4.
Goodwill and Intangible Assets

Data – Company 1

During the fourth quarter of 2021, the Company entered into a cross-license agreement with an independent third-party insurance company (“Company 1”) whereby the Company would receive historical data, refreshed on a periodic basis, in exchange for a license to use the Company’s proprietary software (once development is complete), common stock, and common stock warrants. The Company recorded deferred revenue of $90 for the promised software license to Company 1. This data is of significant value to the Company in development of its proprietary software. The Company determined a fair value of $2,379 for this data. In March 2023, the Company entered into an amended and restated agreement with Company 1 to sunset the data refresh provisions of the contract. Based on this change in contractual terms, the Company determined that the value of the data was not impaired and that the useful lives of the intangible data asset should be changed from indefinite to three years and began amortization in 2023. Amortization totaled $792 and $795 for 2025 and 2024, respectively.

Data – Company 2

During the fourth quarter of 2021, the Company entered into a cross-license agreement with an independent third-party insurance company (“Company 2”) whereby the Company would receive historical data, refreshed on a periodic basis, in exchange for a license to use the Company’s proprietary software (once development is complete), and common stock warrants. This data is of significant value to the Company in development of its proprietary software. The Company determined a fair value of $821 for this data. During 2022, Company 2 was placed into receivership by the FLOIR and data refreshes were discontinued. As a result, the Company determined the value of the data was not impaired and that the useful lives of the intangible data asset should be changed from indefinite to three years. The Company recorded deferred revenue of $90 in 2021 for the promised software license to Company 2. Due to the receivership and discontinued operations of Company 2 in 2022, the Company has written off deferred revenue of $90 in 2022. As a result of this writeoff, the carrying value of the intangible asset was reduced from $821 to $732. Amortization totaled $0 and $271 for 2025 and 2024, respectively.

Renewal Rights – SJIG Target LLC

In the first quarter of 2022, the Company acquired the renewal rights for over 60,000 policies via the acquisition of SJIG for $25 million. The purchase price included $15 million of cash and $10 million of notes issued to the former owners of SJIG, maturing in 2027. The acquired renewal rights were determined to have a useful life of 46 months, ending December 31, 2025. In 2025 and 2024, amortization of the renewal rights totaled $6,522 and $6,521, respectively.

Renewal Rights – Clegg

During the second quarter of 2022, the Company acquired 100% of the stock and ownership interests of Clegg Insurance Group, Inc. and Clegg Insurance Advisors, LLC (collectively, “Clegg”). The Company acquired renewal rights, initially valued at $1,553, which were estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The renewal rights were determined to have a useful life of four years. In December of 2023, the Company sold the commercial book of business of Clegg, which resulted in a decrease to the intangible asset of $435. In 2025 and 2024, amortization of the renewal rights totaled $279 and $281, respectively.

Clegg Goodwill

During the second quarter of 2022, the Company acquired 100% of the stock and ownership interests of Clegg. The Company paid cash and other consideration in excess of net assets totaling $2,603. This excess was allocated as Goodwill.

As of December 31, 2025 and 2024, goodwill was $2,603 and $2,603, respectively.

 

 

2025

 

 

2024

 

Goodwill balance, beginning of year

 

$

2,603

 

 

$

2,603

 

Goodwill acquired

 

 

 

 

 

 

Goodwill balance, end of year

 

$

2,603

 

 

$

2,603

 

 

The table below details the finite-lived intangible assets, net as of December 31, 2025 and the indefinite and finite-lived intangible assets for December 31, 2024, respectively:

 

 

For the year ended December 31, 2025

 

 

 

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

 

Useful Life

Renewal Rights - SJIG Target LLC

 

$

25,000

 

 

$

(25,000

)

 

$

 

 

46 months

Data - Company 2

 

 

732

 

 

 

(732

)

 

 

 

 

3 years

Renewal Rights - Clegg

 

 

1,118

 

 

 

(1,019

)

 

 

99

 

 

4 years

Data - Company 1

 

 

2,379

 

 

 

(2,379

)

 

 

 

 

3 years

 

$

29,229

 

 

$

(29,130

)

 

$

99

 

 

 

 

 

For the year ended December 31, 2024

 

 

 

 

Gross
Carrying
Value

 

 

Accumulated
Amortization

 

 

Net
Carrying
Value

 

 

Useful Life

Renewal Rights - SJIG Target LLC

 

$

25,000

 

 

$

(18,478

)

 

$

6,522

 

 

46 months

Data - Company 2

 

 

732

 

 

 

(732

)

 

 

 

 

3 years

Renewal Rights - Clegg

 

 

1,118

 

 

 

(740

)

 

 

378

 

 

4 years

Data - Company 1

 

 

2,379

 

 

 

(1,587

)

 

 

792

 

 

3 years

 

$

29,229

 

 

$

(21,537

)

 

$

7,692

 

 

 

 

As of December 31, 2025 and 2024, intangible assets were $99 and $7,692, respectively. Amortization expense for intangible assets after December 31, 2025 is as follows:

 

 

Estimated
Amortization

 

2026

 

 

99

 

 

$

99

 

 

About Goodwill & Intangibles Disclosures

Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.

Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.