Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 20. Subsequent Events
Management evaluated events and transactions occurring after December 31, 2025 through October 16, 2026, the date these consolidated financial statements were
available to be issued, to determine whether such events required recognition or disclosure in the consolidated financial statements. Based on this evaluation, management identified the following subsequent events:
Delinquent SEC Filings As previously disclosed, the Company has received notices from Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. The Company is not in compliance with the Rule due to its delay in filing this Form 10-K and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 (collectively, the “Delinquent Reports”). Following the Company’s timely submission of a compliance plan, Nasdaq informed the Company that it was granted an extension until October 12, 2026 to regain compliance with the Rule. The Company expects that it will receive a staff delisting determination from Nasdaq due to its inability to file each of the Delinquent Reports by such date. While the Company intends to appeal such determination to a Nasdaq Hearings Panel, an appeal may not be successful in preventing the suspension of trading, or delisting of, the Company’s common stock from Nasdaq. The Company continues to work diligently toward filing the remaining Delinquent Reports and regaining compliance with the Rule as promptly as practicable. CFO Resignation
As previously disclosed, on April 29, 2026, J. Ross Franklin notified the Company of his decision to resign as Vice President, Chief Financial Officer and Secretary of
the Company, effective May 27, 2026. Mr. Franklin’s decision to resign is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company has commenced the process to name a
successor to Mr. Franklin as Chief Financial Officer.
Amendments to Credit Agreement
On May 27, 2026, July 31, 2026, October 9, 2026 and October 15, 2026, the Company entered into amendments to its Revolving Credit Agreement dated as of May 12, 2021 (as amended, the “Credit Agreement”) with Truist Bank as the lender (the “Lender”), each of which had the effect of extending the then-applicable deadlines by which the Company must deliver to the Lender (i) the Company’s audited consolidated financial statements for the year ended December 31, 2025, (ii) the Company’s interim consolidated financial statements for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, and (iii) related certificates of the Company’s compliance with financial covenants under the Credit Agreement and certain other matters. The Fifth Amendment to the Revolving Credit Agreement, dated October 15, 2026, also amended the minimum AM Best financial strength rating that must be maintained by American Southern Insurance Company to be no lower than “A-” and waived related defaults under the Credit Agreement occurring prior to such amendment. Bankers Fidelity Audited Statutory Financial Statements and Second-Quarter Statutory Filing As of the date of this Form 10-K, Bankers Fidelity has not yet filed its annual audited statutory financial statements for the fiscal year ended December 31, 2025 or quarterly statutory financial statements for the quarter ended June 30, 2026 with the applicable state insurance regulatory authorities. Bankers Fidelity is working with its independent auditors and the state regulators to complete and file the required financial statements and intends to seek an extension if appropriate. If Bankers Fidelity is unable to file the required financial statements by the applicable deadlines (including as the same may be extended), actions may be imposed by the applicable regulatory authorities. Nebraska Regulatory Examination
On August 24, 2026, the Nebraska Department of Insurance commenced a regulatory examination of the applicable insurance subsidiary. The Company is cooperating with the
examination. Any findings or recommendations will be evaluated upon completion of the examination and issuance of a final examination report.
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