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Director-linked Palm Global fund adds 4,500 Kingsway (KFS) shares in open-market buys

Filing Impact
(Neutral)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Kingsway Corp director-linked fund increases stake with open-market buys. Palm Global Small Cap Master Fund LP, an entity associated with director Joshua Horowitz, purchased 3,800 shares of Kingsway common stock on May 29, 2026 at $9.9105 per share and 700 shares on May 28, 2026 at $9.95 per share, for a total of 4,500 shares. After these trades, Palm Global indirectly holds 372,000 common shares, while Horowitz directly holds 32,500 shares. In addition, Palm Global holds Class D Preferred Stock that is convertible into 36,842.4 common shares at a $9.50 conversion price, with all such preferred shares to be redeemed for cash on May 8, 2032. The filing notes Palm Management (US) LLC and Horowitz may be deemed beneficial owners of Palm Global’s holdings but expressly disclaim beneficial ownership except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Horowitz Joshua
Role null
Bought 4,500 shs ($45K)
Type Security Shares Price Value
Purchase Common Stock 3,800 $9.9105 $38K
Purchase Common Stock 700 $9.95 $7K
holding Class D Preferred Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 372,000 shares (Indirect, by Palm Global Small Cap Master Fund LP); Class D Preferred Stock — 36,842.4 shares (Indirect, Palm Global Small Cap Master Fund LP); Common Stock — 32,500 shares (Direct, null)
Footnotes (1)
  1. The shares of Class D Preferred Stock, par value $0.01 per share (the "Class D Preferred Stock"), of Kingsway Corporation (the "Company") have a stated value of $25 per share and are convertible at any time, at the holder's option, into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at an initial conversion price of $9.50 per share (or 2.6316 shares of Common Stock for each share of Class D Preferred Stock), subject to customary adjustments. The Company has the option to redeem 25% of the outstanding shares of Class D Preferred Stock for cash upon the occurrence of certain events. All then-outstanding shares of Class D Preferred Stock shall be redeemed by the Company for cash on May 8, 2032. Palm Management (US) LLC, as the investment manager of Palm Global Small Cap Master Fund LP ("Palm Global"), may be deemed to be a beneficial owner of the securities disclosed as directly owned by Palm Global. Due to his positions as a portfolio manager and special limited partner of Palm Global and as an employee of Palm Management (US) LLC, Mr. Horowitz may be deemed to be a beneficial owner of the securities disclosed as directly owned by Palm Global. Palm Management (US) LLC and Mr. Horowitz expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.80 to $9.95 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
Open-market purchase 1 3,800 shares at $9.9105 Common Stock bought on May 29, 2026
Open-market purchase 2 700 shares at $9.95 Common Stock bought on May 28, 2026
Total shares bought 4,500 shares Net open-market purchases in this Form 4
Indirect common holdings 372,000 shares Common Stock held indirectly after May 29, 2026
Direct common holdings 32,500 shares Common Stock held directly as of May 28, 2026
Preferred conversion price $9.50 per share Class D Preferred Stock conversion price into common
Underlying common shares 36,842.4 shares Common shares underlying Class D Preferred Stock
Preferred redemption date May 8, 2032 All then-outstanding Class D Preferred Stock redeemed for cash
Class D Preferred Stock financial
"The shares of Class D Preferred Stock, par value $0.01 per share..."
conversion price financial
"are convertible at any time... at an initial conversion price of $9.50 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
beneficial owner financial
"may be deemed to be a beneficial owner of the securities disclosed..."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein"
weighted average price financial
"The price reported represents a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Horowitz Joshua

(Last)(First)(Middle)
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET

(Street)
GREENWICH CONNECTICUT 06830

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
KINGSWAY Corp [ KWY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/28/2026P700A$9.95368,200Iby Palm Global Small Cap Master Fund LP(2)
Common Stock05/29/2026P3,800A$9.9105(3)372,000Iby Palm Global Small Cap Master Fund LP(2)
Common Stock32,500D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class D Preferred Stock$9.5(1)05/08/2025(1)05/08/2032(1)Common Stock36,842.4(1)14,000IPalm Global Small Cap Master Fund LP(2)
Explanation of Responses:
1. The shares of Class D Preferred Stock, par value $0.01 per share (the "Class D Preferred Stock"), of Kingsway Corporation (the "Company") have a stated value of $25 per share and are convertible at any time, at the holder's option, into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at an initial conversion price of $9.50 per share (or 2.6316 shares of Common Stock for each share of Class D Preferred Stock), subject to customary adjustments. The Company has the option to redeem 25% of the outstanding shares of Class D Preferred Stock for cash upon the occurrence of certain events. All then-outstanding shares of Class D Preferred Stock shall be redeemed by the Company for cash on May 8, 2032.
2. Palm Management (US) LLC, as the investment manager of Palm Global Small Cap Master Fund LP ("Palm Global"), may be deemed to be a beneficial owner of the securities disclosed as directly owned by Palm Global. Due to his positions as a portfolio manager and special limited partner of Palm Global and as an employee of Palm Management (US) LLC, Mr. Horowitz may be deemed to be a beneficial owner of the securities disclosed as directly owned by Palm Global. Palm Management (US) LLC and Mr. Horowitz expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
3. The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.80 to $9.95 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
/s/ Joshua Horowitz06/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Joshua Horowitz report in this Kingsway (KFS) Form 4 filing?

The filing shows entities associated with director Joshua Horowitz bought additional Kingsway common shares through Palm Global Small Cap Master Fund LP, and it updates his direct and indirect holdings, including convertible Class D Preferred Stock positions tied to Kingsway’s common stock.

How many Kingsway (KFS) shares were purchased and at what prices?

Palm Global Small Cap Master Fund LP bought 3,800 Kingsway common shares at $9.9105 per share on May 29, 2026 and 700 shares at $9.95 per share on May 28, 2026, totaling 4,500 newly acquired common shares.

What are Joshua Horowitz’s Kingsway (KFS) holdings after these transactions?

After the reported trades, Palm Global Small Cap Master Fund LP indirectly holds 372,000 Kingsway common shares, while Joshua Horowitz directly holds 32,500 common shares, according to the Form 4, reflecting both his personal and fund-related equity exposure.

What are the terms of Kingsway (KFS) Class D Preferred Stock held by Palm Global?

Palm Global holds Class D Preferred Stock with a stated value of $25 per share, convertible into Kingsway common at a $9.50 conversion price, or 2.6316 common shares per preferred share, with all then-outstanding Class D shares to be redeemed for cash on May 8, 2032.

How many Kingsway (KFS) common shares are tied to the Class D Preferred Stock position?

The Class D Preferred Stock position reported for Palm Global is convertible into 36,842.4 Kingsway common shares, based on the stated conversion rate of 2.6316 common shares for each share of Class D Preferred Stock at a $9.50 conversion price.

Does Joshua Horowitz fully own the Kingsway (KFS) shares held by Palm Global?

Palm Management (US) LLC, as investment manager of Palm Global, and Joshua Horowitz may be deemed beneficial owners of Palm Global’s Kingsway securities, but both expressly disclaim beneficial ownership except to the extent of their pecuniary interest in those securities.