Kingsway Corporation (NYSE: KWY) completes rebrand and ticker change

Rhea-AI Filing Summary

Kingsway Corporation has changed its corporate name from Kingsway Financial Services Inc. after shareholders approved the move with 99.7% support at the 2026 Annual Meeting. The company states the charter and bylaw amendments are solely to reflect the new name and do not affect shareholder rights.

The company’s common stock now trades on the New York Stock Exchange under the new ticker symbol KWY, effective May 19, 2026, while the CUSIP number and share structure, including the $0.01 par value per share, remain unchanged.

8-K Event Classification

4 items: 5.03, 7.01, 8.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shareholder approval: 99.7% Effective date: May 19, 2026 New ticker symbol: KWY +2 more

5 metrics

Shareholder approval 99.7% Support for corporate name change at 2026 Annual Meeting

Effective date May 19, 2026 Name and NYSE ticker change to KWY effective

New ticker symbol KWY Kingsway common stock on New York Stock Exchange

Common stock par value $0.01 per share Par value of Kingsway Corporation common stock

Commission File Number 001-15204 SEC registration reference for Kingsway Corporation

Key Terms

Search Fund model, adjusted EBITDA, forward-looking statements, decentralized management model, +1 more

5 terms

Search Fund model financial

"the only publicly-traded US company employing the Search Fund model to acquire and build great businesses"

An investment approach where an entrepreneur raises money from backers to hunt for, buy, and run one privately held company; investors fund both the search and the acquisition in exchange for an ownership stake. Think of it like hiring a scout to find and operate a promising small business: it can deliver outsized, long-term returns if the manager succeeds, but it is concentrated, hands-on, and usually illiquid, so investor selection and trust in the operator matter.

adjusted EBITDA financial

"the growth of our Kingsway Search Xcelerator platform, which now represents the clear majority of both our revenue and adjusted EBITDA"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

forward-looking statements regulatory

"This press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

decentralized management model financial

"Kingsway seeks to compound long-term shareholder value on a per share basis via its decentralized management model"

asset-light financial

"a collection of high-quality B2B and B2C services companies that are asset-light, growing, profitable, and that have recurring revenues"

A business described as "asset-light" relies on few owned physical assets—such as factories, real estate, or heavy equipment—and instead uses partners, contractors, or lease arrangements to deliver products or services. For investors, this model can mean lower upfront investment, faster scaling and often higher profit margins, but it also increases dependence on outside providers and can create less predictable costs and supply risks—like renting tools instead of owning them.

Understanding 8-K Material Events →

false 0001072627 0001072627 2026-05-19 2026-05-19

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 18, 2026

KINGSWAY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-15204	85-1792291
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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	KWY	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. ☐

--12-31

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following shareholder approval of a change in the corporate name of Kingsway Financial Services Inc. (the “Company”) to “Kingsway Corporation” at the 2026 Annual Meeting of Shareholders, on May 18, 2026 the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and approved an amendment to the Bylaws of the Company. The amendments to the Company’s Restated Certificate of Incorporation and Bylaws are solely intended to reflect the name change and not to affect the rights of the Company’s shareholders.

Copies of the Certificate of Amendment and the Amendment to the Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 7.01 Regulation FD Disclosure.

On May 19, 2026, the Company issued a press release announcing the name change of the Company. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference.

The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 8.01 Other Events.

In connection with the name change of the Company, the Company’s common stock will begin trading on the New York Stock Exchange under the new ticker symbol "KWY" at the opening of trading on May 19, 2026.

The CUSIP number for the Company’s common stock remains unchanged.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

	3.1	Certificate of Amendment to the Restated Certificate of Incorporation of Kingsway Corporation, dated May 18, 2026
	3.2	Amendment Number 1 to the By-Laws of Kingsway Corporation, dated May 18, 2026
	99.1	Press Release titled "Kingsway Announces Name Change to Kingsway Corporation and Stock Ticker Change to KWY"
	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 CORPORATION
Date: May 19, 2026	By:	/s/ Kent A. Hansen
		Kent A. Hansen, Chief Financial Officer

Exhibit 99.1

KINGSWAY ANNOUNCES NAME CHANGE TO KINGSWAY CORPORATION AND STOCK TICKER CHANGE TO KWY

-- Name Change Approved by Shareholders with 99.7% Support --

-- Name Change and Stock Ticker Change Effective as of May 19, 2026 --

Chicago - May 19, 2026 - (NYSE: KWY) Kingsway Corporation (“Kingsway” or the “Company”), the only publicly-traded US company employing the Search Fund model to acquire and build great businesses, today announced shareholder approval of its name change to Kingsway Corporation. The Company’s name change, along with the change of its stock ticker to KWY, are effective as of May 19, 2026.

"I am pleased to share our name change to Kingsway Corporation was overwhelmingly approved by Kingsway’s shareholders at our Annual General Meeting and is effective as of today,” said JT Fitzgerald, Kingsway’s President and CEO. “This marks a milestone for Kingsway as we rebrand to better reflect the evolution of our business and the growth of our Kingsway Search Xcelerator platform, which now represents the clear majority of both our revenue and adjusted EBITDA. Today’s name change better aligns our public identity with what we have built to date and with our strategy to compound long-term shareholder value by employing the Search Fund model to acquire and build a collection of high-quality, asset-light services businesses under the leadership of our talented and entrepreneurial operator CEO’s.”

About the Company

Kingsway Corporation 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.

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 Corporation

Kent Hansen, CFO

(312) 766-2163

khansen@kingsway-financial.com

FAQ

What did Kingsway Corporation (KFS) announce regarding its corporate name?

Kingsway Corporation announced that shareholders approved changing its name from Kingsway Financial Services Inc. The change was supported by 99.7% of votes at the 2026 Annual Meeting and is reflected in amended charter and bylaw documents filed in Delaware.

When does Kingsway Corporation’s stock begin trading under the KWY ticker?

Kingsway Corporation’s common stock begins trading on the New York Stock Exchange under the new ticker symbol KWY on May 19, 2026. The effective date covers both the corporate name change and the ticker change as described in the company’s disclosure and press release.

Does Kingsway Corporation’s name change affect shareholder rights?

The company states the amendments to its Restated Certificate of Incorporation and Bylaws are solely to reflect the new corporate name. It specifically notes these changes are not intended to affect the rights of shareholders, indicating ownership terms and protections remain the same.

Did Kingsway Corporation change its CUSIP number with the KWY ticker update?

Kingsway Corporation reports that its CUSIP number for common stock remains unchanged despite the name and ticker change. Only the corporate name and New York Stock Exchange symbol were updated, while the underlying security identifier and capital structure stay consistent for investors.

How strongly did Kingsway Corporation (KFS) shareholders support the name change?

Shareholders approved the name change to Kingsway Corporation with 99.7% support. This high approval level was highlighted in the company’s press release, indicating broad shareholder backing for the rebranding aligned with its Search Fund model and Kingsway Search Xcelerator platform strategy.

What business model does Kingsway Corporation highlight in its name change release?

Kingsway Corporation describes itself as the only publicly traded U.S. company using the Search Fund model to acquire and build businesses. It emphasizes a portfolio of asset-light, growing, profitable B2B and B2C services companies with recurring revenues under a decentralized management structure.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.0 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 10.3 KB
• EX-3.2 EXHIBIT 3.2 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB