Financial Analysis

Intangible Assets The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions are all Level 3 inputs. Management determined that no events or changes in circumstances occurred during the periods ended December 31, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired. During the year ended December 31, 2025, the Company completed the acquisition of title insurance agencies for an aggregate estimated purchase price $12 million, including potential contingent payments that the Company deems probable, as part of its ongoing strategy to pursue opportunistic growth opportunities. In connection with these acquisitions, the Company recorded $8.2 million in intangible assets and $2.5 million in goodwill. Additional changes in goodwill and intangible assets in 2025 were related to a transfer of assets to a joint venture. Identifiable intangible assets consist of the following as of December 31: Year Ended (in thousands) 2025 2024 Referral relationships $ 14,589 $ 8,898 Non-compete agreements 1,827 3,155 Tradename 1,177 747 Total 17,593 12,800 Accumulated amortization (5,946) (7,354) Identifiable intangible assets, net $ 11,647 $ 5,446 The following table provides the estimated aggregate amortization expense, as of December 31, 2025 for each of the five succeeding fiscal years: Year Ended (in thousands) 2026 $ 1,124 2027 1,078 2028 1 …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Legal Proceedings: The Company and its subsidiaries are involved in legal proceedings that are incidental to their business. In the Companys opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings is not expected to, in the aggregate, be material to the Companys consolidated financial condition or operations. Regulation: The Companys title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries. It is the opinion of management based on its present expectations that these audits and inquiries will not have a material impact on the Companys consolidated financial condition or operations. Escrow and Trust Deposits: As a service to its customers, the Company, through ITIC, administers escrow and deposits representing earnest money received under real estate contracts, escrowed funds received under escrow agreements, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks. Cash administered by the Company for these purposes was approximately $62.6 million and $55.0 million as of December 31, 2025 and 2024, respectively. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying Consolidated Balance Sheets; however, the Company remains contingently liable for t …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides a breakdown of the Companys revenue by major business activity: (in thousands) 2025 2024 2023 Revenue from contracts with customers: Escrow and other title-related fees $ 19,311 $ 17,954 $ 17,109 Non-title services 21,599 17,193 19,237 Total revenue from contracts with customers 40,910 35,147 36,346 Other sources of revenue: Net premiums written 212,642 204,264 171,158 Investment-related revenue 15,862 17,940 16,255 Other 3,341 947 991 Total revenues $ 272,755 $ 258,298 $ 224,750 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Income Taxes The components of income tax expense for the years ended December 31 are summarized as follows: (in thousands) 2025 2024 2023 Current: Federal $ 6,045 $ 7,371 $ 8,389 State 447 395 389 Total current 6,492 7,766 8,778 Deferred: Federal 2,700 555 (4,150) State 177 69 (84) Total deferred 2,877 624 (4,234) Total $ 9,369 $ 8,390 $ 4,544 For state income tax purposes, ITIC and NITIC generally pay only a gross premium tax found in other expenses in the Consolidated Statements of Operations. At December 31, the approximate tax effect of each component of deferred income tax assets and liabilities is summarized as follows: (in thousands) 2025 2024 Deferred income tax assets: Accrued benefits and retirement services $ 4,163 $ 4,132 Lease assets 1,431 1,335 Net operating loss carryforward 210 Impairment of assets 232 135 Reinsurance and commission payable 24 23 Allowance for doubtful accounts 6 6 Other 678 559 Total 6,534 6,400 Deferred income tax liabilities: Excess of tax over book depreciation 3,678 721 Net unrealized gain on investments 2,985 3,015 Recorded statutory premium reserve, net of reserves for claims 2,714 2,508 Lease liabilities 1,375 1,293 1031 gain 925 933 Intangible assets 860 730 Postretirement benefit 26 Other 1,142 1,295 Total 13,705 10,495 Net deferred income tax liabilities $ (7,171) $ (4,095) At December 31, 2025 and 2024, there were no valuation allowances recorded. Based upon the Companys historical results of operations, the existing financial con …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company enters into lease agreements that are primarily for office space. These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the term of the lease. The Company occasionally assumes equipment lease agreements through business acquisitions. These leases are accounted for as finance leases. Included in a portion of the Company's current leases is an option to extend or cancel the lease term. The exercise of such an option is solely at the Company's discretion. The lease liability recorded in the Consolidated Balance Sheets includes lease payments related to options to extend or cancel the lease term if the Company determined at the inception date that the lease was expected to be renewed or extended. The Company, in determining the present value of lease payments, utilized the average rate over a 10-year term based upon the Moody's seasoned Aaa corporate bond yields, as explicit rates of interest were not readily determinable in the lease contracts. The Company does not carry debt; thus no incremental borrowing rate is available to the Company. Lease expense is included in office and technology expenses in the Consolidated Statements of Operations. Information regarding the Companys leases for the years ended December 31 is as follows: (in thousands) 2025 2024 2023 Operating leases $ 2,107 $ 2,672 $ 2,754 Finance leases: Amortization of lease assets 204 259 237 Interest on lease liabilities 20 Lease expense …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosures . The update expands income tax disclosures, including the rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 for the year ended December 31, 2025, on a retrospective basis, with no impact on its financial position or results of operations. Refer to Note 8 to the Consolidated Financial Statements for further information on income taxes. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The update requires that an entity disclose additional information about specific expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the effect of this guidance on its financial statement disclosures, however, adoption will not impact its financial position or results of operations. In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The update modifies the accounting for internal-use software development costs by eliminating the stage-based model a …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Retirement Agreements and Other Postretirement Benefit Plan The Company has a 401(k) savings plan. In order to participate in the plan, employees must be 21 years old. In order to be eligible for employer contributions, individuals must be employed for a period of one year and work at least 1,000 hours annually. The Company makes a 3% Safe Harbor contribution and also has the option annually to make a discretionary profit share contribution. Individuals may elect to make contributions up to the maximum deductible amount as determined by the Internal Revenue Code of 1986, as amended (the IRC). Expenses related to the 401(k) plan were approximately $2.0 million, $2.0 million, and $1.6 million for 2025, 2024, and 2023, respectively. In November 2003, ITIC, a wholly owned subsidiary of the Company, entered into employment agreements with the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of ITIC. These individuals also serve as the Chairman, President and Executive Vice President, respectively, of the Company. The agreements provide compensation and life, health, dental and vision benefits upon the occurrence of specific events, including death, disability, retirement, termination without cause or upon a change in control. The employment agreements also prohibit each of these executives from competing with ITIC and its parent, subsidiaries and affiliates in North Carolina while employed by ITIC and for a period of two years following termination of t …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Related Party Transactions The Company does business with, and has investments in, unconsolidated LLCs that are primarily title insurance agencies. The Company utilizes the equity method to account for its investments in these LLCs. The following table sets forth the approximate values by year found within each financial statement classification: Financial Statement Classification, Consolidated Balance Sheets (in thousands) 2025 2024 Other investments $ 8,184 $ 4,950 Premium and fees receivable $ 2,498 $ 1,701 Financial Statement Classification, Consolidated Statements of Operations (in thousands) 2025 2024 2023 Net premiums written $ 35,018 $ 29,272 $ 22,131 Non-title services and other investment income $ 3,241 $ 2,637 $ 4,062 Commissions to agents $ 25,973 $ 20,821 $ 15,115

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Revenue from Contracts with Customers ASC 606, Revenue from Contracts with Customers , requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts; and therefore is primarily applicable to the following Company revenue categories. Escrow and other title-related fees: The Companys title segment recognizes commission revenue and fees related to items such as searches, settlements, commitments and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete. Non-title services: Through various subsidiaries, the Company offers management services, tax-deferred real property exchange services, investment management and trust services. Nonrefundable exchange fees are recognized as revenue upon receipt of the funds, which is at the time of closing of the initial sale of property. All other non-title service fees are recognized as revenue as performance obligations are completed. Other: The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but is not limited to, s …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information The Company has two reportable segments, title insurance and exchange services. The remaining immaterial segments have been combined into a group called All Other. The Companys chief operating decision makers (CODMs) are the Chief Executive Officer; President, Chief Financial Officer, Chief Accounting Officer, and Treasurer; and Executive Vice President and Secretary. The CODMs use financial metrics such as consolidated operating margin and net income to assess financial performance and to make key operating decisions, such as resource allocation and the rate at which the Company invests in growth opportunities. The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents. Title insurance policies insure titles to real estate. The tax-deferred exchange services segment acts as an intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investments and serves as exchange accommodation titleholder, holding property for exchangers in reverse exchange transactions. Provided below is selected financial information about the Companys operations by segment for the periods ended December 31, 2025, 2024, and 2023: 2025 (in thousands) Title Insurance Exchange Services All Other Intersegment Eliminations Total Insurance and other services revenues $ 251,052 $ 13,765 $ 10,275 $ (18,199) $ 256,893 Net investment income 11, …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Shareholders Equity On November 12, 2002, the Companys Board of Directors amended the Companys Articles of Incorporation, creating a series of preferred stock designated Series A Junior Participating Preferred Stock (the Series A Preferred Stock). The Series A Preferred Stock is senior to common stock in dividends or distributions of assets upon liquidation, dissolution or winding up of the Company. Dividends on the Series A Preferred Stock are cumulative and accrue from the quarterly dividend payment date. Each share of Series A Preferred Stock entitles the holder thereof to 100 votes on all matters submitted to a vote of shareholders of the Company. These shares were reserved for issuance under the Shareholder Rights Plan, which was originally adopted on November 21, 2002 by the Companys Board of Directors and most recently amended and restated on September 30, 2022 (as amended and restated, the Plan). Under the terms of the Plan, the Companys common stock acquired by a person or a group buying 15% or more of the Companys common stock would be diluted, except in transactions approved by the Board of Directors. The Plan expires on September 30, 2032. In connection with the adoption of the Plan, the Companys Board of Directors declared a dividend distribution of one right (a Right) for each outstanding share of the Companys common stock paid on December 16, 2002, to shareholders of record at the close of business on December 2, 2002. Each Right entitles the registered holder …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Intangible Assets, Goodwill and Title Plants Intangible Assets The estimated fair values of intangible assets recognized as the result of title insurance agency acquisitions are principally based on values obtained from an independent third-party valuation service and are all Level 3 inputs. Management determined that no events or changes in circumstances occurred during the nine-month periods ended September 30, 2025 and 2024 that would indicate the carrying amounts may not be recoverable, and therefore, determined that no identifiable intangible assets were impaired. During the nine-month period ended September 30, 2025, the Company experienced a decline in goodwill and intangible assets due to a transfer of assets to a joint venture. Identifiable intangible assets consist of the following: (in thousands) As of September 30, 2025 As of December 31, 2024 Referral relationships $ 7,039 $ 8,898 Non-compete agreements 1,626 3,155 Tradename 747 747 Total 9,412 12,800 Accumulated amortization (5,710) (7,354) Identifiable intangible assets, net $ 3,702 $ 5,446 The following table provides the estimated aggregate amortization expense, as of September 30, 2025, for each of the five succeeding fiscal years: Year Ended (in thousands) 2025 $ 144 2026 575 2027 530 2028 526 2029 526 Thereafter 1,214 Total $ 3,515 Goodwill and Title Plants As of September 30, 2025, the Company recognized $6.8 million in goodwill and $1.6 million in title plants, net of impairments, as the result of title …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Legal Proceedings The Company and its subsidiaries are involved in legal proceedings that are incidental to their business. In the Companys opinion, based on the present status of these proceedings, any potential liability of the Company or its subsidiaries with respect to these legal proceedings is not expected to, in the aggregate, be material to the Companys consolidated financial condition or operations. Regulation The Companys title insurance and trust subsidiaries are regulated by various federal, state and local governmental agencies and are subject to various audits and inquiries. It is the opinion of management based on its present expectations that these audits and inquiries will not have a material impact on the Companys consolidated financial condition or operations. Escrow and Trust Deposits As a service to its customers, the Company, through ITIC, administers escrow and trust deposits representing earnest money received under real estate contracts, escrowed funds received under escrow agreements, undisbursed amounts received for settlement of mortgage loans and indemnities against specific title risks. These amounts are not considered assets of the Company and, therefore, are excluded from the accompanying unaudited Consolidated Balance Sheets; however, the Company remains contingently liable for the disposition of these deposits. Like-Kind Exchanges Proceeds In administering tax-deferred like-kind exchanges pursuant to 1031 of the …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides a breakdown of the Companys revenue by major business activity: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Revenue from contracts with customers: Escrow and other title-related fees $ 4,811 $ 4,574 $ 14,397 $ 13,098 Non-title services 6,258 4,305 16,344 12,913 Total revenue from contracts with customers 11,069 8,879 30,741 26,011 Other sources of revenue: Net premiums written 56,402 54,855 157,243 146,451 Investment-related revenue 5,446 4,707 12,090 14,460 Other 106 388 3,163 748 Total revenues $ 73,023 $ 68,829 $ 203,237 $ 187,670 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

"Recently Issued Accounting Standards In September 2025, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . The update modifies the accounting for internal-use software development costs by eliminating the stage-based model and establishing new capitalization criteria that apply once a project is authorized and funded, and it is probable the software will be completed and used as intended. The new guidance also introduces the concept of significant development uncertainty to help entities determine the appropriate timing of capitalization and integrates prior website development guidance into Accounting Standards Codification (ASC) 350-40. The update is effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of adopting this guidance and does not expect the adoption to have a material effect on its financial position or results of operations."

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"Retirement Agreements and Other Postretirement Benefits The Companys subsidiary, Investors Title Insurance Company (""ITIC""), is a party to employment agreements with key executives that provide for the continuation of certain employee benefits and other payments due under the agreements upon retirement, estimated to total $15.6 million and $15.4 million as of September 30, 2025 and December 31, 2024, respectively. The executive employee benefits include health, dental, vision and life insurance and are unfunded. These amounts are classified as accounts payable and accrued liabilities in the unaudited Consolidated Balance Sheets. The following sets forth the net periodic benefit cost for the executive benefits for the periods ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2025 2024 2025 2024 Service cost benefits earned during the year $ $ $ $ Interest cost on the projected benefit obligation 14 11 38 34 Amortization of unrecognized gain (7) (15) Net periodic benefit cost $ 7 $ 11 $ 23 $ 34" …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Related Party Transactions The Company does business with, and has investments in, unconsolidated LLCs that are primarily title insurance agencies. The Company utilizes the equity method to account for its investment in these LLCs. The following table sets forth the approximate values by year found within each financial statement classification: Financial Statement Classification, Consolidated Balance Sheets (unaudited) (in thousands) As of September 30, 2025 As of December 31, 2024 Other investments $ 8,100 $ 4,950 Premium and fees receivable $ 2,401 $ 1,701 Financial Statement Classification, Consolidated Statements of Operations (unaudited) (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net premiums written $ 9,826 $ 7,155 $ 25,084 $ 20,000 Non-title services and other investment income $ 1,107 $ 902 $ 2,369 $ 1,941 Commissions to agents $ 6,395 $ 5,047 $ 16,311 $ 13,837

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Revenue from Contracts with Customers ASC 606, Revenue from Contracts with Customers , requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance does not apply to revenue associated with insurance contracts (including title insurance policies), financial instruments and lease contracts; and therefore, is primarily applicable to the following Company revenue categories. Escrow and other title-related fees: The Companys title segment recognizes commission revenue and fees related to items such as searches, settlements, commitments and other ancillary services. Escrow and other title-related fees are recognized as revenue at the time of the related transactions as the earnings process, or performance obligation, is then considered to be complete. Non-title services: Through various subsidiaries, the Company offers management services, tax-deferred real property exchange services, investment management and trust services. Nonrefundable exchange fees are recognized as revenue upon receipt of the funds, which is at the time of closing of the initial sale of property. All other non-title service fees are recognized as revenue as performance obligations are completed. Other: The Company occasionally recognizes revenue from other miscellaneous contracts which can include, but are not limited to, …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Information The Company has two reportable segments, title insurance and exchange services. The remaining immaterial segments have been combined into a group called All Other. The Companys chief operating decision makers (CODMs) are the Chief Executive Officer; President, Chief Financial Officer, Chief Accounting Officer, and Treasurer; and Executive Vice President and Secretary. The CODMs use financial metrics such as consolidated operating margin and net income to assess financial performance and to make key operating decisions, such as resource allocation and the rate at which the Company invests in growth opportunities. The title insurance segment primarily issues title insurance policies through approved attorneys from underwriting offices and through independent issuing agents. Title insurance policies insure titles to real estate. The exchange services segment acts as an intermediary in tax-deferred exchanges of property held for productive use in a trade or business or for investments and serves as exchange accommodation titleholder, holding property for exchangers in reverse exchange transactions. Provided below is selected financial information about the Company's operations by segment for the periods ended September 30, 2025 and 2024: Three Months Ended September 30, 2025 (in thousands) Title Insurance Exchange Services All Other Intersegment Eliminations Total Insurance and other services revenues $ 64,598 $ 4,176 $ 2,799 $ (3,996) $ 67,577 Net investment …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing