Form 8-K

8-K — INVESTORS TITLE CO

Accession: 0000720858-26-000027

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000720858

SIC: 6361 (TITLE INSURANCE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — itic-20260806.htm (Primary)

EX-99.1 (a2q26earningsreleaseandfin.htm)

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8-K

8-K (Primary)

Filename: itic-20260806.htm · Sequence: 1

itic-20260806

0000720858falsetrue00007208582026-08-062026-08-060000720858us-gaap:CommonStockMember2026-08-062026-08-060000720858itic:RightsToPurchaseSeriesAJuniorParticipatingPreferredStockMember2026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 6, 2026

Date of Report (Date of earliest event reported)

Investors Title Company

(Exact name of registrant as specified in its charter)

North Carolina 0-11774 56-1110199

(State or Other Jurisdiction of (Commission (I.R.S. Employer

Incorporation or Organization) File Number) Identification No.)

121 North Columbia Street

Chapel Hill, North Carolina 27514

(Address of Principal Executive Offices) (Zip Code)

(919) 968-2200

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value ITIC The Nasdaq Stock Market LLC

Rights to Purchase Series A Junior Participating Preferred Stock The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release of Investors Title Company, dated August 6, 2026, reporting Investors Title Company's financial results for the fiscal quarter ended June 30, 2026.

The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit accompanies this Report:

Exhibit 99.1 - Press Release of Investors Title Company dated August 6, 2026

Exhibit 104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INVESTORS TITLE COMPANY

Date: August 6, 2026 By: /s/ James A. Fine, Jr.

James A. Fine, Jr.

President, Principal Financial Officer and

Principal Accounting Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Press release issued by Investors Title Company on August 6, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Filename: a2q26earningsreleaseandfin.htm · Sequence: 2

Document

INVESTORS TITLE COMPANY ANNOUNCES

SECOND QUARTER 2026 RESULTS

Contact: Elizabeth B. Lewter

August 6, 2026

Telephone: (919) 968-2200

Nasdaq Symbol: ITIC

FOR IMMEDIATE RELEASE:

Chapel Hill, NC – Investors Title Company (Nasdaq: ITIC) today announced results for the second quarter ended June 30, 2026. The Company reported net income of $14.6 million, or $7.73 per diluted share, compared to $12.3 million, or $6.48 per diluted share, for the prior year period.

Revenues increased 17.5% to $86.5 million, compared to $73.6 million in the prior year period, primarily due to increases in net premiums written, escrow and other title-related fees, and net investment gains, partially offset by a decline in other revenue. Net premiums written and escrow and title-related fees increased by $13.3 million, resulting from higher real estate activity levels and ongoing expansion initiatives. Revenues were positively impacted by a $2.7 million increase in net investment gains, primarily driven by favorable changes in the estimated fair value of equity security investments compared to the same period last year. Other revenue decreased due primarily to non-recurring gains from the prior year.

Operating expenses increased 15.9% to $67.1 million, compared to $57.9 million in the prior year period. The increase in operating expenses was largely driven by increases in agent commissions, personnel expenses, and the provision for claims. Agent commissions increased commensurate with the increase in agent premium volume. Personnel expenses rose primarily as a result of increases in staffing levels and incentive compensation. The provision for claims was higher due to the impacts of increased premium volume and changes in actuarially determined loss ratio estimates. Other categories of operating expenses were generally consistent with the prior-year period.

Income before income taxes increased to $19.4 million for the current year quarter, versus $15.8 million in the prior year period. Excluding the impact of net investment gains, adjusted income before income taxes (non-GAAP) increased to $14.7 million for the current year quarter, versus $13.7 million in the prior year period (see Appendix A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure).

For the six months ended June 30, 2026, net income increased $5.3 million to $20.7 million, or $10.93 per diluted share, versus $15.4 million, or $8.16 per diluted share, for the prior year period. Revenues increased 15.6% to $150.5 million, up from $130.2 million for the prior year period. Operating expenses increased 11.8% to $123.4 million, compared to $110.4 million for the prior year period. Income before income taxes increased to $27.2 million for the current year, versus $19.9 million in the prior year period. Excluding the impact of net investment gains, adjusted income before income taxes (non-GAAP) increased to $21.8 million for the current year period, versus $18.9 million in the prior year period (see Appendix A for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure). Overall results for the year-to-date period have been shaped predominantly by the same factors that affected the second quarter.

Chairman J. Allen Fine commented, "We are pleased to report our strongest quarterly financial performance in several years, highlighted by title revenue growth across all of our key markets. Performance during the quarter benefited from both the positive impact of our market expansion initiatives and modestly improving market conditions, which drove increased transaction activity and contributed to growth across our operations.

"Enabled by the strength of our balance sheet and financial position, we have continued investing in initiatives to build market share as well as internal efforts to increase capabilities and efficiency. Despite sluggish market conditions, we believe we are well positioned to create long-term shareholder value over the course of a slower phase of the real estate cycle."

Investors Title Company’s subsidiaries issue and underwrite title insurance policies. The Company also provides investment management services and services in connection with tax-deferred exchanges of like-kind property.

--------------------------------------------------------------------------------------------------------------------------------

Cautionary Statements Regarding Forward-Looking Statements

Certain statements contained herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words such as “plan,” expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “should,” “could,” “would,” and other expressions that indicate future events and trends. Such statements include, among others, any statements regarding the Company’s expected performance for future periods and the full year, the impact of order volumes on results in future quarters, future home price fluctuations, changes in home purchase or refinance demand, activity and the mix thereof, interest rate changes, expansion of the Company’s market presence, enhancement of competitive strengths, execution on expense management strategies, development in housing affordability, wages, unemployment or overall economic conditions or statements regarding our actuarial assumptions and the application of recent historical claims experience to future periods. These statements involve a number of risks and uncertainties that could cause actual results to differ materially from anticipated and historical results. Such risks and uncertainties include, without limitation: the cyclical demand for title insurance due to changes in the residential and commercial real estate markets; the occurrence of fraud, defalcation or misconduct; variances between actual claims experience and underwriting and reserving assumptions, including the limited predictive power of historical claims experience; declines in the performance of the Company’s investments; changes in government regulations and policy, including as a result of the Trump administration such as policies related to tariffs and taxes and their impact on the macroeconomic environment; changes in the economy; the impact of inflation and responses by government regulators, including the Federal Reserve, such as changes in interest rates; shutdowns of the federal government; loss of agency relationships, or significant reductions in agent-originated business; difficulties managing growth, whether organic or through acquisitions, and other considerations set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission, and in subsequent filings.

# # # #

Investors Title Company and Subsidiaries

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2026 and 2025

(in thousands, except per share amounts)

(unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues:

Net premiums written

$ 67,542 $ 54,496 $ 118,488 $ 100,841

Escrow and other title-related fees

5,968 5,694 11,008 9,586

Non-title services

5,105 5,477 9,474 10,086

Interest and dividends

2,272 2,361 4,560 4,700

Other investment income 667 609 1,331 1,019

Net investment gains 4,795 2,104 5,319 925

Other

154 2,908 336 3,057

Total Revenues 86,503 73,649 150,516 130,214

Operating Expenses:

Commissions to agents

35,644 29,077 63,096 53,934

Provision for claims 2,783 2,080 3,255 2,403

Personnel expenses

19,043 17,460 38,069 35,794

Office and technology expenses

4,666 4,327 9,176 8,867

Other expenses

4,921 4,907 9,759 9,365

Total Operating Expenses 67,057 57,851 123,355 110,363

Income before Income Taxes 19,446 15,798 27,161 19,851

Provision for Income Taxes 4,813 3,520 6,461 4,402

Net Income $ 14,633 $ 12,278 $ 20,700 $ 15,449

Basic Earnings per Common Share $ 7.75 $ 6.51 $ 10.96 $ 8.19

Weighted Average Shares Outstanding – Basic 1,888 1,887 1,888 1,886

Diluted Earnings per Common Share $ 7.73 $ 6.48 $ 10.93 $ 8.16

Weighted Average Shares Outstanding – Diluted 1,894 1,894 1,894 1,894

Investors Title Company and Subsidiaries

Consolidated Balance Sheets

As of June 30, 2026 and December 31, 2025

(in thousands)

(unaudited)

June 30,

2026 December 31,

2025

Assets

Cash and cash equivalents $ 20,464 $ 20,838

Investments:

Fixed maturity securities, available-for-sale, at fair value

130,515 118,116

Equity securities, at fair value

51,295 41,481

Short-term investments

51,726 68,763

Other investments

29,825 23,446

Total investments

263,361 251,806

Premiums and fees receivable

19,401 17,126

Accrued interest and dividends 1,634 1,476

Prepaid expenses and other receivables 9,482 9,387

Property, net 30,551 29,397

Goodwill and other intangible assets, net 21,358 20,940

Lease assets 8,355 7,784

Other assets 2,758 2,706

Current income taxes recoverable 2,761 1,678

Total Assets

$ 380,125 $ 363,138

Liabilities and Stockholders’ Equity

Liabilities:

Reserve for claims $ 39,102 $ 38,092

Accounts payable and accrued liabilities 38,303 41,525

Lease liabilities 8,717 8,050

Deferred income taxes, net 7,432 7,171

Total liabilities

93,554 94,838

Stockholders’ Equity:

Common stock – no par value (10,000 authorized shares; 1,888 and 1,888 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively, excluding in each period 292 shares of common stock held by the Company's subsidiary)

— —

Retained earnings

286,409 267,209

Accumulated other comprehensive income 162 1,091

Total stockholders’ equity

286,571 268,300

Total Liabilities and Stockholders’ Equity

$ 380,125 $ 363,138

Investors Title Company and Subsidiaries

Direct and Agency Net Premiums Written

For the Three and Six Months Ended June 30, 2026 and 2025

(in thousands)

(unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2026 % 2025 % 2026 % 2025 %

Direct $ 19,750 29.2 $ 15,823 29.0 $ 33,973 28.7 $ 29,357 29.1

Agency 47,792 70.8 38,673 71.0 84,515 71.3 71,484 70.9

Total $ 67,542 100.0 $ 54,496 100.0 $ 118,488 100.0 $ 100,841 100.0

Investors Title Company and Subsidiaries

Appendix A

Non-GAAP Measures Reconciliation

For the Three and Six Months Ended June 30, 2026 and 2025

(in thousands)

(unaudited)

Management uses various financial and operational measurements, including financial information not prepared in accordance with generally accepted accounting principles ("GAAP"), to analyze Company performance. This includes adjusting revenues to remove the impact of net investment gains and losses, which are recognized in net income under GAAP. Net investment gains and losses include realized gains and losses on sales of investment securities and changes in the estimated fair value of equity security investments. Management believes that these measures are useful to evaluate the Company's internal operational performance from period to period because they eliminate the effects of external market fluctuations. The Company also believes users of the financial results would benefit from having access to such information, and that certain of the Company’s peers make available similar information. This information should not be used as a substitute for, or considered superior to, measures of financial performance prepared in accordance with GAAP, and may be different from similarly titled non-GAAP financial measures used by other companies.

The following tables reconcile non-GAAP financial measurements used by Company management to the comparable measurements using GAAP:

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues

Total revenues (GAAP) $ 86,503 $ 73,649 $ 150,516 $ 130,214

Subtract: Net investment gains (4,795) (2,104) (5,319) (925)

Adjusted revenues (non-GAAP) $ 81,708 $ 71,545 $ 145,197 $ 129,289

Income before Income Taxes

Income before income taxes (GAAP)

$ 19,446 $ 15,798 $ 27,161 $ 19,851

Subtract: Net investment gains (4,795) (2,104) (5,319) (925)

Adjusted income before income taxes (non-GAAP)

$ 14,651 $ 13,694 $ 21,842 $ 18,926

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Aug. 06, 2026

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