UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report February 4, 2026
(Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification Number) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (845 ) 802-7900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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Item 2.02
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Results of Operations and Financial Condition.
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On February 4, 2026, Kingstone Companies, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the fourth quarter and full year ended December 31, 2025 (the “Press Release”). The Press Release also announced that the Company will hold a conference call for analysts and investors on March 6, 2026, at 8:30 A.M. ET. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing
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Item 7.01
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Regulation FD Disclosure.
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See Item 2.02 above.
The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Current Report on Form 8-K with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report with respect to the Press Release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits:
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99.1
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Press release, dated February 4, 2026, issued by Kingstone Companies, Inc.
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KINGSTONE COMPANIES, INC.
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Dated: February 4, 2026
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By:
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/s/ Randy Patten
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Randy Patten
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CFO
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Kingstone Reports Preliminary Record Fourth Quarter
and Full Year 2025 Results
Strongest Quarterly and Annual Results in Company History
Q4 GAAP Net Combined Ratio in the range of 64% to 66% | Q4 Operating net income per diluted share1 in the range of $1.03 to $1.08 | Q4 ROE in the range of 49% to 51%
Schedules Fourth Quarter Earnings Conference Call on Friday, March 6, at 8:30am ET
KINGSTON, NY – February 4, 2026 – Kingstone Companies, Inc. (Nasdaq: KINS) (the "Company" or "Kingstone"), a Northeast regional property and casualty insurance holding company, today reported preliminary financial results for the fourth quarter and full year ended December 31, 2025.
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Fourth Quarter Preliminary Results*
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Q4 2025
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Q4 2024
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Q4 Δ
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Direct Premiums Written1
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$83M
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$73M
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14%
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GAAP Net Combined Ratio
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64%-66%
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79%
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(15-13) pts
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Net Income per Diluted Share
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$0.98-$1.03
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$0.40
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145%-158%
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Operating Net Income per Diluted Share1
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$1.03-$1.08
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$0.46
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124%-135%
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Return on Equity (ROE)
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49%-51%
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34%
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15-17 pts
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FY 2025 Preliminary Results*
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FY 2025
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FY 2024
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FY Δ
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Direct Premiums Written1
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$278M
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$242M
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15%
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GAAP Net Combined Ratio
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75%-77%
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80%
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(5-3) pts
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Net Income per Diluted Share
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$2.80-$2.88
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$1.48
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89%-95%
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Operating Net Income per Diluted Share1
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$2.71-$2.79
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$1.45
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87%-92%
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Return on Equity (ROE)
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41%-43%
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36%
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5-7 pts
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*Fourth quarter and full year 2025 results are estimated and unaudited. See “Disclaimer and Forward-Looking Statements” in this press release. Components may not sum due to rounding.
(1) These measures are not based on GAAP; definitions and reconciliations to the most directly comparable GAAP measures are below. Refer to section entitled "Definitions and Non-GAAP Measures" included in this press release.
Management Commentary
Meryl Golden, President and Chief Executive Officer of Kingstone, stated, "Our most profitable quarter in history closed out our most profitable year in history. I’m pleased to report that our preliminary results for the full year outperformed the 2025 guidance that we issued during the third quarter of 2025. Our direct written premium growth for the fourth quarter and full year of 2025 of 14% and 15%, respectively, coupled with our exceptional underwriting profit both for the quarter and for the full year of 2025 demonstrates the durability of the platform we have built.
"We are proud of our continued service to producers and policyholders in Downstate New York even when other carriers have withdrawn or restricted writing in this market. Throughout 2025, we benefited from low catastrophe losses and continued improvement in our property frequency driven by risk selection in our Select product, which now represents 57% of policies in force (up from 45% one year ago). During the quarter we also recognized the benefit from continued improvements in our claims operations, where faster cycle times are providing earlier visibility into ultimate property claims cost.
“We have built a foundation with the Select product, our exceptional claims organization, strong data analytics, enhanced investment management and our low-cost expense structure that positions Kingstone for its next phase: continued profitable growth in New York along with measured expansion into new markets to achieve our 2029 goal of $500M in premium. We look forward to sharing more about these plans, comprehensive results and increased 2026 guidance on our upcoming earnings call.”
Earnings Conference Call
The Company will host its earnings conference call on Friday, March 6, 2026, at 8:30am ET to discuss its financial results for the fourth quarter and fiscal year ended December 31, 2025, followed by a question-and-answer period. The conference call details are as follows:
- Date: Friday, March 6, 2026
- Time: 8:30 am ET
- Toll-Free Dial-in 1-877-407-2991
- International Dial-in 1-201-389-0925
The conference call will also be available for replay in the Events section of the Company’s website at www.kingstonecompanies.com.
Definitions and Non-GAAP Measures
Direct premiums written represent the total premiums charged on policies issued by the Company during the respective fiscal period. Net premiums earned, the GAAP measure most comparable to direct written premiums, are net premiums written (i.e., direct premiums written less premiums ceded to reinsurers) that are pro-rata earned during the fiscal period presented. All of the Company’s policies are written for a twelve-month period. Management uses direct premiums written, along with other measures, to gauge the Company’s performance and evaluate results. Direct premiums written are provided as supplemental information, not as a substitute for net premiums earned, and do not reflect the Company’s net premiums earned.
The table below reconciles preliminary direct premiums written growth to preliminary net premiums earned growth for the periods presented:
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Operating net income per diluted share is net income per diluted share exclusive of net gains (losses) on investments and gain on sale of real estate, net of tax. Net income per diluted share is the GAAP measure most closely comparable to operating net income per diluted share.
Management uses operating net income per diluted share, along with other measures, to gauge the Company’s performance and evaluate results, which can be skewed when including net gains (losses) on investments and gain on sale of real estate and may vary significantly between periods. Operating net income per diluted share is provided as supplemental information, not as a substitute for net income per diluted share and does not reflect the Company’s overall profitability. The difference between the range of $0.98 to $1.03 for net income per diluted share and the range of $1.03 to $1.08 of operating net income per diluted share in the fourth quarter of 2025 is net losses on investments, net of tax of $0.05 per diluted share. The difference between the range of $2.80 to $2.88 for net income per diluted share and the range of $2.71 to $2.79 of operating net income per diluted share for the full year of 2025 is net gains (losses) on investments and gain on sale of real estate, net of tax of $0.09 per diluted share.
Disclaimer and Forward-Looking Statements
The estimated, unaudited financial results indicated above are based on information available as of February 4, 2026, remain subject to change based on management's ongoing review of the Company’s fourth quarter results and are forward-looking statements (see below). The actual results may be materially different and are affected by the risk factors and uncertainties identified in Kingstone's annual and quarterly filings with the Securities and Exchange Commission.
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those included in forward-looking statements due to a variety of factors. For more details on factors that could affect expectations, see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
The risks and uncertainties include, without limitation, the following:
- the risk of significant losses from catastrophes and severe weather events;
- risks related to the lack of a financial strength rating from A.M. Best;
- risks related to limitations on the ability of our insurance subsidiary to pay dividends to us;
- adverse capital, credit and financial market conditions;
- risks related to volatility in net investment income;
- the unavailability of reinsurance at current levels and prices;
- the exposure to greater net insurance losses in the event of reduced reliance on reinsurance;
- the credit risk of our reinsurers;
- the inability to maintain the requisite amount of risk-based capital needed to grow our business;
- the effects of climate change on the frequency or severity of weather events and wildfires;
- risks related to the limited market area of our business;
- risks related to a concentration of business in a limited number of producers;
- legislative and regulatory changes, including changes in insurance laws and regulations and their application by our regulators;
- limitations with regard to our ability to pay dividends;
- the effects of competition in our market areas;
- our reliance on certain key personnel;
- risks related to security breaches or other attacks involving our computer systems or those of our vendors; and
- our reliance on information technology and information systems.
Kingstone undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
About Kingstone Companies, Inc.
Kingstone is a Northeast regional property and casualty insurance holding company whose principal operating subsidiary is Kingstone Insurance Company ("KICO"). KICO is a New York domiciled carrier writing business through retail and wholesale agents and brokers. Kingstone delivers tailored homeowners insurance solutions through its sophisticated product suite, Select, supported by a scalable and efficient operating platform that enables the Company to pursue significant market opportunities and strategic expansion. KICO was the 12th largest writer of homeowners insurance in New York in 2024 and is also licensed in New Jersey, Rhode Island, Massachusetts, Connecticut, Pennsylvania, New Hampshire, and Maine.
Investor Relations Contact
Elevate IR
KINS@elevate-ir.com
720-330-2829