UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event Reported): July 28, 2023

Conifer Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

Michigan
001-37536
27-1298795
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

3001 West Big Beaver Road, Suite 200
Troy, MI 48084
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (248) 559-0840

(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:

☒
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
Common Stock, no par value
  
CNFR
  
The Nasdaq Stock Market LLC

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. ☐

Item 2.02.
Results of Operations and Financial Condition.

On July 28, 2023, Conifer Holdings, Inc. (the “Company”) issued a press release providing preliminary unaudited results for the second quarter ended June 30, 2023. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference in its entirety.

The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this current report on Form 8-K (including Exhibit 99.1) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01
Financial Statements and Exhibits.

Press Release Announcing Conifer Holdings, Inc.’s Estimated Storm Losses for Second Quarter 2023, dated July 28, 2023
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 
Conifer Holdings Inc.
     
Date: July 28, 2023
By:
/s/ BRIAN J. RONEY
   
Brian J. Roney
   
President


Exhibit 99.1
 
 
News Release

For Further Information:
Jessica Gulis, 248.559.0840
ir@cnfrh.com

Conifer Holdings Announces Estimated Storm Losses for Second Quarter 2023
 
Birmingham, MI, July 28, 2023 - Conifer Holdings, Inc. (Nasdaq: CNFR) (“Conifer” or the “Company”) today announced preliminary unaudited pre-tax net catastrophe loss estimates for the second quarter ended June 30, 2023.
 
The Company expects pre-tax catastrophe losses of approximately $5.4 million during the second quarter ending June 30, 2023.  These losses stemmed predominantly from the multiple convection storms that largely impacted Oklahoma and Texas in the second quarter. As a result, the Company expects to post a net loss of approximately $4.7 million in the period.  These amounts represent management’s best estimates as of the date of this press release and are subject to change.
 
Excluding the impact of these storm-related losses, in the second quarter of 2023, the Company estimates it would have posted net income of approximately $700,000.
 
While the Company currently expects its results for the six months ended June 30, 2023 to be near the approximate amounts set forth above, the review of the Company’s financial statements for the six months ended June 30, 2023 has not been completed. During the course of the Company’s preparation of its financial statements and related notes and the completion of the review for the six months ended June 30, 2023, additional adjustments to the preliminary estimated financial information presented below may be identified. Any such adjustments may be material. The Company’s independent registered public accounting firm, Plante & Moran, PLLC, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial data, and, accordingly, Plante & Moran, PLLC does not express an opinion or any other form of assurance with respect thereto.
 
The Company will host a conference call/webcast on Thursday, August 10, 2023 at 8:30am Eastern Time to discuss full financial results for the second quarter ended June 30, 2023.  The Company plans to release its second quarter financial results after the market closes on Wednesday, August 9, 2023.
 
Conifer Holdings, Inc.
Page 2
July 28, 2023
 
Investors, analysts, employees and the public are invited to listen to the conference call via:
 
Webcast:
CNFR Q2 2023 Financial Results Webcast
 
or on the Event Calendar at IR.CNFRH.com
Conference Call:
844-868-8843 (domestic) or 412-317-6589 (international)

The webcast will be archived and available for replay on the Conifer Holdings website at IR.CNFRH.com.
 
Individuals who listen to the call should refer to Conifer Holdings’ audited consolidated financial statements and related notes included in its annual form 10-K, filed on March 27, 2023 with the Securities and Exchange Commission (the “SEC”).
 
About the Company
 
Conifer Holdings, Inc. is a specialty insurance holding company, offering customized coverage solutions tailored to the needs of our insureds nationwide.  Conifer is traded on the NASDAQ exchange under the symbol “CNFR”.   Additional information is available on the Company’s website at www.CNFRH.com.
 
Forward-Looking Statement
 
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include Conifer’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 27, 2023 and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this report speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.
 
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Document and Entity Information
Jul. 28, 2023
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Jul. 28, 2023
Entity File Number 001-37536
Entity Registrant Name Conifer Holdings, Inc.
Entity Central Index Key 0001502292
Entity Incorporation, State or Country Code MI
Entity Tax Identification Number 27-1298795
Entity Address, Address Line One 3001 West Big Beaver Road
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Troy
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48084
City Area Code 248
Local Phone Number 559-0840
Title of 12(b) Security Common Stock, no par value
Trading Symbol CNFR
Security Exchange Name NASDAQ
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Pre-commencement Issuer Tender Offer false
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