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Presurance Holdings (Nasdaq: PRHI) launches shareholder rights offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Presurance Holdings, Inc. has begun its previously announced rights offering for existing shareholders. Shareholders of record on February 6, 2026 are receiving a dividend of one non-transferable subscription right for each share of common stock held on that date.

Each subscription right allows the holder to purchase 1.145 shares of Presurance common stock at a subscription price of $1.00 per share, if exercised before 5:00 p.m. New York City time on February 24, 2026. Shareholders must submit completed rights certificates with full payment to the subscription agent, or instruct their broker or other nominee to act on their behalf, before the expiration time.

Any payment received that is not applied to exercised subscription rights will be refunded without interest or penalty. The rights offering is being conducted under Presurance’s effective registration statement on Form S-1 and related prospectus filed with the SEC.

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0001502292false0001502292prhi:NinePointSevenFivePercentSeniorNotesDue2028Member2026-02-062026-02-060001502292prhi:CommonStockNoParValueMember2026-02-062026-02-0600015022922026-02-062026-02-06

 

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

 

Date of Report (Date of earliest event Reported): February 6, 2026

 

Presurance Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Michigan

001-37536

27-1298795

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

3001 West Big Beaver, Suite 319

Troy, MI 48084

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (248) 509-9202

 

 

(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, no par value

 

PRHI

 

The Nasdaq Stock Market LLC

9.75% Senior Notes due 2028

 

PRHIZ

 

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 7.01. Regulation FD Disclosure.

On February 6, 2026, Presurance Holdings, Inc. (the “Company”) issued a press release announcing the commencement of its previously announced rights offering. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

 

 

Exhibit No.

Description

99.1

Press Release of the Company, dated February 6, 2026

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.

 

 

Presurance Holdings, Inc.

Date: February 6, 2026

By:

/s/ BRIAN J. RONEY

Brian J. Roney

Chief Executive Officer

 

 


 

img208036610_0.jpg

NEWS RELEASE

Presurance Holdings Rights Offering Begins

To Participate, Eligible Stockholders Should Consult Their Broker or Financial Advisor in Advance of the Rights Offering Expiration on February 24, 2026

 

 

TROY, Mich., Feb. 6, 2026 -- Presurance Holdings, Inc. (Nasdaq: PRHI) (“Presurance” or the “Company”) today announced the commencement of its rights offering, previously detailed in the Company’s Current Report on Form 8-K filed on January 28, 2026.

Shareholders of record on February 6, 2026 are now being distributed a dividend of one non-transferable Subscription Right (“Subscription Right”) for each share of common stock owned on the record date.

Each Subscription Right, when exercised before the expiration date of 5:00 p.m. New York City time on February 24, 2026, entitles the holders to purchase 1.145 shares of Presurance common stock at a subscription price of $1.00 per share.

 

A shareholder may exercise such shareholder’s subscription rights by properly completing and executing the rights certificate together with any required signature guarantees and forwarding it, together with full subscription payment, to the Subscription Agent prior to the expiration of the rights offering.

 

A shareholder who is a beneficial owner of shares of Presurance common stock that are registered in the name of a broker, custodian bank or other nominee, or a shareholder who holds Presurance common stock certificates and would prefer to have an institution conduct the transaction relating to the subscription rights on the shareholder’s behalf, should instruct such shareholder’s broker, custodian bank or other nominee or institution to exercise the subscription rights and deliver all documents and payment on your behalf prior to 5:00 p.m., New York City time, on February 24, 2026, which is the expiration of the rights offering.

 

 

Brokers may require earlier action to process orders. Exercise instructions received after the expiration date and time will not be honored, so investors who wish to participate must exercise ahead of the deadline.

 

 

Any payment received from the exercise of the subscription right and not applied to such exercise of the subscription rights will be refunded to the shareholder without interest or penalty.

For any questions or further information about this rights offering, please contact Broadridge Corporate Issuer Solutions, LLC at (855) 739-5068 or by email (shareholder@broadridge.com).

 


 

The Rights Offering is being made pursuant to Presurance’s effective registration statement on Form S-1 (File No. 333-292735), and a prospectus containing the detailed terms of the rights offering filed with the SEC. The information in this press release is not complete and is subject to change. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The rights offering is being made only by means of a prospectus. The prospectus incorporates all the Company’s SEC filings by reference. Copies of the prospectus, are being distributed to all subscription right recipients and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the offering.

 

About Presurance Holdings

Presurance Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, the Company provides specialty insurance coverage designed to protect individuals, businesses, and communities, with a focus on disciplined growth and long-term value creation. The Company trades on the Nasdaq Capital Market under the symbol PRHI. Additional information can be found on the Company’s website at ir.PREHLD.com.

 

 


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