M3 Group discloses 1.65M shares (8.04%) in NI Holdings

Rhea-AI Filing Summary

NI Holdings, Inc. Schedule 13G/A (Amendment No. 2) reports that M3 Partners, L.P., with related entities M3 Funds, LLC and M3F, Inc., and individuals Jason A. Stock and William C. Waller, beneficially hold 1,652,020 shares of NI Holdings common stock, representing 8.04% of the class as of 03/31/2026.

The filing states the shares are owned directly by M3 Partners, L.P.; M3 Funds (general partner) and M3F, Inc. (investment adviser) are indirect holders, and Messrs. Stock and Waller are managers/MDs who could be deemed to share indirect beneficial ownership. Signatures appear on 04/23/2026.

Insights

Governance Analyst

Passive disclosure of an 8.04% stake by an investment group; routine ownership filing.

The Schedule 13G/A shows 1,652,020 shares beneficially owned by M3 Partners, L.P., and related entities, representing 8.04% of NI Holdings' common stock as of 03/31/2026. The filing attributes direct ownership to M3 Partners and indirect holdings to the general partner and investment adviser.

Because the filing reports ownership structure and shared voting/dispositive power rather than a transaction, immediate market impact is typically limited. Subsequent filings would show any changes in position or voting intentions.

Key Figures

Beneficially owned shares: 1,652,020 shares Percent of class: 8.04% CUSIP: 65342T106 +2 more

5 metrics

Beneficially owned shares 1,652,020 shares reported as of 03/31/2026

Percent of class 8.04% percent of common stock as of 03/31/2026

CUSIP 65342T106 NI Holdings common stock CUSIP on filing cover

Amendment number Amendment No. 2 Schedule 13G/A amendment label

Signatures dated 04/23/2026 signature dates on the amendment

Key Terms

Beneficially owned, Shared Dispositive Power, General Partner, Investment Adviser

4 terms

Beneficially owned regulatory

"Amount beneficially owned: The responses of each Reporting Person to row 9"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Shared Dispositive Power regulatory

"Shared Dispositive Power 1,652,020.00"

General Partner financial

"All of the reported shares are owned directly by M3 Partners, L.P., whose general partner is M3 Funds, LLC"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

Investment Adviser financial

"whose investment adviser is M3F, Inc."

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does M3 Partners report in NI Holdings (NODK)?

M3 Partners reports beneficial ownership of 1,652,020 shares (8.04%) as of 03/31/2026. The filing attributes direct ownership to M3 Partners, L.P., with M3 Funds, LLC and M3F, Inc. listed as related indirect owners and managers Jason A. Stock and William C. Waller included.

Who files this Schedule 13G/A for NI Holdings (NODK)?

The filing is by M3 Funds, LLC; M3 Partners, L.P.; M3F, Inc.; Jason A. Stock; and William C. Waller. They list a shared address of 2070 E 2100 S, Suite 250, Salt Lake City, UT, and provide signatures dated 04/23/2026 for the amendment.

How is voting and dispositive power reported in the filing?

The Schedule shows 0 sole voting/dispositive power and 1,652,020 shared voting and dispositive power. The filing explains that voting/disposition is held by M3 Partners, with the general partner and investment adviser noted as possible indirect beneficial owners.

What dates are relevant in this Schedule 13G/A for NODK?

The beneficial ownership is reported as of 03/31/2026, and the amendment is signed on 04/23/2026. Those are the explicit dates shown for the position and the filing signatures in the provided excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 03:13 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

NI HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

65342T106

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 65342T106

1

Names of Reporting Persons

M3 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,652,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,652,020.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,652,020.00

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)

8.04 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP Number(s): 65342T106

1

Names of Reporting Persons

M3 Partners, LP

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 1,652,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,652,020.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,652,020.00

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)

8.04 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 65342T106

1

Names of Reporting Persons

M3F, Inc.

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

UTAH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,652,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,652,020.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,652,020.00

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)

8.04 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP Number(s): 65342T106

1

Names of Reporting Persons

Jason A. Stock

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 1,652,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,652,020.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,652,020.00

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)

8.04 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 65342T106

1

Names of Reporting Persons

William C. Waller

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 1,652,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,652,020.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,652,020.00

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)

8.04 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NI HOLDINGS, INC.
(b)	Address of issuer's principal executive offices: 1101 First Avenue North, Fargo, ND 58102
Item 2.
(a)	Name of person filing: M3 Funds, LLC M3 Partners, LP M3F, Inc. Jason A. Stock William C. Waller
(b)	Address or principal business office or, if none, residence: For all persons filing, 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109
(c)	Citizenship: M3 Funds, LLC is a Delaware limited liability company M3 Partners, LP is a Delaware limited partnership M3F, Inc. is a Utah corporation Mr. Stock and Mr. Waller are United States citizens
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 65342T106
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: The responses of each Reporting Person to row 9 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4. All of the reported shares are owned directly by M3 Partners, L.P. ("M3 Partners"), whose general partner is M3 Funds, LLC (the "General Partner") and whose investment adviser is M3F, Inc. (the "Investment Adviser"). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners. Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
(b)	Percent of class: The responses of each Reporting Person to row 11 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The responses of each Reporting Person to row 5 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(ii) Shared power to vote or to direct the vote: The responses of each Reporting Person to row 6 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(iii) Sole power to dispose or to direct the disposition of: The responses of each Reporting Person to row 7 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(iv) Shared power to dispose or to direct the disposition of: The responses of each Reporting Person to row 8 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

M3 Funds, LLC

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock, Manager
Date:	04/23/2026

M3 Partners, LP

Signature:	By: M3 Funds, LLC, General Partner /s/ Jason A. Stock
Name/Title:	Jason A. Stock, Manager
Date:	04/23/2026

M3F, Inc.

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock, Managing Director
Date:	04/23/2026

Jason A. Stock

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock
Date:	04/23/2026

William C. Waller

Signature:	/s/ William C. Waller
Name/Title:	William C. Waller
Date:	04/23/2026