Schedule II - Condensed Financial Information of Registrant

12 Months Ended

Dec. 31, 2025

Condensed Financial Information Disclosure [Abstract]

Schedule II - Condensed Financial Information of Registrant

Schedule II

Presurance Holdings, Inc.

Condensed Financial Information of Registrant

Balance Sheets – Parent Company Only

(dollars in thousands)


		December 31,
		2025				2024
Assets
Investment in subsidiaries		$	34,387			$	27,789
Cash			6,656				6,816
Receivable from contingent considerations			4,290				8,070
Other assets			689				759
Total assets		$	46,022			$	43,434
Liabilities and Shareholders' Equity
Liabilities:
Debt		$	16,187			$	15,932
Mandatorily redeemable preferred stock			14,380				—
Due to subsidiaries			124				348
Income tax payable			4,765				4,905
Other liabilities			2,728				1,044
Total liabilities			38,184				22,229
Shareholders' equity:
Common stock, no par value (100,000,000 shares authorized; 12,222,881 issued and outstanding, respectively)			100,158				98,178
Accumulated deficit			(81,591	)			(63,153	)
Accumulated other comprehensive income (loss)			(10,729	)			(13,820	)
Total shareholders' equity			7,838				21,205
Total liabilities and shareholders' equity		$	46,022			$	43,434

The accompanying notes are an integral part of the Condensed Financial Information of Registrant.

Schedule II

Presurance Holdings, Inc.

Condensed Financial Information of Registrant

Statements of Comprehensive Income (Loss) – Parent Company Only

(dollars in thousands)


		Year Ended December 31,
		2025				2024
Revenue
Management fees from subsidiaries		$	—			$	—
Other gains			—				500
Change in fair value of contingent considerations			6,220				146
Other income			128				355
Total revenue			6,348				1,001
Expenses
Operating expenses			7,823				10,152
Interest expense			3,573				5,272
Total expenses			11,396				15,424
Income (loss) before equity in earnings (losses) of subsidiaries and income tax expense (benefit)			(5,048	)			(14,423	)
Income tax expense (benefit)			(2	)			4,785
Income (loss) before equity earnings (losses) of subsidiaries			(5,046	)			(19,208	)
Equity earnings (losses) in subsidiaries			(13,392	)			(11,692	)
Net income (loss) from continuing operations			(18,438	)			(30,900	)
Net income from discontinued operations			—				55,247
Net income (loss)			(18,438	)			24,347
Series A Preferred Stock dividends			—				817
Net income (loss) allocable to common shareholders			(18,438	)			23,530
Other Comprehensive Income
Equity in other comprehensive income (loss) of subsidiaries			3,091				2,071
Total Comprehensive income (loss)		$	(15,347	)		$	26,418

The accompanying notes are an integral part of the Condensed Financial Information of Registrant.

Schedule II

Presurance Holdings, Inc.

Condensed Financial Information of Registrant

Statement of Cash Flows – Parent Company Only

(dollars in thousands)


		Year Ended December 31,
		2025				2024
Cash Flows from Operating Activities
Net income (loss) from continuing operations		$	(18,438	)		$	(30,900	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization			255				1,671
Accretion of Series B Preferred Stock			804				—
Equity in undistributed (income) loss of subsidiaries			13,392				11,692
Stock-based compensation expense			56				78
Deferred income tax expense			(140	)			4,731
Change in fair value of contingent considerations			(6,220	)			(146	)
Other (gain) loss			—				(500	)
Changes in operating assets and liabilities:
Due from subsidiaries			(224	)			(3,088	)
Due from Affiliate			—				33
Current income tax recoverable			—				—
Other assets			70				1,055
Other liabilities			1,684				(2,080	)
Net cash provided by (used in) operating activities - discontinued operations			—				(3,527	)
Net cash provided by (used in) operating activities			(8,761	)			(20,981	)
Cash Flows From Investing Activities
Contributions to subsidiaries			(20,899	)			(14,400	)
Return of capital from subsidiaries			4,000				—
Proceeds from contingent consideration in CIS sale			10,000				—
Dividends received from subsidiaries			—				8,257
Proceeds from CIS Sale			—				51,778
Disposal of Fixed Assets, net			—				74
Net cash provided by (used in) investing activities			(6,899	)			45,709
Cash Flows From Financing Activities
Issuance of Series B Preferred Stock			5,576				—
Issuance of Series C Preferred Stock			8,000				—
Issuance of stock warrants			1,924				—
Repayment of Series A Preferred Stock			—				(6,000	)
Paydown of long-term debt			—				(14,250	)
Dividends paid on Series A Preferred Stock			—				(439	)
Redemption premium on Series A Preferred Stock			—				(397	)
Net cash provided by financing activities			15,500				(21,086	)
Net increase (decrease) in cash			(160	)			3,642
Cash at beginning of period			6,816				3,174
Cash at end of period		$	6,656			$	6,816
Supplemental Disclosure of Cash Flow Information:
Interest paid			2,739				4,649
PHI Capital Contribution of WPIC to TIC			7,587				—
Senior Secured Notes Call Premium			—				753

The accompanying notes are an integral part of the Condensed Financial Information of Registrant.

1. Accounting Policies

Organization

Presurance Holdings, Inc. (the “Parent Company”) is a Michigan‑domiciled holding company organized for the purpose of managing its insurance entities. The Parent Company conducts its principal operations through these entities.

Basis of Presentation

The accompanying condensed financial information should be read in conjunction with the Consolidated Financial Statements and related Notes of Presurance Holdings, Inc. and Subsidiaries. Investments in subsidiaries are accounted for using the equity method. Under the equity method, the investment in subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of consolidated subsidiaries less dividends received since the date of acquisition.

The Parent Company's operations consist of income earned from management and administrative services performed for the insurance entities pursuant to intercompany services agreements. These management and administrative services include providing management, marketing, offices and equipment, and premium collection, for which the insurance companies pay fees based on a percentage of gross premiums written. The primary operating costs of the Parent Company are salaries and related costs of personnel, information technology, administrative expenses, and professional fees. The income received from the management and administrative services is used to cover operating costs, meet debt service requirements and cover other holding company obligations.

Estimates and Assumptions

Preparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

Dividends

The Parent Company received $8.3 million of cash dividends in 2024 from its agency subsidiaries.

Return of Capital

There was a $4.0 million return-of-capital payment made by WPIC to the Parent Company in 2025.

2. Guarantees

The Parent Company had guaranteed the principal and interest obligations of a $4.0 million surplus note issued by Triassic Insurance Company to White Pine Insurance Company (both wholly owned subsidiaries). The note paid interest annually at a per annum rate of 4% and has no maturity.

On August 7, 2025, the $4.0 million surplus note was paid off by TIC to WPIC. The Parent Company provided a $4.0 million contribution to TIC to fund the pay off. WPIC utilized those funds to make a return-of-capital payment of $4.0 million to the Parent Company, which is disclosed above under "Return of Capital."

As of December 31, 2024, the surplus note was adjusted to a fair value of $2.5 million as a result of TIC not having a KBRA rating at December 31, 2024.

3. Subsequent Events

On February 27, 2026, the Parent Company issued $14.0 million of common stock through a backstopped rights offering for 14,000,000 shares of common stock priced at $1.00 per share. A portion of the proceeds were used to redeem all of the

$7.5 million of the Parent Company's outstanding Series B Preferred Stock and also for the Parent Company to contribute $3.0 million of cash to TIC on February 27, 2026. The remaining proceeds will be used for working capital and general corporate purposes.