Stewart Information Services Corp. Files 8-K

TL;DR

Stewart Info (STC) filed an 8-K on Nov 6, 2025 - likely material news.

AI Summary

Stewart Information Services Corp. entered into a Material Definitive Agreement on November 6, 2025. The filing also indicates other events and the submission of financial statements and exhibits. The company is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This 8-K filing signals significant corporate activity, potentially including new agreements or financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to significant stock price movements.

Key Players & Entities

• STEWART INFORMATION SERVICES CORP (company) — Registrant
• November 6, 2025 (date) — Earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Houston, Texas (location) — Principal executive offices
• 713 - 625-8100 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1 — nge on which registered Common Stock, $1 par value STC New York Stock Exchange
• $330 million — ings in the transaction will consist of $330 million in cash. The transaction will be funded

Filing Documents

• tm2530570d1_8k.htm (8-K) — 32KB
• tm2530570d1_ex2-1.htm (EX-2.1) — 618KB
• tm2530570d1_ex99-1.htm (EX-99.1) — 9KB
• tm2530570d1_ex99-1img01.jpg (GRAPHIC) — 8KB
• 0001104659-25-108182.txt ( ) — 975KB
• stc-20251106.xsd (EX-101.SCH) — 3KB
• stc-20251106_lab.xml (EX-101.LAB) — 33KB
• stc-20251106_pre.xml (EX-101.PRE) — 22KB
• tm2530570d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 6, 2025, SISCO Holdings, LLC ("SISCO Holdings"), a subsidiary of Stewart Information Services Corporation (the "Company"), entered into that certain Agreement and Plan of Merger (the "Agreement") by and among SISCO Holdings, Lender MCS Holdings, Inc ("MCS"), SISCO Acquisition 1, Inc., a subsidiary of SISCO Holdings ("Merger Sub"), and MCS Group Holdings, LLC, solely in its capacity as the representative (the "Representative") of the MCS securityholders (the "MCS Securityholders"). Pursuant to the Agreement, Merger Sub will merge with and into MCS, with MCS becoming a wholly-owned subsidiary of SISCO Holdings at the closing of the transaction Under the terms and conditions of the Agreement, the aggregate consideration to be paid by SISCO Holdings in the transaction will consist of $330 million in cash. The transaction will be funded with the Company's available resources. SISCO Holdings, Merger Sub and MCS have each made customary representations and warranties and agreed to customary covenants in the Agreement. SISCO Holdings will obtain a representation and warranty insurance policy to insure against certain losses arising from breaches of, or inaccuracies in, the representations and warranties of MCS in the Agreement. Except with respect to losses arising in the event of fraud and for certain agreed indemnity items, and subject to a nominal indemnity escrow amount for a period of 18-months following closing, SISCO Holdings will not have recourse against the MCS Securityholders after the closing date with respect to breaches of the MCS representations and warranties in the Agreement. The transaction is subject to the satisfaction or waiver of customary closing conditions, including, among others, (a) the accuracy of the representations and warranties of each party (subject to specified materiality standards), (b) compliance by each party in all material respects with their respective agreements,

01 Other events

Item 8.01 Other events. On November 7, 2025, the Company issued a press release announcing the entry into a definitive agreement to acquire MCS. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed herewith: Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of November 6, 2025, by and among MCS, SISCO Holdings, Merger Sub and Representative* 99.1 Press release of Stewart Information Services Corporation dated November 7, 2025 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * Certain schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Stewart Information Services Corporation hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC. 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 thereunto duly authorized. STEWART INFORMATION SERVICES CORPORATION By: /s/ David C. Hisey David C. Hisey, Chief Financial Officer and Treasurer Date: November 7, 2025

View Full Filing

View this 8-K filing on SEC EDGAR