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Kingsway Financial Services (KFS) director discloses stock option exercises

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

Rhea-AI Filing Summary

Kingsway Financial Services director Adam Jonathan Patinkin reported indirect acquisitions of the company’s common stock through investment funds he manages. On December 17, 2025, David Capital Partners Fund, LP exercised options to acquire 275,000 shares at $8.25 per share, and David Capital Partners Special Situation Fund, LP exercised options to acquire an additional 540,000 and 500,000 shares at the same price. The funds also hold 26,000 shares of Class D Preferred Stock, each convertible into 2.63158 common shares, with all outstanding Class D Preferred Stock scheduled to be redeemed by Kingsway on May 8, 2032.

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SEC Form 4
FORM 4 UNITED 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*
Patinkin Adam Jonathan

(Last) (First) (Middle)
737 N. MICHIGAN AVE.
SUITE 1405

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KINGSWAY FINANCIAL SERVICES INC [ KFS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 12/17/2025 X 275,000 A $8.25 1,023,000 I by David Capital Partners Fund, LP(1)
Common Stock 12/17/2025 X 540,000 A $8.25 1,024,000 I by David Capital Partners Special Situation Fund, LP(2)
Common Stock 12/17/2025 X 500,000 A $8.25 1,524,000 I by David Capital Partners Special Situation Fund, LP(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class D Preferred Stock $9.5(3) 05/08/2025 05/08/2032(3) Common Stock 68,421.08(3) 26,000 I by David Capital Partners Special Situation Fund, LP
Stock Option (Right to Buy) $8.25(4) 12/17/2025 X 275,000 12/17/2025(4) 12/29/2025(4) Common Stock 275,000 $0 0 I by David Capital Partners Fund, LP
Stock Option (Right to Buy) $8.25(4) 12/17/2025 X 540,000 12/17/2025(4) 12/29/2025(4) Common Stock 540,000 $0 0 I by David Capital Partners Special Situation Fund, LP
Stock Option (Right to Buy) $8.25(5) 12/17/2025 X 500,000 12/17/2025(5) 12/29/2025(5) Common Stock 500,000 $0 0 I by David Capital Partners Special Situation Fund, LP
Explanation of Responses:
1. David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Fund, LP ("DCP Fund"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. Due to his position as managing partner of David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Fund. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
2. David Capital Partners, LLC, as the investment manager and general partner of David Capital Partners Special Situation Fund, LP ("DCP Special"), may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. Due to his position as managing partner of David Capital Partners, LLC, Mr. Patinkin may be deemed to be a beneficial owner of the shares of common stock disclosed as directly owned by DCP Special. David Capital Partners, LLC and Mr. Patinkin expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
3. The shares of Class D Preferred Stock of Kingsway Financial Services Inc. (the "Company") have a stated value of $25 per share and are convertible at any time into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at a conversion basis equal to 2.63158 shares of Common Stock for each share of Class D Preferred Stock, subject to customary adjustments. All outstanding shares of Class D Preferred Stock shall be redeemed by the Company on May 8, 2032.
4. DCP Fund and DCP Special entered into an option agreement, dated March 31, 2025, with Stilwell Value LLC, to acquire 275,000 and 540,000 shares of common stock, respectively, at an exercise price of $8.25 per share, which options were originally exercisable by DCP Fund and DCP Special together in whole, and not in part, on December 29, 2025 and which were set to expire at 5:00 p.m. Eastern Time on December 29, 2025. The option agreement was amended on December 17, 2025, so that the options became exercisable at any time prior to 5:00 p.m. Eastern Time on December 29, 2025.
5. DCP Special entered into an option agreement, dated March 31, 2025, with Oakmont Capital Inc., to acquire 500,000 shares of common stock at an exercise price of $8.25 per share, which option was originally exercisable in whole, and not in part, on December 29, 2025 and which was set to expire at 5:00 p.m. Eastern Time on December 29, 2025. The option agreement was amended on December 17, 2025, so that the options became exercisable at any time prior to 5:00 p.m. Eastern Time on December 29, 2025.
/s/ Robert E. Buckner II, attorney-in-fact for Adam Jonathan Patinkin 12/18/2025
** Signature of Reporting Person Date
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.

FAQ

What insider stock transactions did Kingsway Financial Services (KFS) disclose?

The report shows indirect acquisitions of Kingsway common stock tied to option exercises on December 17, 2025: 275,000 shares, 540,000 shares, and 500,000 shares, all at an exercise price of $8.25 per share.

Who is the reporting person in this Kingsway Financial Services (KFS) Form 4?

The reporting person is Adam Jonathan Patinkin, a director of Kingsway Financial Services Inc. The common shares and derivatives are reported as indirectly owned through David Capital Partners Fund, LP and David Capital Partners Special Situation Fund, LP.

Which investment funds now hold the acquired KFS common shares?

David Capital Partners Fund, LP is shown acquiring 275,000 shares of Kingsway common stock, while David Capital Partners Special Situation Fund, LP is shown acquiring 540,000 and 500,000 shares, all at $8.25 per share, with the holdings reported as indirect ownership for the director.

What are the key terms of Kingsway’s Class D Preferred Stock mentioned in the filing?

The funds hold 26,000 shares of Kingsway Class D Preferred Stock, each with a stated value of $25 and convertible at any time into 2.63158 Kingsway common shares per preferred share, for 68,421.08 underlying common shares. All outstanding Class D Preferred Stock is to be redeemed by the company on May 8, 2032.

What are the option agreement terms behind the recent KFS stock option exercises?

On March 31, 2025, DCP Fund and DCP Special entered into option agreements with Stilwell Value LLC for 275,000 and 540,000 shares, and DCP Special entered into an option agreement with Oakmont Capital Inc. for 500,000 shares, each at an exercise price of $8.25 per share. These options were originally exercisable only in whole on December 29, 2025, expiring at 5:00 p.m. Eastern Time that day, and were amended on December 17, 2025 to be exercisable at any time before that deadline.

How does the filing describe Adam Jonathan Patinkin’s beneficial ownership of KFS shares?

The document states that David Capital Partners, LLC, as investment manager and general partner of the funds, and Mr. Patinkin, as managing partner of David Capital Partners, LLC, may be deemed beneficial owners of the shares held by the funds. Both David Capital Partners, LLC and Mr. Patinkin expressly disclaim beneficial ownership except to the extent of their pecuniary interest.

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