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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October
10, 2025
| NI Holdings, Inc. |
| (Exact name of registrant as specified in its charter) |
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| North Dakota |
|
001-37973 |
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81-2683619 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
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1101 First Avenue North
Fargo, North Dakota |
| (Address of principal executive offices) |
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| 58102 |
| (Zip code) |
| |
| (701) 298-4200 |
| (Registrant’s telephone number, including area code) |
| |
| N/A |
| (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 (see General Instruction A.2 below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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, $0.01 par value per share |
NODK |
Nasdaq Capital Market |
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.☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”)
amends the Current Report on Form 8-K filed by NI Holdings, Inc. (the “Company”) on October 10, 2025 (the “Original
Form 8-K”), which disclosed, among other things, the appointment of Cindy L. Launer, a member of the Company’s Board of Directors,
as the Company’s Chief Executive Officer effective October 10, 2025. At the time of the filing of the Original Form 8-K, the Company’s
Board of Directors had not yet determined the terms of Ms. Launer’s compensation in connection with her appointment as Chief Executive
Officer. The Company is filing this Amendment to disclose Ms. Launer’s compensation for her service as Chief Executive Officer.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Form 8-K filed with
the Securities and Exchange Commission on October 10, 2025, the Company appointed Cindy L. Launer, a member of the Company’s Board
of Directors, as the Company’s President and Chief Executive Officer, effective October 10, 2025.
In connection with the foregoing, the Company’s
Board of Directors determined on October 24, 2025, that from October 10, 2025 to the end of the year, Ms. Launer’s compensation
as the Company’s President and Chief Executive Officer will consist of the following: (a) pro rata portion of annual base salary
of $750,000, (b) short-term incentive with a target payout of $150,000, and (c) a grant of $187,500 of restricted stock units with a standard
3-year vesting schedule, to be granted to Ms. Launer following the opening of the Company’s next trading window.
The Board of Directors further determined that, starting
on January 1, 2026, Ms. Launer’s compensation will consist of (a) annual base salary of $750,000, (b) annual short-term incentive
with a target payout equal to 80% of base salary (with payout percentages of 50% on threshold, 80% on target, and 140% on stretch), and
(c) annual long-term equity incentive equal to 100% of base salary with a standard 3-year vesting schedule.
Additionally, the Company will reimburse Ms. Launer
for moving expenses and provide short-term housing until she relocates to her new residence.
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.
| |
NI Holdings, Inc. |
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| Date: October 29, 2025 |
By: |
/s/ Matthew J. Maki |
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|
Matthew J. Maki |
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|
Chief Financial Officer |
