Kingsway Financial Services (KFS): Greenhaven Road Investment Management, MVM Funds, two affiliated funds, and Scott Miller filed a Schedule 13G reporting beneficial ownership of 1,970,536 shares of common stock, equal to 6.8% of the class. The ownership figure includes 660,000 shares that may be acquired within 60 days under an option agreement with a third party.
The reporting persons report shared voting and dispositive power over 1,970,536 shares and no sole power. The percentage is based on 28,873,415 shares outstanding as of August 7, 2025. Within the group, Fund 1 reports 915,059 shares (3.2%) and Fund 2 reports 1,055,477 shares (3.7%). The certification states the securities were not acquired to change or influence control.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KINGSWAY FINANCIAL SERVICES INC
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
496904202
(CUSIP Number)
10/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
496904202
1
Names of Reporting Persons
Greenhaven Road Investment Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,970,536.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,970,536.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,536.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 660,000 shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer that may be acquired by certain Reporting Persons within 60 days pursuant to an option agreement with a third-party to acquire shares of Common Stock (the "Option Agreement").
(2) The figure in Item 11 is based upon 28,873,415 shares of Common Stock outstanding as of August 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 7, 2025, by the Issuer with the U.S. Securities and Exchange Commission (the "SEC").
SCHEDULE 13G
CUSIP No.
496904202
1
Names of Reporting Persons
MVM Funds LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,970,536.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,970,536.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,536.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 660,000 shares of Common Stock of the Issuer that may be acquired by certain Reporting Persons within 60 days pursuant to the Option Agreement.
(2) The figure in Item 11 is based upon 28,873,415 shares of Common Stock outstanding as of August 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 7, 2025, by the Issuer with the SEC.
SCHEDULE 13G
CUSIP No.
496904202
1
Names of Reporting Persons
Greenhaven Road Capital Fund 1, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
915,059.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
915,059.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
915,059.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.2 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 306,504 shares of Common Stock of the Issuer, which is Fund 1's current allocable portion of the 660,000 shares of Common Stock of the Issuer that may be acquired within 60 days pursuant to the Option Agreement, which allocation is subject to change as determined by the Investment Manager in accordance with its allocation policies and procedures.
(2) The figure in Item 11 is based upon 28,873,415 shares of Common Stock outstanding as of August 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 7, 2025, by the Issuer with the SEC.
SCHEDULE 13G
CUSIP No.
496904202
1
Names of Reporting Persons
Greenhaven Road Capital Fund 2, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,055,477.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,055,477.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,055,477.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.7 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 353,496 shares of Common Stock of the Issuer, which is Fund 2's current allocable portion of the 660,000 shares of Common Stock of the Issuer that may be acquired within 60 days pursuant to the Option Agreement, which allocation is subject to change as determined by the Investment Manager in accordance with its allocation policies and procedures.
(2) The figure in Item 11 is based upon 28,873,415 shares of Common Stock outstanding as of August 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 7, 2025, by the Issuer with the SEC.
SCHEDULE 13G
CUSIP No.
496904202
1
Names of Reporting Persons
Miller Scott Stewart
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,970,536.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,970,536.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,970,536.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The figures in Items 6, 8, and 9 include 660,000 shares of Common Stock of the Issuer that may be acquired by certain Reporting Persons within 60 days pursuant to the Option Agreement.
(2) The figure in Item 11 is based upon 28,873,415 shares of Common Stock outstanding as of August 7, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 7, 2025, by the Issuer with the SEC.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
KINGSWAY FINANCIAL SERVICES INC
(b)
Address of issuer's principal executive offices:
10 S. RIVERSIDE PLAZA, SUITE 1520, CHICAGO, ILLINOIS, 60606.
Item 2.
(a)
Name of person filing:
This Schedule 13G (this "Statement") is jointly filed by and on behalf of each of (1) Greenhaven Road Investment Management, LP, a Delaware limited partnership (the "Investment Manager"); (2) MVM Funds, LLC, a New York limited liability company (the "General Partner"); (3) Greenhaven Road Capital Fund 1, L.P., a Delaware limited partnership ("Fund 1"); (4) Greenhaven Road Capital Fund 2, L.P., a Delaware limited partnership ("Fund 2", and together with Fund 1, the "Funds"); and (5) Scott Miller (each of the foregoing, a "Reporting Person" and collectively, the "Reporting Persons"). Subject to the Investment Manager's allocation of any shares of Common Stock of the Issuer acquired by the Investment Manager pursuant to the Option Agreement, the Funds are the record and direct beneficial owners of the securities covered by this Statement. The General Partner is the general partner of, and may be deemed to indirectly beneficially own securities owned by, the Investment Manager and both of the Funds. Mr. Miller is the manager of, and may be deemed to indirectly beneficially own securities owned by, the General Partner. The Investment Manager is the investment manager of, and may be deemed to indirectly beneficially own securities owned by, both of the Funds. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.
Each Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 8 Sound Shore Drive, Suite 210, Greenwich, CT 06830.
(c)
Citizenship:
See Item 4 on the cover pages hereto.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
496904202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 on the cover pages hereto.
(b)
Percent of class:
See Item 11 on the cover pages hereto.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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