UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of December 31, 2025, the registrant had
Auditor name:
Form type: 10-K
Period end: 2025-12-31
Kingstone Companies, Inc. is a public reporting company classified under Fire, Marine & Casualty Insurance. Our Corporate Secretary is located at 120 Wood Road, Kingston, New York 12401. The Company conducts its business through [COMPLETE: description of insurance subsidiaries and organizational structure], and its principal products consist of [COMPLETE: description of property and casualty insurance products offered]. The Company markets its products in [COMPLETE: description of geographic markets served] through [COMPLETE: description of distribution channels, including independent producers]. Our strategy is centered on [COMPLETE: description of business strategy and competitive positioning].
For the year ended December 31, 2025, the Company generated total revenue of $214,867,301 and net income of $40,767,128. Net premiums earned increased 45.6% to $187,126,722 from $128,497,920 in the prior year, while net investment income increased 43.6% to $9,798,764 from $6,823,590. Commission revenue declined 26.0% to $13,926,916 from $18,829,278, and other revenue increased to $4,014,899 from $451,339. Unearned premiums totaled $154,028,072 at year end, an increase of 14.3% from $134,701,733 in the prior year, and unpaid claims and claims adjustment expenses totaled $140,538,618, an increase of 11.4% from $126,210,428. Total liabilities were $330,693,902 and total equity was $122,731,249 as of December 31, 2025.
The Company utilizes reinsurance as part of its risk management program. Reinsurance recoverables totaled $33,232,000 at year end compared to $69,322,436 in the prior year, a decrease of 52.1%, and prepaid reinsurance premiums totaled $2,142,329 compared to none in the prior year. The Company's reinsurance program consists of [COMPLETE: description of reinsurance treaties, retention levels, and principal reinsurers]. The Company's investment portfolio included debt securities available for sale of $289,037,190, an increase of 54.7% from $186,893,438 in the prior year, debt securities held to maturity of $6,042,348, other invested assets of $10,056,595 and other investments of $4,552,378. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure.
The Company's insurance operations are subject to regulation by [COMPLETE: description of state insurance regulators and regulatory framework, including capital and surplus requirements]. The Company competes with [COMPLETE: description of competitors and competitive factors]. As of December 31, 2025, the Company employed [COMPLETE: number of employees] persons, and information regarding our human capital resources is set forth in [COMPLETE: description of human capital programs]. The Company has adopted insider trading policies and procedures, and the Company is involved in legal proceedings arising in the ordinary course of business from time to time; management does not currently believe any pending matter is material to the financial statements. Our filings with the Securities and Exchange Commission are available at [COMPLETE: Company website address] and on the SEC's website.
KINGSTONE COMPANIES, INC. is a public reporting company classified under Fire, Marine & Casualty Insurance, and our results of operations and financial condition are subject to the risks inherent in the property and casualty insurance business, including the risk that our reserves for losses prove inadequate. Our reserves for unpaid claims and claims adjustment expenses were $140,538,618 at December 31, 2025, compared with $126,210,428 in the prior year, an increase of 11.4%, and these reserves are estimates that may ultimately differ materially from the amounts required to settle claims. Rapid premium growth may increase our exposure to underwriting and pricing risk; net premiums earned increased 45.6% to $187,126,722 from $128,497,920, and unearned premiums increased 14.3% to $154,028,072 from $134,701,733. Our cost of doing business has also grown, as medical costs increased 34.5% to $84,265,722 from $62,634,716, commission expense increased 20.0% to $40,726,801 from $33,929,333, and other underwriting expenses increased 23.5% to $31,718,770 from $25,692,727. If losses or expenses continue to increase faster than premiums, or if catastrophic weather events or other severe loss events occur, our profitability could be adversely affected.
We depend on reinsurance to manage our exposure to losses, and the failure of a reinsurer to honor its obligations or an inability to obtain reinsurance on acceptable terms could harm our results. Reinsurance recoverables were $33,232,000 at December 31, 2025, compared with $69,322,436 in the prior year, a decrease of 52.1%, and prepaid reinsurance premiums were $2,142,329, compared with none in the prior year. We are also exposed to market risk in our investment portfolio. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and changes in interest rates directly affect the fair value of our fixed-income securities, with rising rates generally reducing fair value and declining rates generally increasing it. Debt securities available for sale increased 54.7% to $289,037,190 from $186,893,438, which increases the sensitivity of our financial position to interest rate movements, and accumulated other comprehensive loss was $6,081,530 at December 31, 2025, compared with $12,175,476 in the prior year. Although we manage this exposure principally through the composition and duration of our investment portfolio, adverse market conditions could reduce net investment income, which was $9,798,764 for the year, compared with $6,823,590 in the prior year.
Our liquidity, capital position, and operations are subject to additional risks. Restricted cash and equivalents decreased 57.5% to $12,178,730 from $28,669,441, while current debt was $4,440,127 and long-term debt was $3,143,227 at December 31, 2025, and any inability to meet our obligations or to access capital when needed could constrain our ability to write business. Income tax expense increased 108.5% to $10,278,522 from $4,929,721, and changes in tax law or in the realizability of our deferred tax assets, which declined 25.3% to $4,179,559 from $5,597,920, could affect our results. We are involved in legal proceedings arising in the ordinary course of business from time to time, and management does not currently believe any pending matter is material to the financial statements, but an adverse outcome in litigation or regulatory matters could nonetheless have a material adverse effect. Management evaluated disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level; however, any failure to maintain effective controls could impair the reliability of our financial reporting. Any of these risks, individually or in combination, could cause our future results to differ materially from revenue of $214,867,301 and net income of $40,767,128 for the period ended December 31, 2025.
Kingstone Companies, Inc. reported basic earnings per share of $2.93 for the year ended December 31, 2025, on weighted-average basic shares outstanding of 13,926,024, and total revenue for the period was $214,867,301 and net income was $40,767,128. Net premiums earned increased 45.6% to $187,126,722 from $128,497,920 in the prior year, an increase of $58,628,802 that was the principal driver of revenue growth. Net investment income increased 43.6% to $9,798,764 from $6,823,590, and other revenue increased to $4,014,899 from $451,339. These increases were partially offset by a 26.0% decline in commission revenue to $13,926,916 from $18,829,278, and by the absence of net gains on investments in the current year compared with $539,976 in the prior year. Unearned premiums increased 14.3% to $154,028,072 from $134,701,733, reflecting the growth in premium volume written during the period.
Medical costs increased 34.5% to $84,265,722 from $62,634,716, an increase of $21,631,006 that represented the largest component of expense growth. Commission expense increased 20.0% to $40,726,801 from $33,929,333, and other underwriting expenses increased 23.5% to $31,718,770 from $25,692,727, generally consistent with the growth in net premiums earned. Other operating costs increased 13.0% to $4,105,310 from $3,634,583, and other operating expenses increased 4.5% to $2,559,835 from $2,448,932. Interest expense decreased 87.3% to $445,213 from $3,513,655, reflecting the reduction in outstanding borrowings described below. Income tax expense increased 108.5% to $10,278,522 from $4,929,721, primarily as a result of higher pre-tax income. In the prior period, we noted that continued growth in our expense base that is not matched by premium growth would further pressure our margins, and during the current year expense growth in the principal underwriting categories remained below the rate of growth in net premiums earned.
Our liability for unpaid claims and claims adjustment expenses increased 11.4% to $140,538,618 from $126,210,428. If actual losses develop unfavorably relative to these estimates we would be required to increase reserves, which would reduce earnings and stockholders' equity. Reinsurance recoverables decreased 52.1% to $33,232,000 from $69,322,436, prepaid reinsurance premiums were $2,142,329 at year end compared with none in the prior year, and ceded premiums payable were reduced to zero from $727,000. We continue to rely on reinsurance, and the failure of a reinsurer to meet its obligations, or an increase in the cost or reduction in the availability of reinsurance, could adversely affect our results. Deferred policy acquisition costs increased 12.7% to $27,867,207 from $24,732,371, and other assets increased to $34,590,523 from $6,424,776.
Restricted cash and equivalents were $12,178,730 at December 31, 2025, compared with $28,669,441 at the end of the prior year, and cash and cash equivalents were [COMPLETE: cash and cash equivalents at December 31, 2025 and December 31, 2024, with discussion of operating, investing, and financing cash flows]. Our investment portfolio grew during the year, with debt securities available for sale increasing 54.7% to $289,037,190 from $186,893,438, while debt securities held to maturity decreased to $6,042,348 from $7,047,342, other invested assets were $10,056,595, and other investments were $4,552,378. We reduced our borrowings during the year, with current debt decreasing 60.3% to $4,440,127 from $11,171,420, long-term debt decreasing 27.3% to $3,143,227 from $4,322,163, and deposits decreasing to $765,172 from $2,465,459. Total liabilities were $330,693,902 and total stockholders' equity was $122,731,249 at December 31, 2025. Retained earnings improved to $34,596,857 from an accumulated deficit of $4,755,874, and accumulated other comprehensive loss narrowed to $6,081,530 from $12,175,476. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure. [COMPLETE: statement as to whether management believes existing cash, investments, and cash flows from operations are sufficient to meet working capital and capital expenditure requirements for at least the next twelve months, together with any material commitments or contractual obligations].
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Commission revenue | ||
| Net gains (losses) on investments | 0.00 | 539,976.00 |
| Net investment income | ||
| Net premiums earned | ||
| Other revenue | ||
| Total Revenue | ||
| Total COGS | ||
| Gross Profit | ||
| Commission expense | ||
| Interest expense, operating | ||
| Medical costs | ||
| Other operating costs | ||
| Other operating expenses | ||
| Other underwriting expenses | ||
| Total Expenses | ||
| Operating income | ||
| Income before income taxes | ||
| Income tax expense (benefit) | ||
| Net Income | ||
| Basic earnings per share | ||
| Diluted earnings per share | ||
| Weighted average shares outstanding, basic | ||
| Weighted average shares outstanding, diluted |
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Net income | 40,767,128.00 | 18,358,436.00 |
| Other comprehensive income (loss), net of tax | ||
| Comprehensive income |
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Debt securities available for sale | ||
| Debt securities held to maturity | ||
| Deferred policy acquisition costs | ||
| Deferred tax assets | ||
| Intangible assets, net | ||
| Finite-lived intangible assets, accumulated amortization | ||
| Operating lease right-of-use assets | 0.00 | |
| Other assets (derived) | ||
| Other invested assets | 10,056,595.00 | 10,296,505.00 |
| Other investments | ||
| Premiums receivable | ||
| Prepaid reinsurance premiums | 0.00 | |
| Property, plant and equipment | ||
| Property and equipment, gross | ||
| Less: accumulated depreciation and amortization | ||
| Reinsurance recoverables | 69,322,436.00 | |
| Restricted cash and equivalents | 12,178,730.00 | 28,669,441.00 |
| Total Assets | ||
| Liabilities | ||
| Accounts payable and accrued liabilities | ||
| Ceded premiums payable | 0.00 | 727,000.00 |
| Debt, current | ||
| Deposits | ||
| Long-term debt | ||
| Operating lease liabilities, current | 0.00 | |
| Other liabilities (derived) | ||
| Unearned premiums | ||
| Unpaid claims and claims adjustment expenses | ||
| Total Liabilities | ||
| Equity | ||
| Preferred stock | ||
| Preferred stock, par value per share | ||
| Preferred stock, shares authorized | ||
| Preferred stock, shares issued | ||
| Accumulated other comprehensive income (loss) | - | - |
| Common stock | ||
| Common stock, par value per share | ||
| Common stock, shares authorized | ||
| Common stock, shares issued | ||
| Common stock, shares outstanding | ||
| Other stockholders equity (derived) | ||
| Retained earnings (accumulated deficit) | - | |
| Treasury stock, at cost | - | - |
| Treasury stock, common shares held | ||
| Total Equity | ||
| Total liabilities and equity | ||
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Operating activities | ||
| Net income | ||
| Depreciation and amortization | ||
| Stock-based compensation | ||
| Deferred income taxes | - | |
| Change in income taxes payable | ||
| Change in other operating assets | - | - |
| Change in contract liabilities | - | |
| Change in accounts payable and accrued liabilities | ||
| Changes in operating assets and liabilities, net | ||
| Net cash from operating activities | ||
| Investing activities | ||
| Purchases of property and equipment | - | - |
| Proceeds from sales of available-for-sale securities | ||
| Other investing activities (derived) | - | - |
| Net cash from investing activities | - | - |
| Financing activities | ||
| Dividends paid | - | |
| Proceeds from exercise of stock options | ||
| Proceeds from issuance of common stock | ||
| Other financing activities (derived) | - | - |
| Net cash from financing activities | - | |
| Net change in cash | - | |
| Cash at beginning of period | 8,976,998.00 | |
| Cash at end of period | 28,669,441.00 | |
| Supplemental cash flow information | ||
| Cash paid for interest | ||
| Cash paid for income taxes | 0.00 | 0.00 |
| Cash paid for income taxes, federal | ||
| Cash paid for income taxes, state and local | ||
| Common stock | Retained earnings (accumulated deficit) | Accumulated other comprehensive income (loss) | Treasury stock, at cost | Other stockholders equity (derived) | Total | |
|---|---|---|---|---|---|---|
| Balance at beginning of prior year | 122,483.00 | -23,114,310.00 | -12,274,563.00 | -5,567,481.00 | 75,338,010.00 | 34,504,139.00 |
| Net income | ||||||
| Other equity movements | 21,999.00 | 0.00 | 99,087.00 | -526.00 | 13,725,316.00 | 13,845,876.00 |
| Balance at December 31, 2024 | - | - | - | 89,063,326.00 | ||
| Net income | ||||||
| Dividends | - | - | ||||
| Other equity movements | 14,734.00 | 0.00 | 6,093,946.00 | 0.00 | 10,561,387.00 | 16,670,067.00 |
| Balance at December 31, 2025 | - | - | 99,624,713.00 |
Kingstone Companies, Inc. is a public reporting company classified under Fire, Marine & Casualty Insurance. The accompanying unaudited condensed financial statements have been prepared from the Company's books and records as of and for the period ended December 31, 2025, and include all adjustments that management considers necessary for a fair presentation of the financial position and results of operations for the interim period. These interim statements are unaudited, do not include all of the information and footnotes required for complete annual financial statements, and the results for the interim period are not necessarily indicative of the results to be expected for a full year. Management evaluated disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level, and no changes materially affected internal control over financial reporting during the quarter.
Total revenue for the period was $214,867,301 and net income was $40,767,128. Net premiums earned were $187,126,722, compared with $128,497,920 in the prior period, an increase of 45.6%, and net investment income was $9,798,764, compared with $6,823,590, an increase of 43.6%. Commission revenue decreased 26.0% to $13,926,916 from $18,829,278, while other revenue increased to $4,014,899 from $451,339, and no net gains on investments were recognized in the current period compared with $539,976 in the prior period. Basic earnings per share were $2.93 and diluted earnings per share were $2.88, based on weighted-average basic shares outstanding of 13,926,024. Total income tax expense was $10,278,522, consisting of current federal tax of $10,477,480, current state and local tax of $2,590 and a deferred benefit of $201,548, resulting in an effective tax rate of 20.0% compared with the federal statutory rate of 21.0%.
Debt at period end consisted of current debt of $4,440,127, long-term debt of $3,143,227, deposits of $765,172 and current operating lease liabilities of $136,209. Current debt decreased 60.3% from $11,171,420 in the prior period, long-term debt decreased 27.3% from $4,322,163, and deposits decreased 69.0% from $2,465,459. Interest expense decreased 87.3% to $445,213 from $3,513,655 in the prior period. Total liabilities were $330,693,902 at period end. The Company entered into an operating lease during the period and recognized operating lease right-of-use assets of $136,209 and corresponding current operating lease liabilities of $136,209, with no comparable balances in the prior period. Operating lease cost and total lease cost for the period were $44,638, and right-of-use assets obtained in exchange for operating lease liabilities totaled $198,042. [COMPLETE: interest rates, maturity dates and covenant terms of outstanding debt, and remaining lease term and discount rate.]
Total stockholders' equity was $122,731,249 at December 31, 2025. Stockholders' equity consisted of common stock of $159,216, other stockholders' equity of $99,624,713, retained earnings of $34,596,857, accumulated other comprehensive loss of $6,081,530 and treasury stock, at cost, of $5,568,007. Common stock increased 10.2% from $144,482 in the prior period, and other stockholders' equity increased 11.9% from $89,063,326. Retained earnings of $34,596,857 compared with an accumulated deficit of $4,755,874 in the prior period, reflecting the net income earned during the period, and the accumulated other comprehensive loss narrowed by 50.1% from $12,175,476 in the prior period. Treasury stock, at cost, was unchanged from the prior period at $5,568,007. [COMPLETE: number of shares authorized, issued and outstanding, and description of share-based compensation plans and any dividends declared.]
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the applicable rules and regulations of the Securities and Exchange Commission. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented.
The financial statements include the accounts of the Company and its consolidated subsidiaries, if any. All intercompany balances and transactions have been eliminated in consolidation.
Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized over the estimated useful lives of the related assets, generally on a straight-line basis. Expenditures for maintenance and repairs are expensed as incurred.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. When the carrying amount of an asset or asset group is not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds fair value.
The Company determines whether an arrangement is or contains a lease at inception. For leases with terms greater than twelve months, a right-of-use asset and a corresponding lease liability are recognized at the lease commencement date, measured at the present value of the remaining lease payments over the lease term.
Debt is carried at amortized cost. Debt issuance costs and discounts or premiums are presented as an adjustment to the carrying amount of the related debt and amortized to interest expense over the contractual term of the debt.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recognized when it is more likely than not that some portion of the deferred tax assets will not be realized.
Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock, except when the effect would be antidilutive.
Equity instruments issued by the Company are classified in stockholders' equity based on their terms. The components of stockholders' equity and the changes in those components for the periods presented are set forth in the equity note.
The Company evaluates the applicability and impact of Accounting Standards Updates issued by the Financial Accounting Standards Board as they are issued. Adopted updates and updates not yet effective are not expected to have a material effect on the financial statements, except as otherwise described in these notes.
| Current | Prior | |
|---|---|---|
| Debt, current | ||
| Deposits | ||
| Long-term debt | ||
| Operating lease liabilities, current | 0.00 | |
| Total debt | 8,484,735.00 | 17,959,042.00 |
| Current | Prior | |
|---|---|---|
| Property, plant and equipment | ||
| Total property and equipment | 7,897,675.00 | 9,283,970.00 |
| Current | Prior | |
|---|---|---|
| Gross carrying amount | ||
| Less: accumulated amortization | ||
| Net carrying amount | 500,000.00 | 500,000.00 |
| Current | Prior | |
|---|---|---|
| Amortization expense |
| Current | Prior | |
|---|---|---|
| Accumulated other comprehensive income (loss) | - | - |
| Common stock | ||
| Other stockholders equity (derived) | 99,624,713.00 | 89,063,326.00 |
| Retained earnings (accumulated deficit) | - | |
| Treasury stock, at cost | - | - |
| Total stockholders' equity | 122,731,249.00 | 66,708,451.00 |
| Current | Prior | |
|---|---|---|
| Weighted average shares outstanding, basic | ||
| Weighted average shares outstanding, diluted | ||
| Basic earnings per share | 2.93 | 1.60 |
| Diluted earnings per share |
| Current | Prior | |
|---|---|---|
| Operating lease cost | ||
| Total lease cost | ||
| Right-of-use assets obtained in exchange for operating lease liabilities |
| Current | Prior | |
|---|---|---|
| Current federal | ||
| Current state and local | ||
| Total deferred | ( | |
| Total income tax expense (benefit) | 10,278,522.00 | 4,929,721.00 |
| Current | Prior | |
|---|---|---|
| Tax at federal statutory rate | ||
| Federal statutory rate | ||
| State and local taxes | ( | |
| State and local rate | ( | |
| Nondeductible share-based compensation | ( | ( |
| Nondeductible share-based compensation rate | ( | ( |
| Tax-exempt income | ||
| Tax-exempt income rate | ||
| Other reconciling items | ||
| Other reconciling items rate | ( | |
| Dividends deduction | ||
| Dividends deduction rate | ||
| Prior year income taxes | ||
| Prior year income taxes rate | ||
| Nondeductible expenses | ||
| Nondeductible expenses rate | ||
| Effective tax rate |
| Current | Prior | |
|---|---|---|
| Deferred tax assets, gross | ||
| Operating loss carryforwards | ||
| Other deferred tax assets | ||
| Valuation allowance | ||
| Tax credit carryforwards | ||
| Deferred income | ||
| Unrealized losses on trading securities | ||
| Operating loss carryforwards, pre-tax | ||
| Deferred income tax liabilities | ||
| Property and equipment | ||
| Intangible assets | ||
| Investments | ||
| Deferred expenses |
| Current | Prior | |
|---|---|---|
| Depreciation and amortization | 2,559,835.00 | 2,448,932.00 |
| Depreciation |
KINGSTONE COMPANIES, INC. maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and the evaluation described below relates to the fiscal year ended December 31, 2025. Disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that their objectives are met, and management necessarily applies judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management, with the participation of the principal executive officer and principal financial officer, evaluated the effectiveness of the company's disclosure controls and procedures as of the end of the period covered by this report and concluded that they were effective at the reasonable assurance level. [COMPLETE: Management to review and formally adopt the foregoing conclusion language, including identification of the certifying officers, prior to filing.]
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. [COMPLETE: Management's annual report on internal control over financial reporting as of December 31, 2025, including the framework used (e.g., COSO 2013) and management's conclusion as to effectiveness.] [COMPLETE: Statement regarding the attestation report of the independent registered public accounting firm on internal control over financial reporting, or the basis for exemption from such attestation, as applicable.]
There were no changes in the company's internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Management will continue to review and, where appropriate, enhance its controls and procedures in response to changes in the business and the regulatory environment.
Kingstone Companies, Inc. is a public reporting company classified under Fire, Marine & Casualty Insurance, and as an insurance holding company we depend on information systems to underwrite and administer policies, process claims, manage investments, and safeguard the personal information of our policyholders and employees. We recognize that cybersecurity threats present a risk to our business, operations, and reputation, and we have implemented a cybersecurity risk management program designed to identify, assess, and manage material risks from cybersecurity threats. [COMPLETE: description of the cybersecurity risk management program, including the frameworks or standards on which it is based, the processes used to identify and assess cybersecurity risks, and how those processes are integrated into the company's overall enterprise risk management.] [COMPLETE: description of the company's use of third-party assessors, consultants, or auditors in connection with the cybersecurity program, and the processes used to oversee and identify cybersecurity risks associated with third-party service providers.]
Our board of directors oversees our management of risk, including risks from cybersecurity threats. [COMPLETE: identification of the board committee, if any, responsible for oversight of cybersecurity risk, the frequency with which the board or committee receives reports on cybersecurity matters, and the process by which the board is informed of material cybersecurity incidents.] [COMPLETE: identification of the management positions or committees responsible for assessing and managing cybersecurity risk, the relevant expertise of such persons, and the process by which they are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.]
[COMPLETE: statement as to whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the company, its business strategy, results of operations, or financial condition.] Our cybersecurity processes are part of our broader control environment, and management evaluated disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level, and no changes materially affected internal control over financial reporting during the quarter. Notwithstanding these efforts, we cannot guarantee that our cybersecurity measures will be successful in preventing every cybersecurity incident, and any future incident could have an adverse effect on our business.
The Item 408(a) Rule 10b5-1 trading arrangement disclosure renders here from the guided trading arrangement intake on this page. Complete the intake to state whether any director or officer adopted or terminated a trading arrangement during the fourth fiscal quarter. Author any other Item 9B disclosure in this section as well.
Kingstone Companies, Inc. is a public reporting company classified under Fire, Marine & Casualty Insurance, and the following individuals serve as its directors and executive officers. Meryl S. Golden serves as Chief Executive Officer and President and is also a director; Randy L. Patten serves as Chief Financial Officer, Vice President and Treasurer; Victor J. Brodsky serves as Chief Accounting Officer; Minlei Chen serves as Chief Actuary and Senior Vice President; and David Craven Fernandez serves as Senior Vice President and Chief Claims Officer. The non-employee members of the Board of Directors are Thomas Newgarden, William L. Yankus, Manmohan Singh, Pranav Pasricha and Floyd R. Tupper. The ages, business experience, qualifications and terms of office of each director and executive officer are [COMPLETE: ages, business experience, director qualifications and terms of office for each director and executive officer]. Information regarding the Audit Committee, its members, the designation of any audit committee financial expert, and the Company's code of ethics is [COMPLETE: Audit Committee composition, audit committee financial expert determination, and code of ethics disclosure]. Based on a review of Section 16(a) reports for fiscal year 2025, no late or unfiled reports were identified [COMPLETE: written representations from reporting persons and counsel confirmation of Section 16(a) compliance].
Stockholders may recommend nominees for election to the Board in accordance with the procedures set forth in our bylaws. To be timely, the notice must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the meeting; however, if less than 70 days' notice of the date of the meeting is given to stockholders and public disclosure of the meeting date, pursuant to a press release, is either not made at all or is made less than 70 days prior to the meeting date, notice by a stockholder to be timely made must be so received no later than the close of business on the tenth day following the earlier of the day on which the notice of the date of the meeting was made available to stockholders or the day on which such public disclosure of the meeting date was made. The stockholder sending the notice of nomination must describe various matters, including the name, age, business and residential addresses, occupation or employment and shares held by the nominee; any other information relating to such nominee required to be disclosed in a proxy statement; and the name, address and number of shares held by the stockholder.
The compensation paid to or earned by our named executive officers for the fiscal year ended December 31, 2025, including the Summary Compensation Table, outstanding equity awards at fiscal year-end, and director compensation, is [COMPLETE: executive and director compensation tables and narrative disclosure for fiscal 2025]. Information regarding the beneficial ownership of our common stock by each director, each named executive officer, all directors and executive officers as a group, and each person known to us to beneficially own more than five percent of our outstanding common stock, together with securities authorized for issuance under equity compensation plans, is [COMPLETE: security ownership table as of the record date and equity compensation plan information table]. Information regarding transactions with related persons since the beginning of fiscal 2025, our policies and procedures for the review and approval of such transactions, and the independence of our directors under applicable exchange listing standards is [COMPLETE: related person transactions and director independence disclosure].
Fees billed by our independent registered public accounting firm for fiscal years 2025 and 2024 for audit fees, audit-related fees, tax fees and all other fees are [COMPLETE: principal accountant name and fee amounts by category for fiscal 2025 and 2024]. The Audit Committee's pre-approval policies and procedures for audit and permissible non-audit services, and the percentage of services approved under those procedures, are [COMPLETE: Audit Committee pre-approval policies and percentage of services pre-approved]. Alternatively, the information required by Items 10 through 14 may be incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed within 120 days after the end of the fiscal year covered by this report [COMPLETE: confirm incorporation by reference approach and proxy statement filing timing].