Stewart Information Services Corp. Files 8-K

TL;DR

Stewart Information Services Corp. filed an 8-K on Dec 10, 2025, reporting a material definitive agreement.

AI Summary

Stewart Information Services Corp. entered into a material definitive agreement on December 10, 2025. The filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits. The company is incorporated in Delaware and headquartered in Houston, Texas.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement, which could impact the company's future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price.

Key Numbers

• 001-02658 — Commission File Number (Identifies the company's SEC filing history.)
• 74-1677330 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Stewart Information Services Corp. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Houston, Texas (location) — Principal Executive Offices
• December 10, 2025 (date) — Earliest event reported
• December 12, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $1 — nge on which registered Common Stock, $1 par value STC New York Stock Exchan
• $1.00 — 0,000 shares of common stock, par value $1.00 ("Common Stock"), in a registered publi
• $330 million — provider, for a cash purchase price of $330 million. Item 8.01 Other Events. The Offerin

Filing Documents

• tm2532895d4_8k.htm (8-K) — 28KB
• tm2532895d4_ex1-1.htm (EX-1.1) — 200KB
• tm2532895d4_ex5-1.htm (EX-5.1) — 8KB
• tm2532895d4_ex1-1img001.jpg (GRAPHIC) — 4KB
• tm2532895d4_ex5-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-25-120710.txt ( ) — 460KB
• stc-20251210.xsd (EX-101.SCH) — 3KB
• stc-20251210_lab.xml (EX-101.LAB) — 33KB
• stc-20251210_pre.xml (EX-101.PRE) — 22KB
• tm2532895d4_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 10, 2025, Stewart Information Services Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters listed on Schedule I thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 1,900,000 shares of common stock, par value $1.00 ("Common Stock"), in a registered public offering (the "Offering") pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-292051) (the "Shelf Registration Statement"). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 285,000 shares of Common Stock (the "Option"). On December 11, 2025, the Underwriters exercised in full the Option. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A specimen certificate for the Common Stock is included as Exhibit 4.1 to this Current Report on Form 8-K and is also incorporated herein by reference. On December 12, 2025, the Company closed the Offering, including the shares of Common Stock issuable pursuant to the Option.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 10, 2025, the Company's wholly owned subsidiary, SISCO Holdings, LLC, completed its previously announced acquisition of the mortgage services of Mortgage Contracting Services, a property preservation services provider, for a cash purchase price of $330 million.

01 Other Events

Item 8.01 Other Events. The Offering was made pursuant to the Shelf Registration is filed as Exhibit 5.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 1.1 Underwriting Agreement, dated December 10, 2025, between Stewart Information Services Corporation and Goldman Sachs & Co. LLC, as representative of the several underwriters listed on Schedule I thereto. 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-3 filed March 30, 2001). 5.1 Opinion of Davis Polk & Wardwell LLP. 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). 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 thereunto duly authorized. STEWART INFORMATION SERVICES CORPORATION (Registrant) By: /s/ David C. Hisey David C. Hisey, Chief Financial Officer and Treasurer Date: December 12, 2025

View Full Filing

View this 8-K filing on SEC EDGAR