Form 8-K

8-K — KINGSWAY FINANCIAL SERVICES INC

Accession: 0001437749-26-015595

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001072627

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — kfs20260316_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_933530.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001072627

2026-05-07

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

Date of report (Date of earliest event reported): May 7, 2026

KINGSWAY FINANCIAL SERVICES INC.

(Exact Name of Registrant as Specified in Its Charter)

(Commission File Number)

001-15204

Delaware

(State or Other Jurisdiction of Incorporation)

85-1792291

(IRS Employer Identification No.)

10 S. Riverside Plaza, Suite 1520, Chicago, IL 60606

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 766-2138

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 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, par value $0.01 per share

KFS

New York Stock Exchange

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.

On May 7, 2026, Kingsway Financial Services Inc. (the “Company”) issued a press release regarding its financial results for the three month period ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K provided under this Item 2.02 and Exhibit 99.1 attached hereto is being furnished to, and shall not be deemed “filed” with, the U.S. Securities and Exchange Commission or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

99.1 Press Release titled “Kingsway Reports First Quarter 2026 Financial Results”

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.

KINGSWAY FINANCIAL SERVICES INC.

May 7, 2026

By:

/s/ Kent A. Hansen

Kent A. Hansen, Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_933530.htm · Sequence: 2

ex_933530.htm

Exhibit 99.1

KINGSWAY REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

-- Q1 2026 Ahead of Budget for both KSX and Extended Warranty--

-- Revenue Growth of 37% to $39.0 Million --

-- KSX Revenue Growth of 81% to $21.1 Million --

-- Extended Warranty Revenue Growth of 7% to $17.9 Million --

-- Reiterates Target of Three to Five Acquisitions in 2026 --

-- Reiterates Double-Digit Organic Growth Budget for both KSX and Extended Warranty in 2026 --

Management to Host Conference Call Tuesday, May 7, 2026, at 5 p.m. ET

Chicago - (May 7, 2026) - (NYSE: KFS) Kingsway Financial Services Inc. (“Kingsway” or the “Company”), the only publicly-traded US company employing the Search Fund model to acquire and build great businesses, today announced its operating results for the three months ended March 31, 2026.

First Quarter 2026 Financial Highlights Compared To First Quarter 2025

●

Consolidated revenue increased 37.4% to $39.0 million, compared to $28.3 million.

Kingsway Search Xcelerator (“KSX”) revenue increased 80.7% to $21.1 million, compared to $11.7 million.

Extended Warranty revenue increased 7.2% to $17.9 million, compared to $16.7 million; Extended Warranty cash sales increased 11.8%.

●

Consolidated net loss was $2.2 million, compared to a net loss of $3.1 million.

●

Consolidated adjusted EBITDA was $2.4 million, compared to $1.4 million.

KSX adjusted EBITDA increased by 82% to $3.5 million, compared to $1.9 million.

Extended Warranty adjusted EBITDA was $0.4 million, compared to $0.9 million.

●

The Company had total net debt of $63.9 million as of March 31, 2026, compared with $62.4 million as of December 31, 2025.

Business Highlights

●

Portfolio LTM EBITDA for the operating companies was $22.0 million to $23.0 million as of March 31, 2026; see “Non-U.S. GAAP Financial Measures” below for further explanation of this metric.

●

On March 16, 2026, the Company announced that its Board of Directors (the “Board”) had elected Adam J. Patinkin as Chairman of the Board and Terence M. Kavanagh as Vice-Chairman of the Board.

●

On March 31, 2026, the Company announced the Board had approved a proposed corporate name change to Kingsway Corporation and a proposed stock ticker change to KWY, which are intended to better reflect the Company’s business evolution and long-term strategy. The proposed name change is subject to shareholder approval at the Company’s upcoming Annual general Meeting of shareholders scheduled for May 18, 2026.

Management Commentary

“Kingsway delivered a strong first quarter of 2026, with profits at both KSX and Extended Warranty coming in ahead of budget,” said JT Fitzgerald, Kingsway’s President and CEO. “March stood out as a particularly good month, and we see clear business momentum across our portfolio entering the seasonally stronger summer months.

“For the full year, we continue to expect double-digit organic growth in revenue and profit at both KSX and Extended Warranty. Our acquisition pipeline is robust, and we anticipate completing three to five acquisitions in 2026, in line with our target.

“The combination of healthy organic growth and continued acquisition activity position Kingsway for a year of meaningful financial and strategic progress .”

Conference Call and Webcast

Management will host a conference call at 5 p.m. Eastern Time today to discuss the results and host a live Q&A session. Additionally, investors may also submit questions via email to: James@HaydenIR.com.

Conference Call Information

Date: Tuesday, May 7, 2026

Time: 5 p.m. Eastern Time

Toll Free: 877-545-0523

International: +1 973-528-0016

Participant Code: 456847

Live Webcast Link: https://www.webcaster5.com/Webcast/Page/2928/53983

Conference Call Replay Information

Toll Free: 877-481-4010

International:+1-919-882-2331

Replay Passcode: 53983

Replay Webcast Link: https://www.webcaster5.com/Webcast/Page/2928/53983

About the Company

Kingsway Financial Services Inc. (“Kingsway”) (NYSE: KFS) is the only publicly-traded US company employing the Search Fund model to acquire and build great businesses .

Kingsway owns and operates a collection of high-quality B2B and B2C services companies that are asset-light, growing, profitable, and that have recurring revenues. Kingsway seeks to compound long-term shareholder value on a per share basis via its decentralized management model, its talented team of operators, and its tax-advantaged corporate structure.

Non U.S. GAAP Financial Measure

Management believes that non-GAAP adjusted EBITDA and Portfolio LTM EBITDA, when presented in conjunction with comparable GAAP measures, provide useful information about the Company's operating results and enhance the overall ability to assess the Company's financial performance.

Management uses non-GAAP adjusted EBITDA, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting, and reviewing the performance of its business. Non-GAAP adjusted EBITDA allows investors to make a more meaningful comparison between the Company’s core business operating results over different periods of time. Management believes that non-GAAP adjusted EBITDA, when viewed with the Company's results under GAAP and the accompanying reconciliations, provides useful information about the Company's business without regard to potential distortions. By eliminating potential differences in results of operations between periods caused by the factors listed in the attached schedules, Management believes that non-GAAP adjusted EBITDA can provide useful additional basis for comparing the current performance of the underlying operations being evaluated.

Portfolio LTM EBITDA represents management’s estimate of the trailing twelve-month adjusted EBITDA generated by the Company’s portfolio of operating businesses, including the KSX segment and the Extended Warranty segment. For the KSX segment, Portfolio LTM EBITDA includes the trailing twelve months of adjusted EBITDA for the operating businesses within the segment, including businesses acquired during the period and businesses acquired after the end of the reporting period but prior to the date of this release, as if they had been owned for the full twelve-month period. For the Extended Warranty segment, Portfolio LTM EBITDA is based on Modified Cash adjusted EBITDA, which reflects timing differences between GAAP revenue recognition and GAAP commission expense to the timing of cash receipts and cash commission expense associated with warranty contracts, as well as an adjustment to investment income for the difference between actual book yield and current market yield; no other adjustments are made. For clarity, Modified Cash adjusted EBITDA defers only the portion of contract premium needed to pay claims over the life of the underlying contract and does not defer any commission expense. Modified Cash adjusted EBITDA is used by management to evaluate the operating performance of the Extended Warranty segment and is also the basis for financial covenant calculations under the Company’s credit agreements.

Investors should consider these non-GAAP measures in addition to, not as a substitute for or as superior to, financial reporting measures prepared in accordance with GAAP. Investors are encouraged to review the Company's financial results prepared in accordance with GAAP to understand the Company's performance, taking into account all relevant factors.

Forward-Looking Statements

This press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expects," "believes," "anticipates," "intends," "estimates," "seeks," and variations and similar words and expressions are intended to identify such forward-looking statements; however, the absence of any such words does not mean that a statement is a not a forward-looking statement. Such forward-looking statements relate to future events or future performance, but reflect Kingsway management's current beliefs, based on information currently available. A number of factors could cause actual events, performance, or results to differ materially from the events, performance, and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the section entitled "Risk Factors" in the Company's 2025 Annual Report on Form 10-K and subsequent Form 10-Qs and Form 8-Ks filed with the Securities and Exchange Commission. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Additional Information

Additional information about Kingsway, including a copy of its Annual Reports can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission's website at www.sec.gov, on the Canadian Securities Administrators' website at www.sedar.com, or through the Company's website at www.kingsway-financial.com.

For Investor Inquiries:

Hayden IR

James Carbonara

(646) 755-7412

james@haydenir.com

For Company Inquiries:

Kingsway Financial Services Inc.

Kent Hansen, CFO

(312) 766-2163

khansen@kingsway-financial.com

Kingsway Financial Services Inc.

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted Consolidated EBITDA

(in thousands)

(UNAUDITED)

Twelve Months Ended

For the Three Months Ended

3/31/26

12/31/25

9/30/25

6/30/25

GAAP Net Income (Loss)

(9,428

)

(2,268

)

(1,584

)

(2,411

)

(3,165

)

Non-GAAP Adjustments:

Changes in fair value; realized gains/losses (1)

110

(36

)

Employee related expenses (2)

2,291

451

383

726

731

Other items (3)

3,175

165

711

1,317

982

Depreciation, amortization, tax and interest expense

12,697

3,968

3,209

2,379

3,141

Total Non-GAAP Adjustments

18,273

4,670

4,315

4,470

4,818

Non-GAAP Adjusted Consolidated EBITDA

8,845

2,402

2,731

2,059

1,653

Twelve Months Ended

For the Three Months Ended

3/31/25

12/31/24

9/30/24

6/30/24

GAAP Net Income (Loss)

(9,059

)

(3,092

)

(1,470

)

(2,311

)

(2,186

)

Non-GAAP Adjustments:

Discontinued operations

(31

)

—

135

(167

)

Changes in fair value; realized gains/losses (1)

175

(22

)

133

(81

)

145

Employee related expenses (2)

2,287

495

390

990

412

Other items (3)

2,866

1,095

225

956

590

Depreciation, amortization, tax and interest expense

13,995

2,876

4,117

3,343

3,659

Total Non-GAAP Adjustments

19,292

4,444

4,866

5,343

4,639

Non-GAAP Adjusted Consolidated EBITDA

10,233

1,352

3,396

3,032

2,453

(1)

Includes realized and unrealized gains and losses on non-core investments; change in the fair value of subordinated debt (net of the portion of the change attributable to instrument-specific credit risk); unrealized gains and losses; and change in the fair value of any earn-outs (changes in fair value recorded as other income or expense).

(2)

Employee related expenses includes non-cash expense arising from the grant and modification of stock-based awards to employees; and costs associated with employees assisting during a transition period and are not expected to be replaced once transition period has ended (approximately one year from acquisition date).

(3)

Other items include: legal expenses associated with the Company’s defense against significant litigation matters; acquisition and disposition-related expenses; and other non-recurring items.

Kingsway Financial Services Inc.

Reconciliation of KSX Segment Operating Income to Non-GAAP Adjusted EBITDA

(in thousands)

(UNAUDITED)

Twelve Months Ended

For the Three Months Ended

3/31/26

12/31/25

9/30/25

6/30/25

GAAP Operating Income for KSX segment

9,004

2,960

1,810

2,185

2,049

Non-GAAP Adjustments:

Acquisition and employee costs (1)

905

244

279

178

204

Investment income (2)

116

Depreciation

1,012

265

367

267

113

Total Non-GAAP Adjustments

2,033

537

675

475

346

Non-GAAP adjusted EBITDA for KSX segment

11,037

3,497

2,485

2,660

2,395

Twelve Months Ended

For the Three Months Ended

3/31/25

12/31/24

9/30/24

6/30/24

GAAP Operating Income for KSX segment

6,062

1,743

1,734

1,144

1,441

Non-GAAP Adjustments:

Acquisition and employee costs (1)

376

120

139

Investment income (2)

153

Depreciation (3)

488

101

110

180

Total Non-GAAP Adjustments

1,017

174

199

257

387

Non-GAAP adjusted EBITDA for KSX segment

7,079

1,917

1,933

1,401

1,828

(1)

Costs associated with acquisitions and employees assisting during a transition period and are not expected to be replaced once transition period has ended (approximately one year from acquisition date).

(2)

Investment income from interest on client deposits (Ravix, CSuite), as well as imputed interest on long-term software contracts (SPI).

(3)

The June 30, 2024 quarter includes a one-time catch-up for depreciation associated with the finalization of the DDI purchase accounting.

Kingsway Financial Services Inc.

Reconciliation of Extended Warranty Segment Operating Income to Non-GAAP Adjusted EBITDA

and Pro Forma Non-GAAP Adjusted EBITDA

(in thousands)

(UNAUDITED)

Twelve Months Ended

For the Three Months Ended

3/31/26

12/31/25

9/30/25

6/30/25

GAAP Operating Income for Extended Warranty segment

900

261

301

401

(63

)

Non-GAAP Adjustments:

Investment income (1)

1,347

340

342

324

341

Employee costs

302

—

302

Other costs (2)

158

—

158

—

Depreciation

170

Total Non-GAAP Adjustments

1,977

387

547

361

682

Non-GAAP adjusted EBITDA for Extended Warranty segment

2,877

648

848

762

619

Twelve Months Ended

For the Three Months Ended

3/31/25

12/31/24

9/30/24

6/30/24

GAAP Operating Income for Extended Warranty segment

5,381

515

1,918

1,704

1,244

Non-GAAP Adjustments:

Investment income (1)

1,289

247

394

327

321

Employee costs

—

Depreciation

174

Total Non-GAAP Adjustments

1,513

335

433

368

377

Non-GAAP adjusted EBITDA for Extended Warranty segment

6,894

850

2,351

2,072

1,621

(1)

Investment income arising as part of Extended Warranty segment’s minimum holding requirements, as well as realized gains and losses resulting from investments either held in trust as part of Extended Warranty segment’s minimum holding requirements or from the deployment of excess cash.

(2)

Other costs include one-time items not expected to be incurred going forward.

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Document And Entity Information

May 07, 2026

Document Information [Line Items]

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10 S. Riverside Plaza, Suite 1520

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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