STEWART INFORMATION SERVICES CORP (STC)

CIK: 0000094344. SIC: 6361 Title Insurance. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Insurance Carriers > SIC 6361 Title Insurance

SEC company page: https://www.sec.gov/edgar/browse/?CIK=94344. Latest filing source: 0000094344-26-000007.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000094344.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000094344.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000094344-26-000013.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S OVERVIEW

First quarter 2026 overview. We reported net income attributable to Stewart of $17.0 million ($0.55 per diluted share) for the first quarter 2026, compared to net income attributable to Stewart of $3.1 million ($0.11 per diluted share) for the first quarter 2025. Pretax income before noncontrolling interests for the first quarter 2026 was $23.6 million compared to pretax income before noncontrolling interests of $5.9 million for the prior year quarter. First quarter 2026 and 2025 results included $2.9 million and $3.1 million, respectively, of pretax net realized and unrealized gains, both primarily driven by net gains from fair value changes of equity securities investments recorded in the title segment.

Summary results of the title segment are as follows ($ in millions, except pretax margin):

For the Three Months

Ended March 31,

2026

2025

% Change

Operating revenues

603.2 

499.2 

21 

%

Investment income

13.8 

12.6 

10 

%

Net realized and unrealized gains

3.1 

3.1 

1 

%

Pretax income

25.0 

11.8 

112 

%

Pretax margin

4.0 

%

2.3 

%

Title segment operating revenues increased $104.0 million (21%) in the first quarter 2026 compared to the first quarter 2025, driven by strong results across both our direct and agency title operations despite the current market environment. Direct title revenues improved $38.5 million (17%), primarily reflecting consistent strong performance in our domestic commercial business and improved domestic residential results. Gross agency revenues increased $65.5 million (25%), while revenues, net of agency retention, increased $10.7 million (23%) compared to the first quarter 2025. The title segment's combined employee costs and other operating expenses increased $36.9 million (14%); however, as a percentage of operating revenues, these costs improved to 48.4% in the first quarter 2026 from 51.1% in the prior year quarter, primarily due to higher title operating revenues. Title loss expense, as a percentage of title operating revenues, improved to 3.1% in the first quarter 2026, compared to 3.5% in the prior year quarter, primarily due to our continued overall favorable claims experience.

Net realized and unrealized gains in the first quarters 2026 and 2025 were primarily related to net gains on fair value changes of equity securities investments. Investment income increased $1.2 million (10%) in the first quarter 2026, primarily driven by increased interest income resulting from increased cash balances compared to the first quarter 2025. Included in the title segment's pretax income in the first quarters 2026 and 2025 were acquisition intangible asset amortization expenses of $2.7 million and $2.8 million, respectively.

Summary results of the real estate solutions segment are as follows ($ in millions, except pretax margin):

For the Three Months

Ended March 31,

2026

2025

% Change

Operating revenues

161.4 

97.1 

66 

%

Pretax income

11.0 

4.1 

172 

%

Pretax margin

6.8 

%

4.2 

%

17

The real estate solutions segment's operating revenues improved by $64.3 million (66%) in the first quarter 2026 compared to the prior year quarter, primarily driven by higher credit information services revenues and our recently-acquired Mortgage Contracting Services (MCS) business. Combined segment employee costs and other operating expenses increased $55.3 million (64%) in the first quarter 2026, primarily due to increased costs of services associated with increased revenue levels. The segment's first quarter 2026 pretax income included acquisition intangible asset amortization expense of $6.7 million and integration costs related to MCS of $2.5 million, while first quarter 2025 pretax income included acquisition intangible asset amortization expense of $5.5 million.

In regard to the corporate segment, pretax results were driven by net expenses attributable to corporate operations, which increased to $12.2 million for the first quarter 2026, compared to $9.9 million in the first quarter 2025, primarily driven by higher interest expense on increased debt balances.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures surrounding contingencies and commitments. Actual results can differ from our accounting estimates. While we do not anticipate significant changes in our estimates, there is a risk that such changes could have a material impact on our consolidated financial condition or results of operations for future periods. During the three months ended March 31, 2026, we made no material changes to our critical accounting estimates as previously disclosed in Management’s Discussion and Analysis in the 2025 Form 10-K.

Operations. Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial and other real properties located in all 50 states, the District of Columbia and international markets through policy-issuing offices, agencies and centralized title services centers. Our real estate solutions operations include credit and real estate information services, valuation services, online notarization and closing services, and capital markets search services. The corporate segment includes our parent holding company and centralized support services departments.

Factors affecting revenues. The principal factors that contribute to changes in our operating revenues include:

•interest rates;

•availability of mortgage loans;

•number and average value of mortgage loan originations;

•ability of potential purchasers to qualify for loans;

•inventory of existing homes available for sale;

•ratio of purchase transactions compared with refinance transactions;

•ratio of closed orders to open orders;

•home prices;

•consumer confidence, including employment trends;

•demand by buyers;

•premium rates and related state regulations;

•foreign currency exchange rates;

•market share;

•ability to attract and retain highly productive sales associates;

•independent agency remittance rates;

•opening and integration of new offices and acquisitions;

•office closures;

•number and value of commercial transactions, which typically yield higher premiums;

•government or regulatory initiatives;

•acquisitions or divestitures of businesses;

•volume of distressed property transactions; and

•seasonality and/or weather.

18

Premiums are determined in part by the values of the transactions we handle. To the extent inflation or market conditions cause increases in the prices of homes and other real estate, premium revenues are also increased. Conversely, falling home prices cause premium revenues to decline. Home price changes may override the seasonal nature of the title insurance business. Historically, our first quarter is the least active in terms of title insurance revenues as home buying is generally depressed during winter months. Our second and third quarters are typically the most active as the summer is the traditional home buying season, and while commercial transaction closings are skewed to the end of the year, individually large commercial transactions can occur any time of the year. On average, title premium rates for refinance orders are lower compared to a similarly priced purchase transaction.

RESULTS OF OPERATIONS

Comparisons of our results of operations for the three months ended March 31, 2026 with the corresponding periods in the prior year are set forth below. Factors contributing to fluctuations in the results of operations are presented in the order of their monetary significance, and we have quantified, when necessary, significant changes. Segment results are included in the discussions and, when relevant, are discussed separately.

Our statements on home sales, interest rates and loan activity are based on published U.S. industry data from sources including Fannie Mae, the Mortgage Bankers Association (MBA), the National Association of Realtors (NAR) and the U.S. Census Bureau as of March 31, 2026. We also use information from our direct operations.

Operating environment. According to NAR, March 2026 existing home sales (seasonally-adjusted basis) were approximately 3.98 million units, representing declines of 1% and 4% compared to last year and February 2026, respectively. The decreases were primarily attributed to lower consumer confidence and elevated mortgage interest rates. As a result of continued limited housing inventory, the median existing home price rose to $408,800 in March 2026, a new record high for the month and the 33rd consecutive month of year-over-year median price appreciation. In regard to residential construction activity in March 2026, U.S. housing starts (seasonally-adjusted) were 11% higher, while newly-issued building permits declined 7% compared to last year.

Based on averaged estimates by Fannie Mae and MBA, total U.S. single family mortgage originations increased 42% to $536 billion during the first quarter 2026 compared to the first quarter 2025. This increase was primarily driven by a 128% rise in refinancing originations, while purchase lending improved by 10%. The 30-year fixed mortgage interest rate, while still relatively elevated, averaged 6.1% during the first quarter 2026 compared to 6.8% in the prior year quarter. The 30-year fixed mortgage interest rate is expected to remain relatively stable for the remainder of the year. For the second quarter 2026, existing and new homes sales (seasonally-adjusted) are expected to increase 5% and 7%, respectively, compared to last year, while total purchase and refinancing originations are forecast to improve 1% and 63%, respectively, compared to the second quarter 2025.

Title revenues. Direct title revenues information is presented below:

Three Months Ended March 31,

2026

2025

 Change

% Chg

(in $ millions)

Non-commercial:

Domestic

145.6 

134.4 

11.2 

8 

%

International

24.1 

22.2 

1.9 

9 

%

169.7 

156.6 

13.1 

8 

%

Commercial:

Domestic

93.9 

69.3 

24.6 

35 

%

International

6.6 

5.8 

0.8 

14 

%

100.5 

75.1 

25.4 

34 

%

Total direct title revenues

270.2 

231.7 

38.5 

17 

%

19

Domestic commercial revenues improved $24.6 million, or 35%, in the first quarter 2026 compared to the first quarter 2025, primarily driven by higher commercial transaction size and volume, primarily across energy, industrial, site development, data center and retail asset classes. The average domestic commercial fee per file in the first quarter 2026 was $21,100, which is a 33% improvement compared to $15,800 in the same period in 2025, while domestic commercial closed orders increased 2%.

Domestic non-commercial revenues increased $11.2 million, or 8%, in the first quarter 2026, primarily due to higher closed transaction volumes, driven by increased refinancing activity, compared to the first quarter 2025. The average residential fee per file was $3,300 in the first quarter 2026, consistent with the prior year quarter. Total international revenues improved $2.7 million, or 10%, in the first quarter 2026, primarily driven by improved residential volumes compared to the same period in 2025.

Orders information is as follows:

Three Months Ended March 31,

2026

2025

Change

% Chg

Opened Orders:

Commercial

5,350 

4,328 

1,022 

24 

%

Purchase

44,610 

46,250 

(1,640)

(4)

%

Refinance

23,321 

17,562 

5,759 

33 

%

Other*

11,427 

10,803 

624 

6 

%

Total

84,708 

78,943 

5,765 

7 

%

Closed Orders:

Commercial

4,459 

4,390 

69 

2 

%

Purchase

26,033 

26,780 

(747)

(3)

%

Refinance

13,385 

9,898 

3,487 

35 

%

Other*

4,750 

4,605 

145 

3 

%

Total

48,627 

45,6

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

MANAGEMENT'S OVERVIEW

Net income attributable to Stewart for 2025 was $115.5 million, or $4.05 per diluted share, compared to $73.3 million, or $2.61 per diluted share, in 2024. Pretax income before noncontrolling interests in 2025 was $165.6     million (5.7% pretax margin) compared to $114.3 million (4.6% pretax margin) in 2024. During 2025, total operating revenues increased 18% to $2.86 billion compared to $2.42 billion in 2024, while total expenses increased 16% to $2.76 billion, compared to $2.38 billion in 2024, primarily driven by higher revenues in the title and real estate solutions services operations. Refer to "Results of Operations" for detailed year-to-year income statement discussions, and "Liquidity and Capital Resources" for an analysis of Stewart's financial condition.

For the fourth quarter 2025, we reported net income attributable to Stewart of $36.3 million ($1.25 per diluted share), compared to net income attributable to Stewart of $22.7 million ($0.80 per diluted share) for the fourth quarter 2024. Fourth quarter 2025 pretax income before noncontrolling interests was $51.7 million (6.5% pretax margin) compared to pretax income before noncontrolling interests of $35.4 million (5.3% pretax margin) for the prior year quarter.

Fourth quarter 2025 results included $3.8 million of pretax net realized and unrealized losses, primarily recorded in the title segment, while the fourth quarter 2024 results included $1.7 million of pretax net realized and unrealized gains, comprised of $2.8 million net gains in the title segment and $1.1 million net losses in the corporate segment.

During the fourth quarter 2025, we completed the largest acquisition in Stewart history by acquiring Mortgage Contracting Services (MCS), an industry leader in providing property preservation and field services to mortgage servicers. This acquisition broadens Stewart's servicer customer base and expands our full suite of lender services. MCS is included in our real estate solutions segment. Refer to Note 8 to our audited consolidated financial statements for details.

Title segment. Summary results of the title segment are as follows (in $ millions, except pretax margin and % change):

For the Three Months

Ended December 31,

2025

2024

% Change

Operating revenues

668.4 

562.7 

19 

%

Investment income

14.0 

14.5 

(3)

%

Net realized and unrealized (losses) gains

(3.7)

2.8 

(236)

%

Pretax income

58.0 

45.2 

28 

%

Pretax margin

8.5 

%

7.8 

%

18

Segment operating revenues in the fourth quarter 2025 increased $105.7 million, or 19%, driven by strong performances by our direct and agency title operations with operating revenue growth of 18% and 20%, respectively, compared to the fourth quarter 2024. Segment total operating expenses increased $85.9 million, or 16%, compared to the fourth quarter 2024 driven by the $43.9 million, or 19%, higher agency retention expenses and $40.3 million, or 15%, increased combined employee costs and other operating expenses, consistent with the title revenue growth. As a percentage of operating revenues, total title segment employee costs and other operating expenses improved to 47.0% in the fourth quarter 2025 compared to 48.7% in the prior year quarter, primarily due to increased title operating revenues.

Title loss expense in the fourth quarter 2025 increased $2.3 million, or 11%, compared to the fourth quarter 2024, primarily driven by higher title revenues. As a percentage of title operating revenues, title loss expense improved to 3.4% in the fourth quarter 2025 compared to 3.7% in the prior year quarter, primarily as a result of our continued overall favorable claims experience.

Direct title revenue information is presented below (in $ millions, except % change):

For the Three Months

Ended December 31,

2025

2024

% Change

Non-commercial

Domestic

180.2 

162.5 

11 

%

International

31.0 

25.9 

20 

%

211.2 

188.4 

12 

%

Commercial:

Domestic

116.1 

84.1 

38 

%

International

7.5 

11.1 

(32)

%

123.6 

95.2 

30 

%

Total direct title revenues

334.8 

283.6 

18 

%

Domestic commercial revenues in the fourth quarter 2025 improved by $32.0 million, or 38%, primarily driven by increased sizes of commercial closed transactions, principally related to data center and energy asset classes, while domestic non-commercial revenues increased $17.7 million, or 11%, primarily driven by higher combined purchase and refinancing closed transactions and increased average fee per file compared to the prior year quarter. Fourth quarter 2025 average domestic commercial fee per file was $27,300, or 39% higher compared to $19,600 in the fourth quarter 2024, while average domestic residential fee per file improved 13% to $3,300, compared to $2,900 in the fourth quarter 2024. Total international revenues in the fourth quarter 2025 increased by $1.5 million, or 4%, primarily due to higher residential transaction volumes compared to the prior year quarter.

Real estate solutions segment. Summary results of the real estate solutions segment are as follows (in $ millions, except pretax margin and % change):

For the Three Months

Ended December 31,

2025

2024

% Change

Operating revenues

111.9 

87.0 

29 

%

Pretax income

3.9 

0.9 

317 

%

Pretax margin

3.5 

%

1.1 

%

The segment’s fourth quarter 2025 operating revenues improved $24.9 million, or 29%, primarily driven by our credit information services business. Combined employee costs and other operating expenses in the fourth quarter 2025 increased $21.6 million, or 27%, primarily due to increased costs of services related to revenue growth. The segment's pretax income included acquisition intangible asset amortization expenses of $5.6 million and $5.5 million in the fourth quarters 2025 and 2024, respectively.

19

Corporate segment. The segment's net expenses for the fourth quarter 2025 slightly increased to $10.1 million, compared to $9.7 million in the fourth quarter 2024, primarily due to higher interest expense on increased debt balances. The segment recorded a $1.1 million realized loss related to an investment impairment during the fourth quarter 2024.

CRITICAL ACCOUNTING ESTIMATES

Actual results can differ from our accounting estimates. While we do not anticipate significant changes in our estimates, there is a risk that such changes could have a material impact on our consolidated financial condition or results of operations for future periods. The discussion of critical accounting estimates below should be read in conjunction with the related accounting policies disclosed within Note 1 to our audited consolidated financial statements in Part IV of this annual report.

Title loss reserves

Provisions for title losses, as a percentage of title operating revenues, were 3.4%, 3.9% and 4.1% for the years ended December 31, 2025, 2024 and 2023, respectively. Actual loss payment experience, including the impact of large losses, is the primary reason for increases or decreases in our title loss provision. A 100 basis point change in the loss provisioning percentage, a reasonable scenario based on our historical loss experience, would have increased or decreased our provision for title losses, and affected pretax income by approximately $24.2 million for the year ended December 31, 2025.

We consider our actual claims payments (net of recoveries) and incurred loss experience, including the frequency and severity of claims, compared to our actuarial estimates of claims payments and incurred losses in determining whether our overall loss experience has improved or worsened relative to prior periods. We also consider the impact of economic or market factors on particular policy years to determine whether the results of those policy years are indicative of future expectations. In addition, large claims (those exceeding $1.0 million on a single claim), including large title losses due to independent agency defalcations, are analyzed and reserved for separately due to the potential higher dollar amount of loss, lower volume of claims reported and sporadic reporting of such claims. We evaluate the frequency and severity of large losses in determining whether our experience has improved or worsened. Our method for recording the reserves for title losses on both an interim and annual basis begins with the calculation of our current loss provision rate which is applied to our current premium revenues, resulting in a title loss expense for the period, except for large claims and escrow losses. This loss provision rate is set to provide for losses on current year policies and is primarily determined using moving average ratios of recent actual policy loss payment experience (net of recoveries) to premium revenues.

Due to the inherent uncertainty in predicting future title policy losses, significant judgment is required by our management and our third-party actuaries in estimating reserves. As a consequence, our ultimate liability may be materially greater or lower than current reserves and/or our third-party actuary’s calculated estimates.

Provisions for known claims arise primarily from prior policy years as claims are not typically reported until years after policies are issued. Provisions - Incurred But Not Reported (IBNR) are estimates of claims expected to be incurred over the next 20 years; therefore, it is not unusual or unexpected to experience changes to those estimated provisions in both current and prior policy years as additional loss experience on policy years is obtained. This loss experience may result in changes to our estimate of total ultimate losses expected (i.e., the IBNR policy loss reserve). Current year provisions - IBNR are recorded on policies issued in the current year as a percentage of premiums earned (loss provisioning rate). As claims become known, provisions are reclassified from IBNR to known claims. Adjustments relating to large claims may impact provisions either for known claims or for IBNR.

20

2025

2024

2023

(in $ millions)

Provisions – Known Claims:

Current year

30.5 

15.3 

16.9 

Prior policy years

64.2 

66.8 

70.4 

94.7 

82.1 

87.3 

Provisions – IBNR

Current year

48.5 

56.1 

49.9 

Prior policy years

2.7 

9.0 

13.5 

51.2 

65.1 

63.4 

Transferred IBNR to Known Claims

(64.2)

(66.8)

(70.4)

Total provisions

81.7 

80.4 

80.3 

In 2025, total provisions for known claims increased $12.6 million, or 15%, compared to 2024 as a result of the timing of claims reported and changes to large and non-large claims related to both current and prior policy years. Total provisions - IBNR in 2025 decreased $13.9 million, or 21%, compared to the prior year primarily due to our overall favorable claims experience. In 2024, total known provision claims decreased $5.2 million, or 6%, compared to 2023, primarily as a result of changes to existing large and non-large claims related to prior policy years, while total provisions - IBNR increased $1.7 million, or 2.7%, primarily due to increased title premiums in 2024. As a percentage of title operating revenues, current year provisions - IBNR were 2.0%, 2.7% and 2.6% in 2025, 2024 and 2023, respectively.

In addition to title policy claims, we incur losses in our direct operations from escrow, closing and disbursement functions. Escrow losses typically relate to errors or other miscalculations of amounts to be paid at closing, including timing or amount of a mortgage payoff, payment of property or other taxes and payment of homeowners’ association fees, and wire fraud. In those cases, the title insurer incurs the loss under its obligation to ensure that an unencumbered title is conveyed. These losses are recognized as expenses when discovered or when contingencies associated with them (such as litigation) are resolved and are typically paid less than 12 months after the loss is recognized.

Large title losses due to independent agency defalcations typically occur when the independent agency misappropriates funds from escrow accounts under its control. Such losses are usually discovered when the independent agency fails to pay off an outstanding mortgage loan at closing (or immediately thereafter) from the proceeds of the new loan. These incurred losses are typically more severe in terms of dollar value compared with traditional title policy claims since the independent agency is often able, over time, to conceal misappropriations of escrow funds relating to more than one transaction through the constant volume of funds moving through its escrow accounts. In declining real estate markets, lower transaction volumes result in a lower incoming volume of funds, making it more difficult to cover up the misappropriations with incoming funds. Thus, when the defalcation is discovered, it often relates to several transactions. In addition, the overall decline in an independent agency’s revenues, profits and cash flows increases the agency’s incentive to improperly utilize the escrow funds from real estate transactions. For each of the three years ended December 31, 2025, our net title losses due to independent agency defalcations were not material.

Internal controls relating to independent agencies include, but are not limited to, periodic audits, site visits and reconciliations of policy inventories and premiums. The audits and site visits cover examination of the escrow account bank reconciliations and an examination of a sample of closed transactions. In some instances, the scope of our review is limited by attorney agencies that cite client confidentiality. Certain states have mandated annual reviews of agencies by their underwriter. We also determine whether our independent agencies have appropriate internal controls as defined by ALTA's best practices and us. However, even with adequate internal controls in place, their effectiveness can be circumvented by collusion or improper override of the controls by management at the independent agencies. To aid in the selection of independent agencies to review, we have developed an agency risk model that aggregates data from different areas to identify possible issues. This is not a guarantee that all independent agencies with deficiencies will be identified. In addition, we are typically not the only underwriter for which an independent agency issues policies, and independent agencies may not always provide complete financial records for our review.

21

Goodwill impairment

Goodwill is not amortized, but is reviewed for impairment annually and whenever occurrences of events indicate a potential impairment at the reporting unit level. Refer to Note 1-L and Note 8 to our audited consolidated financial statements for details about our goodwill impairment review process and goodwill balances, respectively.

The valuation techniques performed in our quantitative analysis make use of our estimates and assumptions related to critical factors, which include revenue and operating margin growth rates, future market conditions, determination of market multiples and comparative companies, assignment of a control premium, and determination of risk-adjusted discount rates. Forecasts of future operations are based, in part, on actual operating results and our expectations as to future market conditions, which are inherently uncertain and difficult to project. In performing our analysis, we make assumptions and apply judgments to estimate industry economic factors and the future profitability of our businesses. Due to the uncertainty and complexity of performing the goodwill impairment analysis, future results related to market conditions and our business operations and other inputs to the analysis may be worse than estimated or assumed. In such cases, we may be exposed to future material impairments of goodwill.

For our annual goodwill impairment test for all our reporting units, we utilized the quantitative approach during 2025 and 2024 and concluded that there is no impairment of goodwill for any of our reporting units.

RESULTS OF OPERATIONS

We discuss in this section the consolidated results of operations for the years 2025 and 2024, as compared to each corresponding prior year. Factors contributing to fluctuations in our results of operations are presented in the order of their monetary significance, and significant changes are quantified, when necessary. Segment results are included in the discussions and are discussed separately, when relevant.

Industry data. Published U.S. mortgage interest rates and other selected residential housing data for the three years ended December 31, 2025 are shown below (amounts shown for 2025 are preliminary and subject to revision). The amounts below may not relate directly to or provide accurate data for forecasting our operating revenues or order counts. Our statements on home sales, mortgage interest rates and loan origination activity are based on averaged published industry data as of December 31, 2025 from sources including Fannie Mae and the Mortgage Bankers Association (MBA), when available.

2025

2024

2023

Mortgage interest rates (30-year, fixed-rate) – %

Averages for the year

6.60 

6.72 

6.80 

First quarter

6.82 

6.75 

6.36 

Second quarter

6.79 

6.99 

6.49 

Third quarter

6.55 

6.51 

7.04 

Fourth quarter

6.23 

6.65 

7.29 

Mortgage originations – $ billions

1,988 

1,685 

1,554 

Refinancings – % of originations

31 

22 

18 

Existing home sales – in millions

4.08 

4.07 

4.10 

Existing home median sales price – in $ thousands

421 

411 

388 

New home sales – in millions

0.68 

0.69 

0.67 

New home median sales price – in $ thousands

452 

448 

427 

In 2025, the average 30-year mortgage interest rate reached its lowest level in three years, influenced by several interest rate reductions by the federal government which started in late 2024. The average 30-year mortgage interest rate was 6.15% at the end of 2025, compared to 6.85% at the end of 2024 and a 23-year high of 7.79% during the fourth quarter 2023. Total loan dollar originations in 2025 improved 18% compared to 2024, primarily due to a 67% increase in refinancing transactions, with purchase lending volume improving by 4%. However, 2025 existing home sales remained flat to 2024, primarily as a result of the relatively elevated interest rates, tight inventory levels and affordability challenges caused by rising home prices. However, we are encouraged that existing home sales in December 2025 improved 5% (seasonally-adjusted) compared to November 2025, which was the strongest result in nearly three years, according to the National Association of Realtors (NAR).

22

For 2026, Fannie Mae and MBA expect existing homes sales to improve 7%, with the median existing home price remaining essentially unchanged. The average 30-year mortgage interest rate is forecast to improve to 6.2% in 2026 compared to 6.6% in 2025, and further decline to 6.1% in 2027. Total mortgage originations are expected to improve 15% in 2026, with refinancing and purchase transactions increasing 31% and 7%, respectively, while new homes sales are expected to improve 5% compared to 2025.

Factors affecting revenues. Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial and other real properties located across the U.S. and international markets through policy-issuing offices, agencies and centralized title services centers. Our real estate solutions operations include credit and real estate information services, property preservation and field services, valuation management services, online notarization and closing services, and search services. The corporate segment includes our parent holding company and centralized support services departments. Refer to Item 1. Business for details.

The principal factors that contribute to changes in our operating revenues include:

•interest rates;

•availability of mortgage loans;

•number and average value of mortgage loan originations;

•ability of potential purchasers to qualify for loans;

•inventory of existing homes available for sale;

•ratio of purchase transactions compared with refinance transactions;

•ratio of closed orders to open orders;

•home prices;

•consumer confidence, including employment trends;

•demand by buyers;

•premium rates and related state regulations;

•foreign currency exchange rates;

•market share;

•ability to attract and retain highly productive sales associates;

•independent agency remittance rates;

•opening and integration of new offices and acquisitions;

•office closures;

•number and value of commercial transactions, which typically yield higher premiums;

•government or regulatory initiatives;

•acquisitions or divestitures of businesses;

•volume of distressed property transactions; and

•seasonality and/or weather.

Premiums are determined in part by the values of the transactions we handle. To the extent inflation or market conditions cause increases in the prices of homes and other real estate, premium revenues are also increased. Conversely, falling home prices cause premium revenues to decline. Home price changes may override the seasonal nature of the title insurance business. Historically, our first quarter is the least active in terms of title insurance revenues as home buying is generally depressed during winter months. Our second and third quarters are typically the most active as the summer is the traditional home buying season, and while commercial transaction closings are skewed to the end of the year, individually large commercial transactions can occur any time of the year. On average, title premium rates for refinance orders are lower compared to a similarly priced purchase transaction.

23

Title revenues. Direct title revenue information is presented below:

Year Ended December 31

Change

Percent Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

2025 vs 2024

2024 vs 2023

(in $ millions)

(in $ millions)

Non-commercial

Domestic

671.3 

636.1 

656.3 

35.2 

(20.2)

6 

%

(3)

%

International

115.0 

102.2 

98.1 

12.8 

4.1 

13 

%

4 

%

786.3 

738.3 

754.4 

48.0 

(16.1)

7 

%

(2)

%

Commercial:

Domestic

339.2 

251.5 

182.2 

87.7 

69.3 

35 

%

38 

%

International

32.0 

30.6 

26.1 

1.4 

4.5 

5 

%

17 

%

371.2 

282.1 

208.3 

89.1 

73.8 

32 

%

35 

%

Total direct title revenues

1,157.5 

1,020.4 

962.7 

137.1 

57.7 

13 

%

6 

%

Direct title revenues improved 13% in 2025 compared to 2024, primarily due to growth in both commercial and non-commercial domestic revenues. Domestic commercial revenues in 2025 increased 35% compared to the prior year, driven by increased sizes and volume of commercial transactions, primarily related to data center, energy, retail and mixed-use asset classes. Total non-commercial domestic revenues in 2025 increased 6% compared to 2024, primarily as a result of higher combined purchase and refinancing closed transactions and increased average fee per file. Domestic commercial transactions closed improved 13%, while combined purchase and refinancing orders increased 1% in 2025 compared to 2024. Average domestic commercial fee per file in 2025 improved 18% to $19,300, compared to $16,300 in 2024, while average residential fee per file in 2025 improved 6% to $3,200, compared to $3,000 in the prior year. Total international revenues in 2025 improved $14.2 million, 11%, primarily due to overall higher transaction volumes compared to 2024.

Direct title revenues in 2024 improved 6% compared to 2023, primarily driven by increased commercial revenues resulting from increased commercial transactions and higher average transaction size in 2024. Total non-commercial domestic revenues in 2024 declined 3% compared to 2023, primarily as a result of lower total residential transactions influenced by the continued elevated interest rates and weaker existing home sales in 2024. Purchase closed orders during 2024 declined 8%, partially offset by an 8% improvement in refinancing closed orders compared to 2023. Average domestic commercial fee per file in 2024 was $16,300, which was 34% higher compared to 2023, while average residential fee per file in 2024 was $3,000, which was 7% lower compared to 2023, primarily due to lower purchase transaction mix in 2024. Total international revenues in 2024 improved $8.6 million, 7%, primarily due to higher transaction volumes in our Canadian and Australian operations compared to 2023.

Closed and opened orders information is as follows:

Year Ended December 31

Change

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

2025 vs 2024

2024 vs 2023

Opened Orders:

Commercial

17,870 

15,167 

14,203 

2,703 

964 

18 

%

7 

%

Purchase

189,503 

191,938 

202,947 

(2,435)

(11,009)

(1)

%

(5)

%

Refinance

81,548 

71,274 

64,418 

10,274 

6,856 

14 

%

11 

%

Other

40,598 

44,449 

27,328 

(3,851)

17,121 

(9)

%

63 

%

Total

329,519 

322,828 

308,896 

6,691 

13,932 

2 

%

5 

%

24

Year Ended December 31

Change

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

2025 vs 2024

2024 vs 2023

Closed Orders:

Commercial

17,538 

15,452 

14,971 

2,086 

481 

13 

%

3 

%

Purchase

130,720 

135,471 

147,528 

(4,751)

(12,057)

(4)

%

(8)

%

Refinance

50,348 

43,252 

40,151 

7,096 

3,101 

16 

%

8 

%

Other

31,529 

34,577 

17,612 

(3,048)

16,965 

(9)

%

96 

%

Total

230,135 

228,752 

220,262 

1,383 

8,490 

1 

%

4 

%

Gross revenues from independent agency operations (agency revenues) in 2025 improved $219.4 million, or 21%, compared to 2024, primarily driven by improved volumes in key agency states and commercial transactions. Gross agency revenues increased $57.2 million, or 6%, in 2024 compared to 2023, which was consistent with the performance of our direct title operations and trends of the overall real estate market during 2024. Net agency revenues (which are net of agency retention) increased $36.5 million (21%) and $5.9 million (3%) in 2025 and 2024, respectively, primarily consistent with the gross agency revenues trend. Refer further to the "Retention by agencies" discussion under Expenses below.

Title revenues by geographic location. The approximate amounts and percentages of consolidated title operating revenues for the last three years ended December 31, 2025 were as follows (amounts and percentages are rounded and may not foot as presented):

Year Ended December 31

Percentages

2025

2024

2023

2025

2024

2023

(in $ millions)

Texas

365 

315 

305 

15 

%

16 

%

16 

%

New York

252 

206 

195 

11 

%

10 

%

10 

%

International

152 

141 

131 

6 

%

7 

%

7 

%

Ohio

143 

123 

96 

6 

%

6 

%

5 

%

California

115 

93 

89 

5 

%

5 

%

5 

%

Florida

113 

85 

85 

5 

%

4 

%

4 

%

Michigan

98 

81 

75 

4 

%

4 

%

4 

%

All others

1,182 

1,020 

973 

48 

%

48 

%

49 

%

2,420 

2,064 

1,949 

100 

%

100 

%

100 

%

Real estate solutions revenues. Real estate solutions revenues are primarily comprised of revenues generated by our real estate solutions operations. These revenues increased $79.7 million, or 22%, in 2025 and increased $95.0 million, or 36%, in 2024, compared to corresponding prior periods, primarily due to increased revenues from our credit information and valuation management services businesses.

Investment income. Investment income improved $2.4 million, or 4%, in 2025 compared to 2024, primarily due to the higher interest income generated from increased cash, short-term investments and notes receivable balances in 2025. Investment income in 2024 increased $10.2 million, or 23%, compared to 2023, primarily due to higher interest income resulting from earned interest from eligible escrow balances which started mid-2023. Refer to Note 6 to our audited consolidated financial statements for additional details.

25

Net realized and unrealized gains. Refer to Note 6 to our audited consolidated financial statements for details.

Expenses. Our employee costs and certain other operating expenses are sensitive to inflation. An analysis of expenses is shown below:

Year Ended December 31

Change*

% Change

2025

2024

2023

2025 vs 2024

2024 vs 2023

2025 vs 2024

2024 vs 2023

(in $ millions)

(in $ millions)

Amounts retained by independent agencies

1,047.7 

864.8 

813.5 

182.9 

51.3 

21 

%

6 

%

As a % of agency revenues

83.0 

%

82.9 

%

82.5 

%

Employee costs

830.6 

745.4 

712.8 

85.2 

32.6 

11 

%

5 

%

As a % of operating revenues

29.1 

%

30.8 

%

32.2 

%

Other operating expenses

714.6 

604.0 

507.7 

110.7 

96.3 

18 

%

19 

%

As a % of operating revenues

25.0 

%

24.9 

%

22.9 

%

Title losses and related claims

81.7 

80.4 

80.3 

1.3 

0.1 

2 

%

— 

%

As a % of title revenues

3.4 

%

3.9 

%

4.1 

%

*Amounts change may not add due to rounding.

Retention by agencies. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. Amounts retained by independent agencies, as a percentage of revenues generated by them, averaged 83.0%, 82.9% and 82.5% during each of the three years ended December 31, 2025. The average retention rates during 2025 and 2024 were slightly elevated compared to 2023, primarily as a result of revenue growth from states with relatively higher retention rates in 2025 and 2024. The average retention percentage may vary from period to period due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations. Due to the variety of such laws or regulations, as well as competitive factors, the average retention rate can differ significantly from state to state. In addition, a high proportion of our independent agencies are in states with retention rates greater than 80%. We continue to focus on increasing profit margins in every state, increasing premium revenue in states where remittance rates are higher, and maintaining the quality of our agency network, which we believe to be the industry’s best, in order to mitigate claims risk and drive consistent future performance. While market share is important in our agency operations channel, it is not as important as margins, risk mitigation and profitability.

Selected cost ratios (by selected segment). The following table shows employee costs and other operating expenses as a percentage of operating revenues for each of the title and real estate solutions segments for the years ended December 31:

Employee Costs

Other Operating Expenses

2025

2024

2023

2025

2024

2023

Title

31.2 

%

32.8 

%

33.3 

%

15.8 

%

16.5 

%

16.4 

%

Real estate solutions

14.3 

%

15.2 

%

18.7 

%

74.8 

%

72.2 

%

68.2 

%

Employee costs. Consolidated employee costs increased $85.2 million, or 11%, in 2025 compared to 2024, and increased $32.6 million, or 5%, in 2024 compared to 2023, primarily driven by higher salaries and employee benefits expenses related to a higher average employee count, and increased incentive compensation consistent with overall improved results during 2025 and 2024. Our total employee counts at December 31, 2025, 2024 and 2023 were approximately 7,800, 7,000 and 6,800 respectively. Average cost per employee for 2025 and 2024 increased 4% and 6%, respectively, compared to corresponding prior periods, primarily driven by higher incentive compensation and benefits expenses.

Employee costs for the title segment increased $77.0 million, or 11%, in 2025 and increased $28.5 million, or 4%, in 2024, primarily driven by higher average employee counts and increased incentive compensation compared to corresponding prior periods. Employee costs for the real estate solutions segments increased $7.9 million, or 14%, in 2025 and increased $5.3 million, or 11%, in 2024, primarily due to higher average employee counts compared to corresponding prior periods.

26

Other operating expenses. Other operating expenses include costs that are primarily fixed in nature, costs that follow, to varying degrees, changes in transaction volumes and revenues (variable costs) and costs that fluctuate independently of revenues (independent costs). Costs that are primarily fixed in nature include rent and other occupancy expenses, equipment rental, insurance, repairs and maintenance, technology costs and telecommunications expenses. Variable costs include third-party service and appraiser expenses related to real estate solutions operations, title outside search fees, attorney fee splits, credit losses (on receivables), copy supplies, delivery fees, postage, premium taxes and title plant maintenance expenses. Independent costs include general supplies, litigation defense, business promotion and marketing and travel.

Consolidated other operating expenses in 2025 and 2024 increased $110.7 million (18%) and $96.3 million (19%), respectively, primarily driven by higher real estate solutions service expenses and increased title outside search and premium tax expenses resulting from revenue growth compared to corresponding prior periods. Total other operating expenses, as a percentage of total operating revenues (other operating expenses ratio), were 25.0%, 24.9% and 22.9% during 2025, 2024 and 2023, respectively, with the higher ratios in 2025 and 2024 primarily driven by the increased size of our real estate solutions operations, which typically have higher other operating expenses.

During 2025, total variable costs increased $92.8 million, or 25%, primarily driven by higher service and appraiser expenses, and title outside search expenses resulting from improved revenues from real estate solutions and commercial services, respectively, compared to 2024. Costs that are primarily fixed in nature increased $4.4 million, or 2%, in 2025, primarily as a result of increased technology costs, while independent costs increased $13.5 million, or 25%, in 2025, primarily due to increased business promotion, marketing, and travel costs and file clean-up expenses.

During 2024, total variable costs increased $99.5 million, or 37%. compared to 2023, primarily driven by higher appraiser and service expenses and outside search expenses resulting from improved revenues from real estate solutions and commercial services, respectively. Costs that are primarily fixed in nature in 2024 were comparable with 2023, while independent costs decreased $3.1 million, or 5%, primarily due to lower office closure and litigation settlement expenses, partially offset by higher business promotion and marketing, and travel costs.

Title losses. Provisions for title losses, as a percentage of title operating revenues, were 3.4%, 3.9% and 4.1% in 2025, 2024 and 2023, respectively. The title loss ratio in any given year can be significantly influenced by changes in new large claims incurred, escrow losses and adjustments to reserves for existing large claims. We continue to manage and resolve large claims prudently and in keeping with our commitments to our policyholders.

Title losses in 2025 slightly increased (2%) compared to 2024, while title losses in 2024 were comparable to 2023, which were both primarily driven by our continued overall favorable claims experience in 2025 and 2024, which reduced the effect of increased title premiums in 2025 and 2024 compared to corresponding prior periods. Total claims payments in 2025 were $76.6 million, which was 10% lower compared to 2024, primarily due to lower payments on large claims related to prior year policies. Total claims payments in 2024 were $85.4 million, which was 18% lower compared to 2023, primarily due to decreased payments for both large and non-large claims related to prior policy years. Claims payments made on large title claims (net of recoveries) during 2025, 2024 and 2023 were $6.3 million, $14.9 million and $26.3 million, respectively.

Our liability for estimated title losses as of December 31, 2025 and 2024 comprises both known claims and our IBNR. Known claims reserves are reserves related to actual losses reported to us. Our reserve for known claims comprises both claims related to title insurance policies as well as losses arising from escrow closing and funding operations due to fraud or error (which are recognized as expense when discovered). The amount of the reserve represents the aggregate, non-discounted future payments (net of recoveries) that we expect to incur on policy and escrow losses and in costs to settle claims.

27

Total title policy loss reserve balances at December 31 were as follows:

2025

2024

(in $ millions)

Known claims

84.8 

66.9 

IBNR

439.7 

444.6 

Total estimated title losses

524.5 

511.5 

The actual timing of estimated title loss payments may vary since claims, by their nature, are complex and paid over long periods of time. Based on historical payment patterns, approximately 85% of the outstanding loss reserves are paid out within eight years. As a result, the estimate of the ultimate amount to be paid on any claim may be modified over that time period. Due to the inherent uncertainty in predicting future title policy losses, significant judgment is required by both our management and our third party actuaries in estimating reserves. As a consequence, our ultimate liability may be materially greater or less than current reserves and/or our third party actuary’s calculated estimates. As of December 31, 2025 and 2024, our reserve balance was above the actuarial midpoint of total estimated policy loss reserves. Refer to Note 10 (Estimated title losses) to our audited consolidated financial statements for details.

Depreciation and amortization. Total depreciation and amortization expense in 2025 was comparable to 2024, primarily due to the amortization and depreciation expenses related to acquired intangible assets and new internal-use systems placed into operations were offset by several assets becoming fully amortized during 2025. Total depreciation and amortization expense in 2024 was also comparable to 2023, primarily due to increased depreciation expenses related to new internal-use systems placed into operation being offset by lower acquisition intangible amortization expenses resulting from several assets becoming fully amortized. Acquisition intangible asset amortization expenses in 2025, 2024 and 2023 were $31.9 million, $32.1 million and $34.6 million, respectively.

Income taxes. Our effective tax rates for 2025, 2024 and 2023 were 24%, 26% and 33%, respectively, based on income before taxes (after deducting noncontrolling interests) of $150.9 million, $99.5 million and $45.7 million, respectively. The higher effective tax rate for 2023 was primarily due to the effect of non-deductible expenses on lower pretax income and higher foreign income contribution (which is taxed at a higher rate than domestic income) in 2023. Refer to Note 7 to our audited consolidated financial statements for details on the effective tax rates and income tax accounts.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources reflect our ability to generate cash flow to meet our obligations to stockholders, customers (payments to satisfy claims on title policies), vendors, employees, lenders and others. As of December 31, 2025, our total cash and investments, including amounts reserved pursuant to statutory requirements, aggregated $975.8 million. Of our total cash and investments at December 31, 2025, $540.5 million ($343.3 million, net of statutory reserves) was held in the United States (U.S.) and the rest internationally (principally in Canada).

As a holding company, the parent company is funded principally by cash from its subsidiaries' earnings in the form of dividends, operating and other administrative expense reimbursements and pursuant to intercompany tax sharing agreements. Cash held at the parent company and its unregulated subsidiaries (which totaled $150.3 million at December 31, 2025) is available for funding the parent company and its unregulated subsidiaries' operating expenses, and the parent company's interest payments on debt and dividend payments to common stockholders. The parent company also receives distributions from Guaranty, its regulated title insurance underwriter, to meet cash requirements for acquisitions and other strategic investments.

28

A substantial majority of our consolidated cash and investments as of December 31, 2025 was held by Guaranty and its subsidiaries. The use and investment of these funds, dividends to the parent company, and cash transfers between Guaranty and its subsidiaries and the parent company are subject to certain legal and regulatory restrictions. In general, Guaranty uses its cash and investments in excess of its legally-mandated statutory premium reserve (established in accordance with requirements under Texas law) to fund its insurance operations, including claims payments. Guaranty may also, subject to certain limitations, provide funds to its subsidiaries (whose operations consist principally of field title offices and real estate solutions operations) for their operating and debt service needs.

We maintain investments in accordance with certain statutory requirements for the funding of statutory premium reserves. Statutory reserve funds are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claim payments, which must be funded from current operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $492.0 million at December 31, 2025. In addition, included within cash and cash equivalents are statutory reserve funds of approximately $4.4 million at December 31, 2025. Although these cash statutory reserve funds are not restricted or segregated in depository accounts, they are required to be held pursuant to state statutes. If the Company fails to maintain minimum investments or cash and cash equivalents sufficient to meet statutory requirements, the Company may be subject to fines or other penalties, including potential revocation of its business license. As of December 31, 2025, our known claims reserve totaled $84.8 million and our estimate of claims that may be reported in the future, under U.S. generally accepted accounting principles, totaled $439.7 million. In addition to this, we had cash and investments (at amortized cost and excluding equity method investments) of $257.2 million which are available for underwriter operations, including claims payments.

The ability of Guaranty to pay dividends to its parent is governed by Texas insurance law. The Texas Department of Insurance (TDI) must be notified of any dividend declared, and any dividend in excess of the greater of the statutory net operating income or 20% of surplus (which was approximately $165.4 million as of December 31, 2025) would be, by regulation, considered extraordinary and subject to pre-approval by the TDI (see Note 3 to our audited consolidated financial statements for details). Also, the Texas Insurance Commissioner may raise an objection to a planned distribution during the notification period. Guaranty’s actual ability or intent to pay dividends to its parent may be constrained by business and regulatory considerations, such as the impact of dividends on surplus and liquidity, which could affect its ratings and competitive position, the amount of insurance it can write and its ability to pay future dividends. Guaranty paid $173.0 million and $30.0 million in dividends to its parent during 2025 and 2024, respectively.

Contractual obligations. Our material contractual obligations at December 31, 2025 are composed primarily of our unsecured 3.6% Senior Notes (Senior Notes) and line of credit facility (and the related interest payments), operating leases, and reserves for estimated title losses. Refer to Note 9 (Notes payable and line of credit) and Note 14 (Leases) to our audited consolidated financial statements for details on the Senior Notes and line of credit facility, and operating leases, respectively. Refer to the Note 10 (Estimated title losses) to our audited consolidated financial statements and the Title losses section under Results of Operations for details on title losses.

Cash flows. As the parent company conducts no operations apart from its wholly-owned subsidiaries, the discussion below focuses on consolidated cash flows. Refer to the Consolidated statements of cash flows in the audited consolidated financial statements.

2025

2024

2023

(in $ millions)

Net cash provided by operating activities

205.7 

135.6 

83.0 

Net cash used by investing activities

(368.6)

(87.3)

(30.0)

Net cash provided (used) by financing activities

265.2 

(61.0)

(69.1)

Operating activities. Our principal sources of cash from operations are premiums on title policies and revenue from title service-related transactions, real estate solutions and other operations. Our independent agencies remit cash to us net of their contractual retention. Our principal cash expenditures for operations are employee costs, operating costs and title claims payments.

29

Net cash provided by operations in 2025 increased by $70.1 million compared to 2024, primarily due to higher net income and lower payments on claims in 2025, while net cash provided by operations in 2024 increased by $52.6 million compared to the prior year, primarily due to higher net income and lower payments on claims in 2024. Although our business is labor intensive, we are focused on a cost-effective, scalable business model which includes utilization of technology, centralized back and middle office functions and business process outsourcing. We are continuing our emphasis on cost management, especially in light of the current economic environment due to elevated mortgage interest rates, specifically focusing on lowering unit costs of production and improving operating margins in our direct title and real estate solutions operations. Our plans to improve margins include additional automation of manual processes, further consolidation of our various systems and production operations, and full integration of acquisitions. We continue to invest in the technology necessary to accomplish these goals.

Investing activities. Cash used and provided by investing activities is primarily driven by proceeds from matured and sold investments, purchases of investments, capital expenditures and acquisition of businesses. During 2025, 2024 and 2023, total proceeds from securities investments sold and matured were $214.7 million, $130.6 million and $132.2 million, respectively; while cash used for purchases of securities investments was $112.1 million, $121.5 million and $78.0 million, respectively.

We used $370.0 million, $14.4 million and $25.1 million of cash during 2025, 2024 and 2023, respectively, for acquisitions of various real estate solutions and title businesses (which included our acquisition of MCS in 2025), consistent with our strategy of increasing scale, growth in key markets and broader technology and service offerings. We used $73.4 million, $40.5 million and $37.8 million of cash for purchases of property and equipment and other long-lived assets (including internal-use software development) during 2025, 2024 and 2023, respectively, while we used cash of $8.8 million, $31.6 million and $1.0 million during 2025, 2024 and 2023, respectively, for payments for cost-basis and other investments. We maintain investment in capital expenditures at a level that enables us to implement technologies for increasing our operational and back-office efficiencies, to pursue growth in key markets and for improving customer experience.

Financing activities and capital resources. Total debt and stockholders’ equity were $646.6 million and $1.7 billion, respectively, as of December 31, 2025. As of December 31, 2025, our total debt-to-equity and debt-to-capitalization ratios, excluding short-term loan agreements in connection with our Section 1031 tax-deferred property exchange (Section 1031) business, were approximately 39% and 28%, respectively. We recently renewed and increased our line of credit facility, from which we drew $200.0 million during the fourth quarter 2025. As of December 31, 2025, the outstanding balance of our Senior Notes was $446.2 million, while our line of credit facility had an outstanding balance of $200.0 million with a remaining borrowing capacity of $97.5 million (refer to Note 9 to our audited consolidated financial statements for details). The Senior Notes are rated "BBB" by Fitch Ratings Ltd. as of December 31, 2025.

During 2025, 2024 and 2023, payments on notes payable of $1.2 million, $3.4 million and $5.7 million, respectively, and notes payable additions of $1.2 million, $3.4 million and $3.5 million, respectively, were related to our Section 1031 business, which had an outstanding balance of $0.1 million at December 31, 2025.

During the fourth quarter 2025, we issued an aggregate of 2,185,000 new shares of Common Stock, which included shares purchased by the underwriters to the offering transaction. Total proceeds from the offering, net of issuance costs, was $140.8 million.

During 2025, we paid dividends of $2.05 per common share, compared to $1.95 and $1.85 per common share paid during 2024 and 2023, respectively. Beginning in the third quarter 2025, we increased our annual cash dividend to $2.10 per share. In aggregate, we paid total dividends of $58.5 million, $53.9 million and $50.5 million in 2025, 2024 and 2023, respectively.

Effect of changes in foreign currency rates. The effect of changes in foreign currency rates on the consolidated statements of cash flows was a net increase (decrease) in cash and cash equivalents of $3.2 million, $(4.5 million) and $1.0 million in 2025, 2024 and 2023, respectively. Our primary foreign currencies are the Canadian dollar and British pound, and, relative to the U.S. dollar, the value of the Canadian dollar and British pound generally appreciated in 2025 and 2023, while it declined during 2024.

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We believe we have sufficient liquidity and capital resources to meet the cash needs of our ongoing operations, including consideration of the current economic and real estate environment created by elevated mortgage interest rates. However, we may determine that additional debt or equity funding is warranted to provide liquidity for achievement of strategic goals or acquisitions or for unforeseen circumstances. Other than scheduled maturities of debt, operating lease payments and anticipated claims payments, we have no material contractual commitments. We expect that cash flows from operations and cash available from our underwriters, subject to regulatory restrictions, will be sufficient to fund our operations, including title claims payments. However, to the extent that these funds are not sufficient, we may be required to borrow funds on terms less favorable than we currently have or seek funding from the equity market, which may not be successful or may be on terms that are dilutive to existing stockholders.

Other comprehensive income (loss). Unrealized gains and losses on available-for-sale securities investments and changes in foreign currency exchange rates are reported net of deferred taxes in accumulated other comprehensive income (loss), a component of stockholders’ equity, until realized. Refer to Note 1-H and Note 19 to our audited consolidated financial statements for details.

In 2025, net unrealized investment gains of $10.0 million, net of taxes, which increased our other comprehensive income, were primarily related to net increases in the fair values of our corporate and foreign bond securities investments, which resulted primarily from lower interest rates. Also in 2025, we recorded foreign currency translation gains of $11.5 million, net of taxes, which increased our other comprehensive income and were primarily driven by the appreciation of the Canadian dollar and British pound against the U.S. dollar.

In 2024, net unrealized investment gains of $6.6 million, net of taxes, which decreased our other comprehensive loss, were primarily related to net increases in the fair values of our corporate and foreign bond securities investments, primarily influenced by the federal government's reduction of interest rates. Also in 2024, we recorded foreign currency translation losses of $14.8 million, net of taxes, which increased our other comprehensive loss, which was primarily driven by the decline in value of the Canadian dollar and British pound against the U.S. dollar.

Off-balance sheet arrangements. We do not have any material source of liquidity or financing that involves off-balance sheet arrangements. We also routinely hold funds in segregated escrow accounts pending the closing of real estate transactions and have qualified intermediaries in tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code. The Company holds the proceeds from these transactions until a qualifying exchange can occur. In accordance with industry practice, these segregated accounts are not included on the balance sheet. See Note 15 to our audited consolidated financial statements included in Item 15 of Part IV of this report for details.

Forward-looking statements. Certain statements in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “may,” "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "foresee" or other similar words. Forward-looking statements by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different than those expressed in the forward-looking statements. These risks and uncertainties include, among other things, the following:

•the volatility of economic conditions, including economic changes that may result from new or increased tariffs, trade restrictions, prolonged federal government shutdowns or geopolitical tensions;

•adverse changes in the level of real estate activity;

•changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing;

•our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems;

•the impact of unanticipated title losses or the need to strengthen our policy loss reserves;

•any effect of title losses on our cash flows and financial condition;

•the ability to attract and retain highly productive sales associates;

•the impact of vetting our agency operations for quality and profitability;

•independent agency remittance rates;

•changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products;

•regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees;

•our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services;

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•our ability to realize anticipated benefits of our previous acquisitions;

•the outcome of pending litigation;

•our ability to manage risks associated with potential cybersecurity or other privacy or data security breaches;

•the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services;

•our dependence on our operating subsidiaries as a source of cash flow;

•our ability to access the equity and debt financing markets when and if needed;

•effects of seasonality and weather; and

•our ability to respond to the actions of our competitors.

All forward-looking statements included in this report are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, amend or clarify any forward-looking statements contained in this report to reflect events or circumstances that may arise after the date hereof, except as may be required by applicable law.