Financial Analysis

Contingent liabilities and commitments. The Company routinely holds third-party funds in segregated escrow accounts pending the closing of real estate transactions resulting in a contingent liability to the Company of approximately $1.7 billion at December 31, 2025. In addition, the Company is contingently liable for disbursements of escrow funds held by independent agencies in those cases where specific insured closing guarantees have been issued. The Company owns a qualified intermediary engaged in Section 1031 tax-deferred property exchanges. The Company holds the proceeds from these transactions until a qualifying exchange can occur. This resulted in a contingent liability to the Company of approximately $1.2 billion at December 31, 2025. As with industry practice, escrow and Section 1031 exchanger fund accounts are not included in the consolidated balance sheets. In the ordinary course of business, the Company guarantees the third-party indebtedness of certain of its consolidated subsidiaries. As of December 31, 2025, the maximum potential future payments on the guarantees are not more than the related notes payable and line of credit balance recorded in the consolidated balance sheets (refer to Note 9 ). The Company also guarantees the indebtedness related to lease obligations of certain of its consolidated subsidiaries. The maximum future obligations arising from these lease-related guarantees are not more than the Companys future lease obligations (refer to Note 14 ) …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Notes payable and line of credit. A summary of notes payable and line of credit is as follows: 2025 2024 (in $ thousands) 3.6% Senior Notes 446,234 445,672 Line of credit facility (1) 200,000 Other notes payable 372 169 646,606 445,841 (1) Applicable interest rate was 5.4% during the year ended December 31, 2025. In November 2021, the Company completed an underwritten offering of $450 million aggregate principal amount of unsecured 3.6% Senior Notes due on November 15, 2031 (Senior Notes). The proceeds from the issuance of the Senior Notes, net of underwriting discounts and issuance costs, were $444.0 million, which were used to repay an outstanding balance on a previous term loan and for general corporate purposes. Interest on the Senior Notes is paid semi-annually in May and November at a fixed rate of 3.6% per annum. At any time prior to August 15, 2031, the Senior Notes are subject to redemption, at the Company's option, upon not less than 15 days' notice, in whole or in part, at a redemption price equal to the greater of: 100% of the principal amount of the Senior Notes to be redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest to be redeemed. The Senior Notes are the Companys general senior unsecured obligations, are not guaranteed by any of the Companys subsidiaries, rank equally in right of payment with the Companys existing and future senior unsecured indebtedness, and are effectively subordinated to all liabilities …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Company's operating revenues, summarized by type, are as follows: 2025 2024 2023 (in $ thousands) Title insurance premiums: Direct 822,784 702,565 635,435 Agency 1,262,568 1,043,173 985,989 Escrow fees 171,826 157,282 153,670 Real estate solutions and abstract fees 509,321 423,976 330,804 Other revenues 91,802 95,116 106,342 2,858,301 2,422,112 2,212,240

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Share-based payments. As part of its incentive compensation program for executives and senior management employees, the Company provides share-based awards, which primarily include a combination of time-based restricted stock units and performance-based restricted stock units, and are typically granted annually during the first quarter of the year. Each restricted stock unit represents a contractual right to receive a share of the Company's Common Stock. The time-based units generally vest on each of the first three anniversaries of the grant date, while the performance-based units vest upon achievement of certain financial objectives and employee service requirements over a period of approximately three years. The Company has not granted stock options since 2021 and all outstanding stock option awards are already fully vested. The compensation expense associated with the share-based awards is calculated based on the fair value of the related award and recognized over the corresponding vesting period, and is presented as part of employee costs in the consolidated statement of income and comprehensive income. Award forfeitures are recorded as credits against employee costs in the period in which they occur. The aggregate grant-date fair value of restricted stock unit awards to employees during 2025, 2024 and 2023 was $17.1 million (241,800 stock units with an average grant price of $70.69), $18.9 million (297,400 stock units with an average grant price of $63.41) and $12.3 mil …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair value measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal, or most advantageous, market for the asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs when possible. The three levels of inputs used to measure fair value are as follows: Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. At December 31, 2025, financial instruments measured at fair value on a recurring basis are summarized below: Level 1 Level 2 Level 3 Fair value measurements (in $ thousands) Investments in securities: Debt securities: Municipal 12,274 1 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and other intangibles. The summary of changes in goodwill is as follows: Title Real Estate Solutions Corporate Total (in $ thousands) Balances at January 1, 2024 707,935 364,194 1,072,129 Acquisitions 12,666 12,666 Purchase accounting adjustments 186 186 Disposals (842) (842) Balances at December 31, 2024 719,945 364,194 1,084,139 Acquisitions 8,608 179,211 187,819 Balances at December 31, 2025 728,553 543,405 1,271,958 An aggregate of $86.6 million of the goodwill recognized in 2025 related to acquisitions is tax-deductible over a period of 15 years from the corresponding acquisition date, while there was no such amount recognized in 2024. In connection with all of its acquisitions, the Company recorded other intangible assets of $184.0 million and $12.0 million during 2025 and 2024, respectively. In December 2025, the Company acquired all of Mortgage Contracting Services (MCS) for a total cash purchase consideration of $332.7 million. MCS provides property preservation and field services to mortgage servicers and is included in the real estate solutions segment. Based on management's provisional purchase accounting, which is expected to be completed within the one-year measurement period from the acquisition date, the Company recognized fair value amounts of assets acquired and liabilities assumed at acquisition date, primarily related to goodwill ($152.2 million), other intangible assets ($175.0 million), trade receivables ($17.9 million) and accounts payable and …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

"Income taxes. As described in Note 1-R, additional disclosures below are presented pursuant to the requirements of ASU 2023-09. Amounts for 2024 and 2023, where applicable, were recast to conform with the 2025 presentation. Income tax expense consists of the following: 2025 2024 2023 (in $ thousands) Current income tax expense: Federal 12,555 7,170 5,638 State 583 955 62 Foreign 13,999 13,409 16,347 27,137 21,534 22,047 Deferred income tax expense (benefit): Federal 11,587 6,536 (1,919) State (1,852) (179) 107 Foreign (1,461) (1,736) (4,972) 8,274 4,621 (6,784) Total income tax expense 35,411 26,155 15,263 The components of income before taxes and after deducting noncontrolling interests are as follows: 2025 2024 2023 (in $ thousands) Domestic 107,710 56,657 4,980 Foreign 43,236 42,808 40,722 150,946 99,465 45,702 Income taxes paid (net of refunds received) by jurisdiction consists of the following: 2025 2024 2023 (in $ thousands) Federal 7,200 6,960 (6,085) State 1,756 1,595 1,615 Foreign: Canada 9,332 13,710 6,707 Australia 5,708 2,951 2,156 Mexico 261 738 Other 300 289 214 Total income taxes paid, net 24,296 25,766 5,345 The following table reconciles income tax expense computed at the federal statutory rate with income tax expense as reported using specific categories required by ASU 2023-09. Additionally, categories of at least 5% of the expected tax expense are disaggregated by nature or jurisdiction (in $ thousands, except for income tax rates): 2025 2024 2023 Amount …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Regulatory and legal developments. The Company is subject to claims and lawsuits arising in the ordinary course of its business, most of which involve disputed policy claims. In some of these lawsuits, the plaintiffs seek exemplary or treble damages in excess of policy limits. The Company does not expect that any of these ordinary course proceedings will have a material adverse effect on its consolidated financial condition or results of operations. The Company believes that it has adequate reserves for the various litigation matters and contingencies referred to in this paragraph and that the likely resolution of these matters will not materially affect its consolidated financial condition or results of operations. The Company is subject to non-ordinary course of business claims or lawsuits from time to time. To the extent the Company is currently the subject of these types of lawsuits, the Company has determined either that a loss is not reasonably possible or that the estimated loss or range of loss, if any, will not have a material adverse effect on the Companys financial condition, results of operations or cash flows. Additionally, the Company occasionally receives various inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance. To the extent the Company is in receipt of such inquiries, it believes that, where appropriate, it has adequately reserved for these matters and does not antici …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Leases. Total operating lease expense was $46.6 million, $46.3 million and $49.6 million in 2025, 2024 and 2023, respectively, which included $3.2 million, $3.4 million and $3.3 million, respectively, of lease expense related to short-term leases and equipment. Total finance lease expense was $0.2 million, $0.3 million and $0.6 million in 2025, 2024 and 2023, respectively. Total operating lease liabilities are presented on the consolidated balance sheets and there were no material outstanding finance lease obligations at December 31, 2025 and 2024. Lease-related assets as of December 31 are as follows: 2025 2024 (in $ thousands) Operating lease assets, net of accumulated amortization 106,034 102,210 Finance lease assets, net of accumulated depreciation 473 Total lease assets 106,034 102,683 Other information related to operating leases during the years ended December 31 is as follows: 2025 2024 Cash paid for amounts included in the measurement of lease liabilities (in $ thousands) 45,114 48,533 Lease assets obtained in exchange for lease obligations (in $ thousands) 45,620 25,980 Weighted average remaining lease term (years): 4.7 3.8 Weighted average discount rate 5.1 % 4.7 % Future minimum lease payments under operating leases as of December 31, 2025 are as follows: (in $ thousands) 2026 37,096 2027 28,353 2028 21,641 2029 16,833 2030 10,672 Thereafter 26,675 Total future minimum lease payments 141,270 Less: imputed interest (19,117) Net future minimum lease payments 122,153 …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently adopted accounting standards. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. ASU 2023-09 also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company adopted ASU 2023-09 for the 2025 annual reporting and applied retrospective disclosures for all prior periods presented. The adoption of ASU 2023-09 did not have a material impact on the Company's consolidated financial statements, except for the disclosure requirements provided in Note 7 , Income taxes.

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Revenues. The Company's operating revenues, summarized by type, are as follows: 2025 2024 2023 (in $ thousands) Title insurance premiums: Direct 822,784 702,565 635,435 Agency 1,262,568 1,043,173 985,989 Escrow fees 171,826 157,282 153,670 Real estate solutions and abstract fees 509,321 423,976 330,804 Other revenues 91,802 95,116 106,342 2,858,301 2,422,112 2,212,240

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Segment information. The Company's chief operating decision maker (CODM) is the chief executive officer, who evaluates performance of and allocates resources to its three reportable segments: title insurance and related services (title), real estate solutions, and corporate. The Company uses revenues and pretax income in assessing segment performance and trends. The title segment provides services needed to transfer title to property in a real estate transaction and includes services such as searching, abstracting, examining, closing and insuring the condition of the title to the property. In addition, the title segment includes home and personal insurance services, Internal Revenue Code Section 1031 tax-deferred exchanges, and digital customer engagement platform services. The real estate solutions segment supports the real estate industry and primarily includes credit and real estate information services, valuation services, online notarization and closing services, and capital markets search services. The corporate segment is primarily comprised of the parent holding company and centralized support services departments. Statement of income information related to these reportable segments, including major expense captions used to calculate pretax income, for the years ended December 31 is as follows: 2025 2024 2023 (in $ thousands) Title: Revenues 2,482,018 2,132,955 1,997,128 Expenses Amounts retained by agencies 1,047,660 864,807 813,519 Employee costs 754,339 677,378 648 …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Common Stock. During 2025, the Company issued an aggregate of 2,185,000 new shares of its Common Stock ($1 par value), which included shares purchased by the underwriters to the transaction. Proceeds from the Common Stock issuance, net of issuance costs, amounted to $140.8 million.

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Contingent liabilities and commitments. In the ordinary course of business, the Company guarantees the third-party indebtedness of certain of its consolidated subsidiaries. As of September 30, 2025, the maximum potential future payments on the guarantees are not more than the related notes payable recorded in the condensed consolidated balance sheets. The Company also guarantees the indebtedness related to lease obligations of certain of its consolidated subsidiaries. The maximum future obligations arising from these lease-related guaran tees are not more than the Companys future lease obligations, as presented on the condensed consolidated balance sheets, plus lease operating expenses. As of September 30, 2025, the Company also had unused letters of credit aggregating $4.9 million related to workers compensation and other insurance. The Company does not expect to make any payments on these guarantees. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

The Company's operating revenues, summarized by type, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in $ thousands) Title insurance premiums: Direct 210,057 185,584 573,561 501,096 Agency 360,186 282,549 928,989 764,081 Escrow fees 46,894 41,188 128,070 116,926 Real estate solutions and abstract fees 135,454 113,981 379,710 320,828 Other revenues 23,892 26,299 67,624 69,485 776,483 649,601 2,077,954 1,772,416

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Share-based payments. As part of its incentive compensation program for executives and senior management employees, the Company provides share-based awards, which primarily include a combination of time-based restricted stock units and performance-based restricted stock units and are typically granted annually during the first quarter of the year. Each restricted stock unit represents a contractual right to receive a share of the Company's Common Stock. The time-based units generally vest on each of the first three anniversaries of the grant date, while the performance-based units vest upon achievement of certain financial objectives and an employee service requirement over a period of approximately three years. The Company has not granted stock options since 2021 and all outstanding stock option awards are already fully vested. The compensation expense associated with the share-based awards is calculated based on the fair value of the related award and recognized over the corresponding vesting period. During the first nine months of 2025 and 2024, the Company granted time-based and performance-based restricted stock units with aggregate grant-date fair values of $15.9 million (223,000 units with an average grant price per unit of $71.16) and $14.5 million (235,000 units with an average grant price per unit of $61.56), respectively.

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Fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal, or most advantageous, market for the asset or liability in an orderly transaction between market participants at the measurement date. Under U.S. GAAP, there is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs when possible. The three levels of inputs used to measure fair value are as follows: Level 1 quoted prices in active markets for identical assets or liabilities; Level 2 observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. As of September 30, 2025, financial instruments measured at fair value on a recurring basis are summarized below: Level 1 Level 2 Fair value measurements (in $ thousands) Investments in securities: Debt securities: Municip …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Regulatory and legal developments. The Company is subject to claims and lawsuits arising in the ordinary course of its business, most of which involve disputed policy claims. In some of these lawsuits, the plaintiffs seek exemplary or treble damages in excess of policy limits. The Company does not expect that any of these ordinary course proceedings will have a material adverse effect on its consolidated financial condition or results of operations. The Company believes that it has adequate reserves for the various litigation matters and contingencies referred to in this paragraph and that the likely resolution of these matters will not materially affect its consolidated financial condition or results of operations. The Company is subject to non-ordinary course of business claims or lawsuits from time to time. To the extent the Company is currently the subject of these types of lawsuits, the Company has determined either that a loss is not reasonably possible or that the estimated loss or range of loss, if any, will not have a material adverse effect on the Companys financial condition, results of operations or cash flows. Additionally, the Company occasionally receives various inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance. To the extent the Company is in receipt of such inquiries, it believes that, where appropriate, it has adequately reserved for these matters and does not antici …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Revenues. The Company's operating revenues, summarized by type, are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in $ thousands) Title insurance premiums: Direct 210,057 185,584 573,561 501,096 Agency 360,186 282,549 928,989 764,081 Escrow fees 46,894 41,188 128,070 116,926 Real estate solutions and abstract fees 135,454 113,981 379,710 320,828 Other revenues 23,892 26,299 67,624 69,485 776,483 649,601 2,077,954 1,772,416

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Segment information. The Company's chief operating decision maker (CODM) is the chief executive officer, who evaluates the performance of and allocates resources to its three reportable segments: title insurance and related services (title), real estate solutions, and corporate. The Company uses revenues and pretax income in assessing segment performance and trends. The title segment provides services needed to transfer title to property in a real estate transaction and includes services such as searching, abstracting, examining, closing and insuring the condition of the title to the property. In addition, the title segment includes home and personal insurance services, Internal Revenue Code Section 1031 tax-deferred exchanges, and digital customer engagement platform services. The real estate solutions segment supports the real estate industry and primarily includes credit and real estate information services, valuation services, online notarization and closing services, and capital markets search services. The corporate segment is primarily comprised of the parent holding company and centralized support services departments. Statement of income information related to these reportable segments, including major expense captions used to calculate pretax income, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in $ thousands) (in $ thousands) Title: Revenues 678,899 571,600 1,803,322 1,552,988 Expenses Amounts retained by agen …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing