10-K/A: Conifer Holdings Files Amendment to 10-K to Correct Beneficial Ownership Calculation
10-K/A Amendment
Conifer Holdings files an amendment to its annual report on Form 10-K to correct a clerical error in the calculation of beneficial ownership percentages.
Summary
- Conifer Holdings, Inc. filed Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024.
- The amendment corrects a clerical error in the beneficial ownership table contained in Part III, Item 12 of the original Form 10-K.
- The correction pertains to the calculation of the beneficial ownership percentage of all named executive officers and directors as a group.
- The amendment also includes new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.
- The number of outstanding shares of the registrant's common stock as of April 28, 2025, was 12,222,881.
- As of April 7, 2025, Jeffrey Hakala and Gerald Hakala, through Clarkston Ventures, LLC, beneficially own 42.1% of the company's shares, including Series B Preferred Stock.
- All named executive officers and directors as a group beneficially own 50.9% of the company's shares as of April 7, 2025, including Series B Preferred Stock.
- James Petcoff beneficially owns 23.5% of the company's shares as of April 7, 2025.
Sentiment
Score: 7
Explanation: The document is a routine amendment to correct a clerical error, indicating standard corporate governance practices. The sentiment is neutral to slightly positive as it shows the company is taking steps to ensure accuracy in its reporting.
Positives
- The company is transparently correcting an error in its filings.
- The filing includes updated certifications from the CEO and CFO, ensuring compliance with regulatory requirements.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Employee | Nicholas Petcoff | 2024-08-30 | Employment terminated |
Stakeholder Impact
- Shareholders are provided with corrected information regarding beneficial ownership.
- The filing ensures compliance with SEC regulations, maintaining investor confidence.
Key Dates
| Date | Description |
|---|---|
| 2024-08-30 | Nicholas Petcoff's employment terminated |
| 2024-12-31 | Fiscal year ended |
| 2025-03-28 | Original Form 10-K filed |
| 2025-04-07 | Date for beneficial ownership calculation |
| 2025-04-28 | Number of outstanding shares of common stock |
| 2025-04-30 | Amendment No. 1 to the Annual Report on Form 10-K filed |
| 2025-05-09 | Date of CEO and CFO certifications |
Keywords
beneficial ownership, amendment, Form 10-K, Conifer Holdings, executive officers, directors, shares, stock, Clarkston Ventures, Jeffrey Hakala, Gerald Hakala, James Petcoff
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