces constraints on premium volume due to capital limitations. The Company is not currently rated by A.M. Best or Kroll.
Investor Verification Checklist
- Regulatory Remediation: Verify the status of TIC's RBC remediation plan and whether regulators have approved the path to compliance by December 31, 2026.
- Nasdaq Compliance: Monitor the stock price and any announcements regarding a reverse stock split to avoid delisting.
- Agency Relationships: Assess the stability of the relationship with SSU (Sycamore Specialty Underwriters), as the loss of this single distribution channel would eliminate the Company's primary revenue stream.
- Contingent Payment Realization: Track the performance of the sold agency (CIS) to determine if the remaining $10.0 million earnout will be achieved.
- Loss Reserve Adequacy: Review future loss development reports, particularly for the legacy commercial lines in run-off, to ensure reserves are sufficient to prevent further capital erosion.
- Debt Service: Confirm the Company's ability to service its $12.9 million senior unsecured notes (maturing 2028) and preferred stock dividends given the lack of operating cash flow from underwriting.