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): March 18, 2025

 

NI Holdings, Inc.
(Exact name of registrant as specified in its charter)
North Dakota		001-37973		81-2683619
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
1101 First Avenue North Fargo, North Dakota
(Address of principal executive offices)
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)
☐	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, $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. ☐

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Director

 

On March 18, 2025, the Board of Directors (the “Board”) of NI Holdings, Inc. (the “Company”), increased the size of the Board to nine directors and appointed Dave L. Stende as a director effective April 1, 2025, to serve until the 2025 Annual Meeting of Stockholders, or until his earlier death, disqualification, resignation, or removal. The Board has determined that Mr. Stende is an independent director under the listing standards of the Nasdaq Capital Market. Mr. Stende will serve as a member of the Board’s Audit Committee.

 

There are no family relationships between Mr. Stende and any director or executive officer of the Company and Mr. Stende does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Upon the effectiveness of Mr. Stende’s appointment to the Board, Mr. Stende will be eligible to receive the standard compensation received by non-employee directors, which compensation was last described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2024, and is incorporated herein by reference.

 

 

 

 

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.
Date: March 21, 2025	By:	/s/ Seth C. Daggett
		Seth C. Daggett
		President and Chief Executive Officer