Presurance Holdings Files 8-K on Senior Notes & Equity

TL;DR

PRHI filed an 8-K detailing a new senior note agreement and equity sales. Watch for debt and share structure changes.

AI Summary

Presurance Holdings, Inc. (formerly Conifer Holdings, Inc.) entered into a material definitive agreement on December 23, 2025, related to its Nine Point Seven Five Percent Senior Notes Due 2028. The company also reported on unregistered sales of equity securities and material modifications to security holder rights. This filing indicates potential changes in the company's capital structure and financing arrangements.

Why It Matters

This filing signals potential changes in Presurance Holdings' debt and equity structure, which could impact its financial leverage and future investment capacity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 9.75% — Senior Notes Interest Rate (Interest rate on the Nine Point Seven Five Percent Senior Notes Due 2028.)

Key Players & Entities

• Presurance Holdings, Inc. (company) — Registrant
• Conifer Holdings, Inc. (company) — Former Company Name
• NinePointSevenFivePercentSeniorNotesDue2028 (company) — Debt Instrument
• December 23, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $8,000,000 — urchase price of eight million dollars ($8,000,000). The sale of the Securities was consum
• $5,000 — urity Date") Issue Price per Share: $5,000 (the "Series C Issue Price") Dividend

Filing Documents

• prhi-20251223.htm (8-K) — 81KB
• prhi-ex3_1.htm (EX-3.1) — 75KB
• prhi-ex10_1.htm (EX-10.1) — 256KB
• 0001193125-25-337040.txt ( ) — 609KB
• prhi-20251223.xsd (EX-101.SCH) — 53KB
• prhi-20251223_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 23, 2025 (the "Initial Issue Date"), Presurance Holdings, Inc. (the "Company") sold one thousand six hundred (1,600) shares of its newly designated Series C Preferred Stock, no par value (the "Series C Preferred Stock" or the "Securities"), to Clarkston Companies, Inc. (the "Purchaser"), an entity affiliated with Jeffrey Hakala, a member of the Board of Directors of the Company, for an aggregate purchase price of eight million dollars ($8,000,000). The sale of the Securities was consummated on the Initial Issue Date pursuant to a Securities Purchase Agreement (the "Agreement") by and between the Company and the Purchaser. The Company intends to use the proceeds for working capital and general corporate purposes. The Purchase Agreement contains customary representations and warranties from the Company, on the one hand, and the Purchaser, on the other. The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by the terms of the Purchase Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The sale of the Securities pursuant to the Purchase Agreement has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and certain rules and regulations promulgated thereunder. The information contained in Items 1.01 and 5.03 of this Current Report on Form 8-K regarding the sale of the Securities, the Purchase Agreement and the terms of the Series C Preferred Stock is hereby incorporated by reference into this Item 3.02.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information contained in Item 5.03 of this Current Report on Form 8-K regarding the Certificate of Designation (as defined below) is hereby incorporated by reference into this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 23, 2025, the Company filed the Certificate of Designation of Series C Preferred Stock (the "Certificate of Designation") to the Company's Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Michigan, effective as of such date, designating one thousand six hundred (1,600) shares of Series C Preferred Stock (the "Shares") out of the authorized but unissued shares of the Company's preferred stock as "Series C Preferred Stock," and designating the dividend, preferences, rights, voting power, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of such shares. A description of the material terms of the Series C Preferred Stock, as contained within the Certificate of Designation, is set forth below: Issue: Series C Preferred Stock Number of Shares Designated 1,600 Ranking, with respect to dividend rights and distribution rights upon the liquidation, winding-up or dissolution of the Company: The Series C Preferred Stock will rank senior to all of the common stock of the Company. Maturity: April 2, 2027 (the "Maturity Date") Issue Price per Share: $5,000 (the "Series C Issue Price") Dividend Rate: The "Series C Dividend Rate" is equal to the annualized rate per share equal to fifteen percent (15.0%) per annum on each Share of the Series C Preferred Stock. Liquidation Preference: In the event of any Liquidation Event (as defined in the Certificate of Designation), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of capital stock of the Company ranking senior to the Series C Preferred Stock, the Company shall pay, pari passu with the holders of any parity securities by reason of their ownership thereof, but before any distribution or payment out of the a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series C Preferred Stock. 10.1 Purchase Agreement, dated December 23, 2025, by and between Presurance Holdings, Inc. and Clarkston Companies, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Presurance Holdings, Inc. Date: December 30, 2025 By: /s/ BRIAN J. RONEY Brian J. Roney Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR