Texas Republic Capital Fuels Growth with $4.6M Private Placement

TL;DR

**Texas Republic Capital is a capital-hungry, illiquid insurance holding company with no public market, making it a high-risk bet on future growth in a cutthroat industry.**

AI Summary

Texas Republic Capital Corporation (TRCC) is a holding company for Texas Republic Life Insurance Company (TRLIC), Texas Republic Life Solutions, Inc. (TRLS), and Axis Insurance Solutions, LLC (AIS). As of December 31, 2025, TRCC had capitalized TRLIC with a total of $13,857,133 and TRLS with $550,000. The company has been actively raising capital, completing a rights offering in 2022 that generated $4,400,652 from the sale of 733,442 shares. TRCC also initiated a $6 million private placement offering on January 1, 2023, which has raised $4,620,908 from 616,121 shares through December 31, 2025, and is extended until January 1, 2027. TRLIC, which began insurance operations on April 3, 2017, sells life and annuity products in Texas and utilizes reinsurance for risks exceeding $50,000. The company faces intense competition from larger, more established insurers and financial intermediaries, but aims to compete by targeting underserved niche markets with specialized products and technology investments. TRCC had nine full-time employees as of February 28, 2026, and has not paid any cash dividends since its inception on May 15, 2012.

Why It Matters

Texas Republic Capital's ongoing capital raises, including the $4.6 million from its current private placement, are critical for funding its insurance subsidiaries, TRLIC, TRLS, and AIS, which operate in a highly competitive market. For investors, the lack of an established public market and dividend policy means liquidity is low, and returns are tied to the long-term success of its insurance ventures. Employees benefit from the company's growth, though the small workforce of nine full-time employees suggests a lean operation. Customers in Texas gain access to specialized life and annuity products, potentially filling gaps left by larger insurers, while the broader market sees a small player attempting to innovate and compete against industry giants with significantly more capital and brand recognition.

Risk Assessment

Risk Level: high — The company explicitly states, "Trading of the Company's common stock is limited, and an established public market does not exist," indicating severe liquidity risk for investors. Furthermore, the company has not paid any cash dividends since its inception in May 2012, and its ability to pay future dividends is subject to regulatory approval and financial performance, as outlined by the Texas Insurance Code, limiting investor returns to potential share value appreciation in an illiquid market.

Analyst Insight

Investors should avoid Texas Republic Capital due to its lack of an established public market and dividend history, which severely limits liquidity and potential returns. For those considering private investment, a deep dive into the financial statements (not provided here) and a clear understanding of the long-term growth strategy and competitive advantages are essential, given the intense competition in the insurance sector.

Key Numbers

• $13.86M — TRLIC Total Capitalization (As of December 31, 2025, showing significant investment in the core insurance subsidiary.)
• $4.62M — Private Placement Funds Raised (Through December 31, 2025, from an offering extended to January 1, 2027, indicating ongoing capital needs.)
• 616,121 — Shares Sold in Private Placement (Through December 31, 2025, reflecting investor participation in the current offering.)
• 16,140,570 — Common Shares Outstanding (As of March 16, 2026, indicating the total equity base.)
• 9 — Full-time Employees (As of February 28, 2026, highlighting a lean operational structure.)
• $50,000 — Reinsurance Threshold (TRLIC reinsures individual life insurance risks exceeding this amount, managing exposure.)
• 1,691 — Shareholders (As of March 16, 2026, indicating a relatively dispersed ownership base for a non-public company.)
• $203,554 — Total Undiscounted Operating Lease Payments (For 2026 and 2027, representing future fixed obligations.)

Key Players & Entities

• Texas Republic Capital Corporation (company) — parent holding company
• Texas Republic Life Insurance Company (company) — life insurance subsidiary
• Texas Republic Life Solutions, Inc. (company) — life and health insurance agency subsidiary
• Axis Insurance Solutions, LLC (company) — property & casualty insurance agency subsidiary
• Texas Department of Insurance (regulator) — approves TRLIC's charter and regulates operations
• $13,857,133 (dollar_amount) — total capitalization of TRLIC at December 31, 2025
• $4,620,908 (dollar_amount) — raised from private placement offering through December 31, 2025
• 616,121 (dollar_amount) — shares sold in private placement through December 31, 2025
• 9 (dollar_amount) — full-time employees as of February 28, 2026
• Landmark Admin, LLC (company) — provides administrative services to TRLIC

FAQ

Risk Factors

• Competition from Established Insurers [high — market]: TRCC faces intense competition from larger, more established insurers and financial intermediaries. These competitors often have greater financial resources, brand recognition, and established distribution networks, which could hinder TRCC's ability to gain market share and achieve profitability.
• Ongoing Capital Requirements [medium — financial]: The company has been actively raising capital through offerings, such as the $6 million private placement initiated in January 2023, which had raised $4,620,908 by December 31, 2025. This indicates a continued need for external funding to support operations and growth, exposing the company to capital market fluctuations and investor sentiment.
• Reliance on Niche Markets and Technology [medium — operational]: TRCC aims to compete by targeting underserved niche markets with specialized products and technology investments. Success is dependent on the effective identification and penetration of these niches, and the ability of its technology investments to deliver a competitive advantage.
• Insurance Regulatory Compliance [medium — regulatory]: As a licensed life insurance company operating in Texas, TRLIC is subject to the regulations of the Texas Department of Insurance. Compliance with solvency, policyholder protection, and market conduct regulations is critical and requires ongoing effort and resources.
• Investment Portfolio Performance [medium — financial]: TRCC's profitability is influenced by the investment spread on its investment portfolio, which comprises premiums and annuity considerations. Volatility in interest rates and capital markets can negatively impact investment income and the company's ability to meet future benefit payments.
• Lean Operational Structure [low — operational]: With only nine full-time employees as of February 28, 2026, TRCC operates with a lean structure. While this can imply cost efficiency, it also raises questions about the capacity to manage significant growth, complex operations, or unforeseen challenges.

Industry Context

Texas Republic Capital Corporation operates within the highly competitive life and annuity insurance market in Texas. The industry is characterized by the presence of large, well-established players with significant market share and financial resources. TRCC aims to differentiate itself by focusing on niche markets and leveraging technology, a strategy that requires careful execution to overcome the inherent advantages of larger competitors.

Regulatory Implications

As a regulated insurance entity in Texas, TRCC and its subsidiary TRLIC must adhere to stringent state insurance laws and regulations. This includes capital adequacy requirements, consumer protection rules, and market conduct standards, necessitating ongoing compliance efforts and potential costs.

What Investors Should Do

1. Monitor Capital Raising Success
2. Evaluate Niche Market Strategy
3. Assess Operational Efficiency
4. Analyze Investment Performance

Key Dates

• 2012-05-15: Company Incorporation — Marks the inception of Texas Republic Capital Corporation as a financial services holding company.
• 2016-08-01: TRLIC Life Insurance Charter Approved — Permitted TRLIC to begin operations as a life insurance company.
• 2017-04-03: TRLIC Begins Insurance Operations — The core insurance subsidiary started selling life and annuity products in Texas.
• 2022-05-31: Rights Offering Initiated — Provided an opportunity for existing shareholders to invest further in the company.
• 2022-09-30: Rights Offering Ended — Raised $4,400,652 from the sale of 733,442 shares.
• 2023-01-01: Private Placement Offering Initiated — A $6 million private placement was launched to raise additional capital, extended until January 1, 2027.

Glossary

TRLIC

Texas Republic Life Insurance Company, the primary insurance subsidiary of TRCC. (The core operating entity for life and annuity products, subject to insurance regulations and capital requirements.)

TRLS

Texas Republic Life Solutions, Inc., a life and health insurance agency subsidiary. (Acts as a distribution channel for insurance products, generating commission revenue.)

AIS

Axis Insurance Solutions, LLC, a property & casualty insurance agency subsidiary. (Expands the company's product offerings and market reach beyond life insurance.)

Capitalization

The total amount of money invested in a company, including equity and debt, used to fund operations and growth. (Indicates the financial resources allocated to subsidiaries like TRLIC ($13,857,133) and TRLS ($550,000).)

Rights Offering

An offering where existing shareholders are given the right to purchase additional shares in the company, usually at a discount. (TRCC completed a rights offering in 2022, raising $4,400,652, demonstrating a method for capital infusion from existing investors.)

Private Placement Offering

A sale of securities to a select group of investors, rather than through a public offering. (TRCC initiated a $6 million private placement in 2023, raising $4,620,908 by December 31, 2025, highlighting ongoing capital raising efforts.)

Investment Spread

The difference between the investment income earned on assets and the interest credited to policyholders or paid on liabilities. (A key driver of profitability for life insurance companies like TRLIC, impacting earnings from premiums and annuity considerations.)

Reinsurance

A practice where insurance companies transfer part of their risk to other insurance companies (reinsurers). (TRLIC uses reinsurance for risks exceeding $50,000 to manage its exposure and maintain solvency.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text. The filing details capital contributions and fundraising efforts up to December 31, 2025, but does not offer a direct year-over-year comparison of financial performance metrics like revenue or net income.

Key Financial Figures

• $3,000,000 — 016. The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC. TRLIC began ins
• $2,750,000 — ditional capital contributions totaling $2,750,000 for the entire year. In 2019 the Compan
• $857,133 — n consisted of mortgage loans valued at $857,133 and the second one was a $1,300,000 cas
• $1,300,000 — ed at $857,133 and the second one was a $1,300,000 cash contribution. In 2021 and 2022, th
• $2,100,000 — ditional total capital contributions of $2,100,000 and $2,100,000, respectively. In 2023,
• $1,750,000 — respectively. In 2023, the Company made $1,750,000 in total capital contributions. Total c
• $13,857,133 — ions. Total capitalization of TRLIC was $13,857,133 at December 31, 2025. TRLS, a life and
• $50,000 — 2017. The Company capitalized TRLS with $50,000 and owns 100% of TRLS. In 2018 and 2020
• $100,000 — ade additional capital contributions of $100,000 and $200,000, respectively. In 2021 and
• $200,000 — l capital contributions of $100,000 and $200,000, respectively. In 2021 and 2022, the Co
• $150,000 — al capital contributions of $50,000 and $150,000, respectively. Total capitalization of
• $550,000 — ively. Total capitalization of TRLS was $550,000 at December 31, 2025. AIS, a property
• $25,000 — 2021. The Company capitalized AIS with $25,000 and owns 100% of AIS. Company Capitali
• $10,336,500 — the state of Texas. The Company raised $10,336,500 and incurred $1,215,569 of offering cos
• $1,215,569 — Company raised $10,336,500 and incurred $1,215,569 of offering costs through the issuance

Filing Documents

• trcc10k123125.htm (10-K) — 994KB
• trccex21-1.htm (EX-21.1) — 7KB
• trccex31-1.htm (EX-31.1) — 14KB
• trccex31-2.htm (EX-31.2) — 14KB
• trccex32-1.htm (EX-32.1) — 4KB
• trccex32-2.htm (EX-32.2) — 4KB
• 0001185185-26-001216.txt ( ) — 7206KB
• trcc-20251231.xsd (EX-101.SCH) — 71KB
• trcc-20251231_cal.xml (EX-101.CAL) — 75KB
• trcc-20251231_def.xml (EX-101.DEF) — 301KB
• trcc-20251231_lab.xml (EX-101.LAB) — 592KB
• trcc-20251231_pre.xml (EX-101.PRE) — 325KB
• trcc10k123125_htm.xml (XML) — 988KB

of this report

Part III of this report. Texas Republic Capital Corporation TABLE OF CONTENTS Part I Item 1.

Business

Business 1 Item 2.

Properties

Properties 3 Item 3.

Legal Proceedings

Legal Proceedings 3 Item 4. Mine Safety Disclosures 3 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 4 Item 6. Reserved 5 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 8.

Financial Statements

Financial Statements F-1 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 12 Item 9A.

Controls and Procedures

Controls and Procedures 12 Item 9B. Other Information 12 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 12 Part III Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 13 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13 Item 13. Certain Relationships and Related Transactions, and Director Independence 13 Item 14. Principal Accounting Fees and Services 13 Item 15. Exhibits 14

Signatures

Signatures 15 Exhibit 21.1 Exhibit 24.1 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2 Exhibit No. 101.INS Exhibit No. 101.SCH Exhibit No. 101.CAL Exhibit No. 101.DEF Exhibit No. 101.LAB Exhibit No. 101.PRE Exhibit No. 104.FIL i Table of Contents PART I

Business

Item 1. Business Business Development Texas Republic Capital Corporation (the "Company") is the parent holding company of Texas Republic Life Insurance Company ("TRLIC"), Texas Republic Life Solutions, Inc. ("TRLS"), and Axis Insurance Solutions, LLC ("AIS"). The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary. The Texas Department of Insurance approved TRLIC's life insurance charter on August 1, 2016. The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC. TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas. In 2018 the Company made additional capital contributions totaling $2,750,000 for the entire year. In 2019 the Company made two more capital contributions to TRLIC. The first contribution consisted of mortgage loans valued at $857,133 and the second one was a $1,300,000 cash contribution. In 2021 and 2022, the Company made additional total capital contributions of $2,100,000 and $2,100,000, respectively. In 2023, the Company made $1,750,000 in total capital contributions. Total capitalization of TRLIC was $13,857,133 at December 31, 2025. TRLS, a life and health insurance agency, was incorporated February 1, 2017. The Company capitalized TRLS with $50,000 and owns 100% of TRLS. In 2018 and 2020 the Company made additional capital contributions of $100,000 and $200,000, respectively. In 2021 and 2022, the Company made additional total capital contributions of $50,000 and $150,000, respectively. Total capitalization of TRLS was $550,000 at December 31, 2025. AIS, a property & casualty insurance agency, was formed on April 6, 2021. The Company capitalized AIS with $25,000 and owns 100% of AIS. Company Capitalization From incorporation through April 2, 2017 the Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an org

Properties

Item 2. Properties The Company rents office space for its administrative operations under an agreement that expires in 2027. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank. Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2025 are as follows: 2026 $ 104,831 2027 98,723 Total operating lease payments, undiscounted $ 203,554 Less: interest (36,258 ) Lease liability, at present value $ 167,296

Legal Proceedings

Item 3. Legal Proceedings Various legal proceedings to which the Company or a subsidiary of the Company is party arise from time to time in the normal course of business. As of the date hereof, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its or its subsidiaries' assets or properties are subject.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable 3 Table of Contents PART II

Market for Registrant ' s

Item 5. Market for Registrant ' s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities (a) Market Information Trading of the Company's common stock is limited, and an established public market does not exist. (b) Holders As of March 16, 2026, there were approximately 1,691 shareholders of the Company's outstanding common stock. (c) Dividends The Company has not paid any cash dividends since inception (May 15, 2012). The Board of Directors of the Company has not adopted a dividend payment policy; however, dividends must necessarily depend upon the Company's earnings and financial condition, applicable legal restrictions from the Texas Business Organization Code and other factors relevant at the time the Board of Directors considers a dividend policy. Cash available for dividends to shareholders of the Company must initially come from income and capital gains earned on its investment portfolio and dividends paid by the Company's subsidiaries. TRLIC dividends available for distribution are based on provisions of the Texas Insurance Code. Without prior approval from the Commissioner of Insurance of Texas dividends to shareholders are limited to the greater of (a) 10% of TRLIC's surplus as regards to policyholders as of December 31, next preceding, or (b) the net gain from operations of the insurer company for the twelve-month period ending December 31, next preceding year. (d) Securities Authorized for Issuance Under Equity Incentive Plans The Company's life subsidiary, TRLIC had an Agent Stock Incentive Plan ("ASIP"). The plan was approved in August 2018 by the Texas State Securities Board. The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products. Calculation of awards at year end are based on production for the period of January through December. T

Management ' s Discussion

Item 7. Management ' s Discussion and Analysis of Financial Condition and Results of Operations Overview Texas Republic Capital Corporation ("we", "us", "our", "TRCC" or the "Company") was incorporated in May 2012 as a financial services holding company. We own and operate insurance subsidiaries: a life insurance company, a life insurance agency, and a property & casualty insurance agency. We sell and issue life insurance products and annuity contracts as part of the insurance company. As an insurance provider, we collect premiums and annuity considerations in the current period to pay future benefits to our policy and contract holders. Currently, we only issue our products in the state of Texas. As a life insurance agency and a property & casualty insurance agency, we sell and place insurance products for other insurance carriers. If our life insurance company does not offer products that suit our client's needs, then we can meet their needs through other carrier products sold by our life agency. In addition, we have ability to cross-sell all current and prospective client's property and casualty insurance through the other agency, or the possibility of driving growth for the Company in other markets where participants are not seeking life insurance. The agencies collect commissions on the sale of those products. 5 Table of Contents We also realize revenues from our investment portfolio, which is a key component of our operations. The revenues and funds we collect as premiums and annuity considerations from policyholders are invested to ensure future benefit payments under the policy contracts. Life insurance companies earn profits on the investment spread, which reflects the investment income earned on the premiums and annuity considerations paid to the insurer between the time of receipt and the time benefits are paid out under our policies and contracts. Changes in interest rates, changes in economic conditions and volatility in the capital markets can a

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