KINGSWAY Corp Debt Disclosure
Debt consists of the following instruments at December 31, 2025 and December 31, 2024:
| (in thousands) | December 31, 2025 | December 31, 2024 | ||||||||||||||
| Principal | Carrying Value | Principal | Carrying Value | |||||||||||||
| Bank loans: | ||||||||||||||||
| KSX Term Loans | $ | 36,135 | $ | 35,551 | $ | 23,493 | $ | 23,100 | ||||||||
| KSX Revolvers | 2,053 | 2,053 | 950 | 950 | ||||||||||||
| Extended Warranty Term Loan and DDTL | 15,504 | 15,438 | 19,163 | 19,078 | ||||||||||||
| Extended Warranty Revolver | 2,000 | 2,000 | 1,000 | 1,000 | ||||||||||||
| Total bank loans | 55,692 | 55,042 | 44,606 | 44,128 | ||||||||||||
| Notes payable: | ||||||||||||||||
| KSX Notes Payable | 1,164 | 1,016 | — | — | ||||||||||||
| KSX Vehicle Loans | 630 | 630 | — | — | ||||||||||||
| KSX Equipment Loans | 326 | 326 | — | — | ||||||||||||
| Total notes payable | 2,120 | 1,972 | — | — | ||||||||||||
| Subordinated debt | 15,000 | 13,698 | 15,000 | 13,409 | ||||||||||||
| Total Debt | $ | 72,812 | $ | 70,712 | $ | 59,606 | $ | 57,537 | ||||||||
All of the KSX and Extended Warranty indebtedness arises from individual, stand-alone credit agreements with the applicable Company subsidiary. None of such indebtedness is guaranteed by the Company or any other subsidiary or affiliate of the Company other than the borrower entity and its direct subsidiary, if any, and there are no cross-collateral, cross-default or similar provisions in the credit agreements.
Term loans are carried in the consolidated balance sheets at their amortized cost, which reflects the monthly or quarterly pay-down of principal, as well as amortization of any debt discount and issuance costs using the effective interest rate method.
The various bank loans contain a number of covenants, including, but not limited to, a leverage ratio and a fixed charge ratio, all of which are as defined in and calculated pursuant to the respective bank loan agreements that, among other things, restrict the respective borrower’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets.
The contractual maturities of the Company's principal debt balances as of December 31, 2025 were as follows:
| (in thousands) | Principal Maturities | |||
| 2026 | $ | 9,706 | ||
| 2027 | 12,207 | |||
| 2028 | 8,639 | |||
| 2029 | 12,812 | |||
| 2030 | 6,834 | |||
| Thereafter | 22,614 | |||
| Total | $ | 72,812 |
| (a) | Bank loans - KSX: |
Ravix
As part of the acquisition of Ravix Group Inc. ("Ravix") on October 1, 2021, Ravix became a wholly owned subsidiary of Ravix Acquisition LLC ("Ravix LLC"), and together they borrowed from a bank a principal amount of $6.0 million in the form of a term loan, and established a $1.0 million revolver to finance the acquisition of Ravix. The term loan was due to mature on October 1, 2027.
The Ravix term loan has a carrying value of $8.3 million and $6.5 million as of December 31, 2025 and December 31, 2024, respectively. The Ravix revolver has a carrying value of $0.5 million at December 31, 2025 and December 31, 2024.
Since origination, the Ravix term loan and revolver have been amended as follows:
|
•
| Subsequent to the acquisition of CSuite Financial Partners, LLC ("CSuite") on November 1, 2022, CSuite became a wholly owned subsidiary of Ravix LLC. As a result of the acquisition of CSuite, on November 16, 2022, the Ravix term loan was amended to (1) include CSuite as a borrower; (2) borrow an additional principal amount of $6.0 million in the form of a supplemental term loan; and (3) amend the maturity date and interest rate of the $1.0 million Ravix revolver. The $6.0 million supplemental term loan was due to mature on November 16, 2028 and had an annual interest rate equal to the Prime Rate plus 0.75%. | |
|
•
| On July 23, 2024, Ravix, Ravix LLC and CSuite entered into a second amendment to the original Ravix term loan that provides for: (1) a principal prepayment of the original Ravix term loan of $1.5 million, partially financed by borrowing $0.5 million under the revolver and the remainder to be paid with available cash; and (2) amending the loan amortization payment schedule to provide for equal monthly payments through the loan maturity date. |
| • | On February 7, 2025, Ravix, Ravix LLC and CSuite entered into a fourth amendment to the Ravix term loan that provides for: (1) a new 2025 term loan in the principal amount of $9.1 million, with a maturity date of February 7, 2031; and (2) extending the maturity date of the revolver to February 7, 2027. In connection with the fourth amendment, Ravix used a portion of the proceeds to repay $6.4 million on the then outstanding term loan (original and supplemental). |
As a result of the fourth amendment, the Ravix term loan and revolver have an annual interest rate equal to the Prime Rate plus 0.5%. At December 31, 2025, the interest rate was 7.25%.
The various amendments to the term loan and revolver were not deemed to be substantially different than prior to the amendment; therefore, the amendments were accounted for as modifications. The unamortized debt discount and issuance costs from the original Ravix term loan at the modification date of $0.1 million were recorded as loss on extinguishment of debt and are included in non-operating other revenue, net in the consolidated statement of operations for the year ended December 31, 2025, since the original and supplemental term loans were fully repaid as part of the modification.
The Ravix term loan, as amended, is secured by certain of the equity interests and assets of Ravix and CSuite.
SNS
The SNS term loan has a carrying value of $2.5 million and $3.8 million as of December 31, 2025 and December 31, 2024, respectively. The SNS revolver has a carrying value of $1.0 and $0.5 million as of December 31, 2025 and December 31, 2024, respectively.
As part of the asset acquisition of Secure Nursing Service, Inc. on November 18, 2022, the Company formed Secure Nursing Service LLC ("SNS"), which became a wholly owned subsidiary of Pegasus Acquirer Holdings LLC ("Pegasus LLC"), and together they borrowed from a bank a principal amount of $6.5 million in the form of a term loan, and established a $1.0 million revolver to finance the acquisition of Secure Nursing Service, Inc. (together, the "SNS Loan"). The SNS Loan has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 5.00%. At December 31, 2025, the interest rate was 7.25%. The revolver matures on June 2, 2026 and the term loan matures on November 18, 2028. During 2025 and 2024, SNS borrowed $0.6 million and $0.4 million, respectively, under the revolver. As of December 31, 2025, the SNS revolver is fully drawn.
The SNS Loan is secured by certain of the equity interests and assets of SNS.
At each quarter end beginning March 31, 2024 through December 31, 2025, SNS was in default under the SNS Loan due to debt covenant violations related to the leverage and fixed charge ratios. The Company has entered into an amendment to the SNS Loan that waives the events of default for the fiscal quarter ended December 31, 2025. As of the report date, there is some uncertainty as to whether the Company will be in compliance with the covenants in future periods, and if not, when the Company will be able to cure any potential violations. A default may permit the lender to declare the amounts owed under the SNS Loan immediately due and payable, exercise their rights with respect to collateral securing the obligation, and/or exercise any other rights and remedies available.
DDI
The DDI term loan has a carrying value of $4.2 million and $5.5 million as of December 31, 2025 and December 31, 2024, respectively. The DDI revolver has a carrying value of $0.2 million and as of December 31, 2025 and December 31, 2024, respectively.
As part of the asset acquisition of DDI on October 26, 2023, DDI became a wholly owned subsidiary of DDI Acquisition, LLC ("DDI LLC"), and together they borrowed from a bank a principal amount of $5.6 million in the form of a term loan, and established a $0.4 million revolver to finance the acquisition of DDI (together, the "DDI Loan"). The DDI Loan has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 5.00%. At December 31, 2025, the interest rate was 7.25%. Monthly principal payments on the term loan began on December 15, 2024. The DDI revolver matures on November 1, 2026 and the term loan matures on October 26, 2029. During 2025, DDI borrowed $0.2 million and made principal repayments of less than $0.1 million under the revolver.
The DDI Loan is secured by certain of the equity interests and assets of DDI.
The Roundhouse term loan has a carrying value of $10.3 million as of December 31, 2025. At December 31, 2025, the balance of the revolver was .
As part of the acquisition of Roundhouse on July 1, 2025, Roundhouse became a wholly owned subsidiary of Longhorns Acquisition LLC ("Longhorns LLC"), and together they borrowed from a bank a principal amount of $11.0 million in the form of a term loan, and established a $0.5 million revolver to finance the acquisition of Roundhouse (together, the "Roundhouse Loan"). The Roundhouse term loan requires monthly payments of principal and interest and has an annual interest rate equal to the greater of the one-month term Secured Overnight Financing Rate ("SOFR") plus 3.3%, or 5.0%. At December 31, 2025, the interest rate was 7.38%. The Roundhouse term loan and revolver mature on July 1, 2035.
The Roundhouse Loan is secured by certain of the equity interests and assets of Roundhouse.
Kingsway Plumbing Holdco LLC ("KPH")
The KPH term loan had a carrying value of $3.6 million as of December 31, 2025. During the fourth quarter of 2025, KPH borrowed $0.4 million under the KPH revolver.
In 2025, the Company formed KPH, whose subsidiaries include Bud's Plumbing, Advanced Plumbing and Southside Plumbing. As part of the acquisition of Southside Plumbing on August 14, 2025, KPH and its subsidiaries borrowed from a bank a principal amount of $3.75 million in the form of a term loan, and established a $0.5 million revolver (together, the "KPH Loan"). The KPH term loan requires monthly payments of interest and has an annual fixed interest rate of 7.5%. Monthly principal payments on the KPH term loan begin September 14, 2026. The term loan matures on August 14, 2032. The KPH revolver requires monthly payments of interest and has an annual interest rate equal to the greater of the Prime Rate plus 0.75%, or 7.5%. The KPH revolver matures on August 14, 2026.
The KPH Loan is secured by certain of the equity interests and assets of KPH.
| (b) | Bank loans - Extended Warranty: |
Kingsway Warranty Holdings LLC ("KWH")
The KWH term loan has a carrying value of $10.8 million and $13.2 million as of December 31, 2025 and December 31, 2024, respectively. The KWH delayed draw term loan ("DDTL") has a carrying value of $4.7 million and $5.9 million as of December 31, 2025 and December 31, 2024, respectively. The KWH revolver has a carrying value of $2.0 million and $1.0 million as of December 31, 2025 and December 31, 2024, respectively.
In 2019, the Company formed KWH, whose original subsidiaries included IWS Acquisition Corporation ("IWS"), Geminus Holdings Company, Inc. ("Geminus") and Trinity Warranty Solutions LLC ("Trinity"). As part of the acquisition of PWI Holdings, Inc. ("PWI") on December 1, 2020, PWI became a wholly owned subsidiary of KWH, which borrowed a principal amount of $25.7 million from a bank, consisting of a $24.7 million term loan and a $1.0 million revolving credit facility.
The KWH term loan and revolver had an annual interest rate equal to SOFR, having a floor of 0.75%, plus spreads ranging from 2.62% to 3.12%, and was to mature on December 1, 2025.
Since origination, the KWH term loan and revolver have been amended as follows:
| • | On February 28, 2023, KWH entered into a second amendment that provides for an additional DDTL in the principal amount of up to $10.0 million, with a maturity date of December 1, 2025. All or any portion of the KWH DDTL, subject to a $2.0 million minimum draw amount, could be requested at any time through February 27, 2024. The proceeds are evidenced by an intercompany loan and guarantee between KAI and KWH. The principal amount shall be repaid in quarterly installments in an amount equal to 3.75% of the original amount of the drawn KWH DDTL. Proceeds from certain assets dispositions, as defined, may be required to be used to repay outstanding draws under the KWH DDTL. The KWH DDTL also increases the senior cash flow leverage ratio maximum permissible for certain periods. During the first quarter of 2024, the Company borrowed $3.5 million under the KWH DDTL and $0.5 million under the KWH revolver. | |
| • | On May 24, 2024, KWH entered into a third amendment that provides for: (1) a new term loan in the principal amount of $15.0 million, with a maturity date of May 24, 2029; and (2) a new DDTL in a principal amount of up to $6.0 million, with a maturity date of May 24, 2029. All or any portion of the DDTL, subject to a $2.0 million minimum draw amount, could be requested at any time in up to three advances through May 24, 2026. In connection with the third amendment, KWH used the proceeds from the amended loan to repay the following outstanding borrowings: (1) $9.6 million related to the original term loan; (2) $1.0 million related to the revolver; and (3) $3.1 million related to the KWH DDTL. The amended loan has an annual interest rate equal to SOFR, having a floor of 0.75%, plus spreads ranging from 2.62% to 3.12%. At December 31, 2025, the interest rate was 6.85%. During the third and fourth quarters of 2024, $6.0 million was borrowed under the amended KWH DDTL and $1.0 million was drawn on the KWH revolver. As of December 31, 2024 and December 31, 2025, the amended KWH DDTL is fully drawn. | |
| • | On December 18, 2025, KWH entered into a fifth amendment to the revolver that provides for: (1) an increase to the KWH revolver commitment from $1.0 million to $5.0 million; and (2) amends to maturity date of the KWH revolver to March 31, 2027. During the fourth quarter of 2025, KPH borrowed $1.0 million under the KWH revolver. |
The amendments were not deemed to be substantially different than prior to the amendments; therefore, the amendments were accounted for as a modification. The unamortized debt discount and issuance costs from the original term loan at the modification date of $0.2 million were recorded as loss on extinguishment of debt and are included in non-operating other revenue, net in the consolidated statement of operations for the year ended December 31, 2024 since the original debt was fully repaid as part of the modification.
The term loan and revolver, as amended, are secured by certain of the equity interests and assets of KWH and its subsidiaries.
| (c) | Notes payable: |
As part of the acquisition of Bud's Plumbing on March 14, 2025, Bud's Plumbing became a wholly owned subsidiary of KPH, and together they borrowed from the seller of Bud's Plumbing a principal amount of $1.25 million in the form of a promissory note, to partially finance the acquisition of Bud's Plumbing (the "KPH Note"). The KPH Note was recorded at its estimated fair value of $1.1 million, which included the unpaid principal amount of $1.25 million as of the date of acquisition less a discount of $0.2 million. The KPH Note required monthly payments of principal and interest and had an annual fixed interest rate of 6.00%. The KPH Note was due to mature on April 1, 2030; however on August 7, 2025, the KPH Note was repaid in full to the seller of Bud's Plumbing in exchange for shares of Kingsway common stock. See Note 20, "Shareholders' Equity," for further discussion of the exchange. The settlement of the KPH Note by issuing the Company's common shares is accounted for as a debt extinguishment. The difference between the reacquisition price of the debt and the net carrying amount of the KPH Note at the date of the exchange of $0.1 million is recorded as loss on extinguishment of debt and is included in non-operating other revenue, net in the consolidated statement of operations for the year ended December 31, 2025.
The following seller notes were entered into during 2025 in connection with various acquisitions which were used to partially finance the respective acquisitions:
| • | Advanced Plumbing on August 1, 2025, principal amount of $0.5 million in the form of a promissory note; and | |
| • | Southside Plumbing on March 14, 2025, principal amount of $0.5 million in the form of a promissory note. |
| (d) | Subordinated debt: |
On May 22, 2003, a subsidiary trust of the Company, Kingsway DE Statutory Trust III, issued $15.0 million of 30-year capital securities to third-parties in a private transaction. A corresponding floating rate junior subordinated deferrable interest debenture was then issued by KAI to the trust in exchange for the proceeds from the private sale. The floating rate debenture bears interest at the rate of CME Term SOFR, plus a spread of 4.20%. The Company has the right to call these securities at par value any time after five years from its issuance until its maturity.
The subordinated debt, or TruPs, is carried in the consolidated balance sheets at fair value. See Note 23, "Fair Value of Financial Instruments," for further discussion of the subordinated debt. The portion of the change in fair value of subordinated debt related to the instrument-specific credit risk is recognized in other comprehensive income.
The change in fair value of the Company’s subordinated debt is recorded in the consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 as follows:
| (in thousands) | Years ended December 31, | |||||||
| 2025 | 2024 | |||||||
| Increase (decrease) in fair value included in other comprehensive income (a) | $ | 258 | $ | (383 | ) | |||
| Loss on change in fair value included in consolidated statement of operations | $ | 31 | $ | 198 | ||||
| Increase (decrease) in fair value of subordinated debt | $ | 289 | $ | (185 | ) | |||
| (a) | attributable to instrument-specific credit risk |
The agreements governing the subordinated debt contain a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, make dividends and distributions, and make certain payments in respect of the Company’s outstanding securities.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 17, 2025 | |
| 2023 | Mar 5, 2024 | |
| 2022 | Mar 8, 2023 | |
| 2021 | Feb 28, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.