Kingstone (NASDAQ: KINS) keeps CEO Meryl Golden to 2029 with stock grants
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kingstone Companies, Inc. has extended President and CEO Meryl Golden’s employment term through January 10, 2029 under a Fourth Amended and Restated Employment Agreement effective January 11, 2027. Her annual base salary remains $550,000, with an annual bonus equal to 3% of consolidated income from operations before taxes, capped at 1.25× her base salary.
Under certain conditions, she may receive severance equal to her base salary and 3% bonus for the remaining term, or 1.5× salary plus accrued 3% bonus after a change of control. She is also eligible for grants of 40,000 shares of restricted stock in each of January 2027 and January 2028, or equivalent cash if grants cannot be made. The Board cited her leadership in returning Kingstone to record profitability and highlighted a 2029 goal of $500 million in direct written premium.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO base salary: $550,000 per year
Performance bonus rate: 3% of consolidated income from operations before taxes
Bonus cap: 1.25× base salary
+4 more
7 metrics
CEO base salary
$550,000 per year
Annual base salary under Fourth Amended and Restated Employment Agreement
Performance bonus rate
3% of consolidated income from operations before taxes
Bonus excludes specified investment gains and losses; tied to operating performance
Bonus cap
1.25× base salary
Maximum annual bonus relative to $550,000 base salary
Change-of-control severance multiple
1.5× annual salary
Plus accrued 3% bonus upon certain terminations after change of control
Restricted stock per year
40,000 shares in 2027 and 40,000 in 2028
Annual restricted stock grants, with specified time-based vesting schedules
Contract term
January 11, 2027 to January 10, 2029
Effective period of the Fourth Amended and Restated Employment Agreement
Strategic premium target
$500 million direct written premium
Stated 2029 goal mentioned by CEO Meryl Golden
Key Terms
consolidated income from operations before taxes, change of control, restricted stock, direct written premium, +2 more
6 terms
consolidated income from operations before taxes financial
"an annual bonus equal to 3% of the Company’s consolidated income from operations before taxes"
change of control financial
"in the event of the termination of her employment following a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
restricted stock financial
"a grant, during each of January 2027 and January 2028, of 40,000 shares of restricted stock"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
risk-based capital financial
"the inability to maintain the requisite amount of risk-based capital needed to grow our business"
Risk-based capital is the amount of money a regulated financial or insurance company is required to hold so it can absorb losses from the specific risks it faces, such as investments, loans, or insurance claims. Think of it as a safety cushion sized to the company's risk profile; a larger cushion reduces the chance of insolvency and regulatory intervention. Investors watch this figure because it signals financial strength, the ability to meet obligations, and how much freedom the firm has to pay dividends or grow.
forward-looking statements regulatory
"This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report April 17, 2026
(Date of earliest event reported)
(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification Number) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (845 ) 802-7900
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 |
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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. □
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers.
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(e)
On April 17, 2026, Kingstone Companies, Inc. (the “Company”) and Meryl Golden, the Company’s President and Chief Executive Officer, entered into a Fourth Amended and Restated Employment Agreement (the “Amended Employment Agreement”). The Amended Employment Agreement is effective as of January 11, 2027 and expires on January 10, 2029. The Amended Employment Agreement extends the expiration date of the employment agreement currently in effect for Ms. Golden (the “Current Employment Agreement”) from January 10, 2027 to January 10, 2029.
Pursuant to the Amended Employment Agreement, Ms. Golden is entitled to receive an annual base salary of $550,000 (the same as currently in effect) and an annual bonus equal to 3% of the Company’s consolidated income from operations before taxes, exclusive of the Company’s consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base annual salary (the same as currently in effect). Pursuant to the Amended Employment Agreement (and as provided for in the Current Employment Agreement), in the event that Ms. Golden’s employment is terminated by the Company without cause or she resigns for good reason (each as defined in the Amended Employment Agreement), Ms. Golden would be entitled to receive her base salary and the 3% bonus for the remainder of the term. Ms. Golden would be entitled, under certain circumstances, to a payment equal to 1.5 times her then annual salary and her accrued 3% bonus in the event of the termination of her employment following a change of control of the Company (also as is provided for in the Current Employment Agreement). Pursuant to the Amended Employment Agreement, Ms. Golden will be entitled to receive, under certain circumstances, a grant, during each of January 2027 and January 2028, of 40,000 shares of restricted stock. The 2027 grant will become vested with respect to one-half of the award on each of the first and second anniversaries of the grant date. The 2028 grant will become vested on the first anniversary of the grant date. The above grants are generally consistent with the grants provided for in the Current Employment Agreement. In the event that the Company is precluded from making a grant to Ms. Golden in either 2027 or 2028, she would instead be entitled to a cash bonus for such year equal to 40,000 multiplied by the common stock market price at the time.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
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Item 7.01
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Regulation FD Disclosure.
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On April 20, 2026, the Company issued a press release (the “Press Release”) announcing that the Company and Meryl Golden, the Company’s President and Chief Executive Officer, entered into the Amended Employment Agreement. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Current Report on Form 8-K with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report with respect to the Press Release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits:
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10.1
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Fourth Amended and Restated Employment Agreement, dated as of April 17, 2026, by and between Kingstone Companies, Inc. and Meryl S. Golden.
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99.1
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Press release, dated April 20, 2026, issued by Kingstone Companies, Inc.
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104
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Cover Page Interactive Data File (embedded within the inline XBRL document).
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SIGNATURES
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.
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KINGSTONE COMPANIES, INC.
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Dated: April 20, 2026
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By:
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/s/ Randy Patten
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Randy Patten
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Chief Financial Officer
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Kingstone Extends Employment Agreement with President
and CEO Meryl Golden
KINGSTON, N.Y., April 20, 2026 – Kingstone Companies, Inc. (Nasdaq: KINS) (“Kingstone” or the “Company”), a property and casualty insurance holding company, today announced that its Board of Directors has agreed with Meryl Golden, the Company’s President and Chief Executive Officer, to extend the term of her employment agreement through January 10, 2029. The extension was recommended by the Compensation Committee. Ms. Golden’s current agreement was set to expire on January 10, 2027. Additional details regarding the terms of the agreement will be included in the Company's Current Report on Form 8-K.
“This extension follows a review by the Compensation Committee and reflects the Board’s confidence in Ms. Golden and in the plan she is executing. Under her direction, Kingstone has returned to record profitability and established a clear road map for measured expansion. With the Company’s entry into California and additional new-state expansion ahead, the Board concluded that Ms. Golden is the right leader to execute that plan, and extending her agreement now best serves shareholders,” said Thomas Newgarden, Chairman of the Board.
“I am grateful for the Board’s confidence and for the opportunity to continue leading this amazing company through its next phase of profitable growth. My work is not done, and I’m excited about the opportunities ahead to continue innovating and to lead our incredible team to achieve our 2029 goal of $500 million in direct written premium,” said Ms. Golden.
About Kingstone Companies, Inc.
Kingstone is a Northeast regional property and casualty insurance holding company whose principal operating subsidiary is Kingstone Insurance Company ("KICO"). KICO is a New York domiciled carrier writing business through retail and wholesale agents and brokers. Kingstone delivers tailored homeowners insurance solutions through its sophisticated product suite, Select, supported by a scalable and efficient operating platform that enables the Company to pursue significant market opportunities and strategic expansion. KICO was the 11th largest writer of homeowners insurance in New York in 2025 and is also licensed in New Jersey, Rhode Island, Massachusetts, Connecticut, Pennsylvania, New Hampshire, and Maine.
Investor Relations Contact:
Elevate IR
KINS@elevate-ir.com
720-330-2829
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. These statements involve risks and uncertainties that could cause actual results to differ materially from those included in forward-looking statements due to a variety of factors. For more details on factors that could affect expectations, see Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
The risks and uncertainties include, without limitation, the following:
- the risk of significant losses from catastrophes and severe weather events;
- risks related to the lack of a financial strength rating from A.M. Best;
- risks related to limitations on the ability of our insurance subsidiary to pay dividends to us;
- adverse capital, credit and financial market conditions;
- risks related to volatility in net investment income;
- the unavailability of reinsurance at current levels and prices;
- the exposure to greater net insurance losses in the event of reduced reliance on reinsurance;
- the credit risk of our reinsurers;
- the inability to maintain the requisite amount of risk-based capital needed to grow our business;
- the effects of climate change on the frequency or severity of weather events and wildfires;
- risks related to the limited market area of our business;
- risks related to a concentration of business in a limited number of producers;
- legislative and regulatory changes, including changes in insurance laws and regulations and their application by our regulators;
- the effects of competition in our market areas;
- our reliance on certain key personnel;
- risks related to security breaches or other attacks involving our computer systems or those of our vendors;
- our reliance on information technology and information systems; and
- risks related to our diversification and growth strategy, including with regard to the California market.
Kingstone undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
FAQ
What did Kingstone Companies (KINS) announce about CEO Meryl Golden’s contract?
Kingstone extended CEO Meryl Golden’s employment agreement through January 10, 2029. The Board’s decision follows a Compensation Committee review and reflects confidence in her leadership, citing record profitability and a clear plan for measured geographic expansion, including entry into California.
What are Meryl Golden’s key compensation terms under Kingstone’s new agreement?
Meryl Golden’s annual base salary remains $550,000, plus an annual bonus of 3% of consolidated income from operations before taxes, excluding investment items, capped at 1.25 times her base salary. These terms are described as consistent with her current employment agreement structure.
What severance protections does Meryl Golden receive in the amended Kingstone agreement?
If her employment is terminated without cause or she resigns for good reason, she is entitled to base salary and the 3% bonus for the remainder of the term. Following a change of control, certain terminations trigger 1.5 times salary plus her accrued 3% bonus.
What equity or cash awards can Meryl Golden receive under the new Kingstone deal?
She may receive grants of 40,000 restricted shares in each of January 2027 and January 2028. If Kingstone cannot grant stock in either year, she instead receives a cash bonus equal to 40,000 multiplied by the common stock market price at that time.
How do the restricted stock vesting terms work for Kingstone’s CEO awards?
The 2027 restricted stock grant vests in two equal installments on the first and second anniversaries of the grant date. The 2028 grant vests fully on the first anniversary of its grant date, providing a structured, time-based incentive over the extended contract period.
What strategic goals did Kingstone highlight alongside the CEO agreement extension?
Kingstone pointed to its return to record profitability and a roadmap for measured expansion, including entry into California and additional new states. Meryl Golden referenced a 2029 goal of achieving $500 million in direct written premium as a key long-term target.