Business Context and Reporting Period
This Form 8-K Current Report was filed by Kingstone Companies, Inc. on April 17, 2026. The filing primarily addresses the execution of a Fourth Amended and Restated Employment Agreement with Meryl Golden, the Company's President and Chief Executive Officer.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
The material change reported is the amendment of the CEO's employment contract, effective January 11, 2027, extending the term to January 10, 2029. Key terms include:
- Base Salary: $550,000 annually (unchanged from the prior agreement).
- Annual Bonus: 3% of consolidated income from operations before taxes (excluding investment income/losses), capped at 1.25 times the base salary.
- Severance: In the event of termination without cause or resignation for good reason, Ms. Golden is entitled to her base salary and the 3% bonus for the remainder of the term.
- Change of Control: Entitles Ms. Golden to 1.5 times her annual salary plus accrued bonus under certain circumstances.
- Equity Grants: Grants of 40,000 restricted shares in January 2027 and January 2028. If stock grants are precluded, a cash bonus equivalent to the market value of 40,000 shares will be provided.
Guidance, Outlook, and Risks
The filing contains no forward-looking financial guidance, management commentary on business outlook, or discussion of general corporate risks. The primary contingency noted is the potential conversion of equity grants into cash bonuses if the Company is precluded from issuing stock in 2027 or 2028.
Investor Verification Checklist
- Review the full text of the Fourth Amended and Restated Employment Agreement (Exhibit 10.1) for detailed definitions of "cause," "good reason," and "change of control."
- Verify the Company's ability to fund the potential cash bonus equivalent if stock grants are restricted in 2027 or 2028.
- Confirm the vesting schedule details for the 2027 and 2028 restricted stock grants.
- Check subsequent filings for any updates to the Company's consolidated income from operations, which directly impacts the CEO's variable compensation.