UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to
Commission file number 001-37536
Conifer Holdings, Inc.

(Exact name of registrant as specified in its charter)
Michigan
  
27-1298795
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     

3001 West Big Beaver Road, Suite 319
    
Troy, Michigan
  
48084
(Address of principal executive offices)
  
(Zip code)

(248) 559-0840
(Registrant’s telephone number, including area code)
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
9.75% Senior Notes due 2028
CNFRZ
The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☑
Smaller reporting company ☑
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s Common Stock held by non-affiliates at June 30, 2024 was approximately $2.8 million, based on the Nasdaq closing price for such shares on that date. The registrant has no non-voting common equity.

The number of outstanding shares of the registrant’s common stock, no par value, as of April 28, 2025, was 12,222,881.

 Auditor Name: Plante & Moran, PLLC
Auditor Location: East Lansing, Michigan
PCAOB ID No.166

EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10-K (this “Amendment” or “Form 10-K/A”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed on March 28, 2025 by Conifer Holdings, Inc., a Michigan corporation (“Conifer” or the “Company”) as amended by Amendment No. 1 to the Annual Report on Form 10-K, filed on April 30. 2025 (together, the “Original Form 10-K”). Conifer is filing this Amendment  for the purpose of amending the beneficial ownership table contained in Part III, Item 12 to correct a clerical error in calculation of the beneficial ownership percentage of all named executive officers and directors as a group in the Original Form 10-K.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications by the principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15(a)(3) of Part IV is amended to include the currently dated certifications as exhibits. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Except for the amendments described above, this Form 10-K/A does not modify or update the disclosures in, or exhibits to, the Original Form 10-K.
 CONIFER HOLDINGS, INC. AND SUBSIDIARIES
Form 10-K/A

INDEX
 
Page No.
Part III
    
 
Items 12.
3
Part IV
    
 
Item 15.
5
 
6

2
CONIFER HOLDINGS, INC. AND SUBSIDIARIES
PART III
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock and Series B Preferred Stock as of April 7, 2025 for:

•
each of our directors and nominees for director;
•
each of our named executive officers;
•
all of our current directors and named executive officers as a group; and
•
each person or group, who beneficially owned more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership on 12,222,881 shares of our common stock outstanding as of April 7, 2025 and 1,500 shares of Series B Preferred Stock, with an aggregate of 2,443,353 votes. There are 315,000 authorized shares of our common stock that will be issued in the future pursuant to stock option awards. The table below reflects only outstanding shares relating to exercisable stock options as of 60 days following April 7, 2025.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Conifer Holdings, Inc., 3001 West Big Beaver Road, Suite 319, Troy, MI 48084. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

3
Name of Beneficial Owner
  
Number of
Shares
Beneficially
Owned
    
Number
of Shares
of
Series B
Preferred
Stock
    
Percentage
of Shares
Beneficially
Owned (1)
  
Named Executive Officers and Directors:
                  
Brian Roney (2)
    
634,232
            
4.0
%
Harold Meloche (3)
    
88,588
            
*
  
Timothy Lamothe
    
17,351
            
*
  
Joseph Sarafa
    
350,000
            
2.4
%
R. Jamison Williams, Jr.
    
440,752
            
3.0
%
Isolde O'Hanlon
    
5,000
            
*
  
John Melstrom
    
25,000
            
*
  
Jeffrey Hakala (4)
     3,735,769
      
1,500 (2,443,353 votes)
      
42.1
%
Gerald Hakala (4)
    
3,735,769
      
1,500 (2,443,353 votes)
       42.1
%
J. Grant Smith
    
—
      
—
      
*
  
Nicholas Petcoff (5)
    
275,314
              
1.9
 %
All named executive officers and directors as a group (10 persons) (6)
    
5,124,193
      
1,500 (2,443,353 votes)
      
50.9
%
                         
Other Beneficial Owners
                        
Clarkston Ventures, LLC (7)
    
3,735,769
      
1,500 (2,443,353 votes)
      
42.1
%
James Petcoff (8)
    
3,437,647
              
23.5
%

* Less than one percent.

(1) Percentage based on 14,666,234 total votes, based on: (i) 12,222,881 shares of common stock and (ii) 1,500 shares of Series B Preferred Stock (holding voting rights of 2,443,353 votes)outstanding as of April 7, 2025.
(2) Includes 183,000 shares underlying outstanding stock options.
(3) Includes 16,000 shares underlying outstanding stock options.
(4) The shares of common stock are held directly by Clarkston Ventures, LLC (“CV”) and indirectly by Jeffrey Hakala and Gerald Hakala, who are both Co-Chief Investment Officers of CV. The shares of Series B Preferred Stock are held by Clarkston 91 West LLC and are also held indirectly by Jeffrey Hakala and Gerald Hakala. Jeffrey Hakala and Gerald Hakala disclaim beneficial ownership in the shares held by CV except to the extent of their pecuniary ownership therein.
(5) Mr. Petcoff’s employment terminated on August 30, 2024.
(6) Includes 199,000 shares underlying outstanding stock options.
(7) Based on information known to the Company. Includes 3,735,669 shares of common stock held by Clarkston Ventures, LLC and 1,500 shares of Series B Preferred Stock held by Clarkston 91 West LLC, each affiliates of Jeffrey Hakala and Gerald Hakala. The address of CV is 81 West Long Lake Road, Bloomfield Hills, MI, 48304.
(8) Based solely on information contained in Amendment No. 8 to Schedule 13D/A. Mr. J. Petcoff reports he has the sole voting and dispositive powers over all of the shares.
4
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:
(3) Exhibits.
CONIFER HOLDINGS, INC.
Exhibit Index
       
Incorporated by Reference
  
Exhibit
Number
  
Exhibit Description
  
Form
  
Period
Ending
  
Exhibit /
Appendix
Number
  
Filing Date
Filed /
Furnished Herewith
 
Section 302 Certification — CEO
                
*
                       
 
Section 302 Certification — CFO
                
*
                       
101.INS
  
inline XBRL Instance Document
                
*
   
                 
101.DEF
  
Inline XBRL Taxonomy Extension Definition Linkbase Document
                  

 
                 
101.LAB  
 
Inline XBRL Taxonomy Extension Label Linkbase Document
                  

 
                 
101.PRE
  
Inline XBRL Taxonomy Extension Presentation Linkbase Document
                  

 
                 
101.SCH
  
inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
                
*
104
  
Cover Page Interactive Data file (embedded within the inline XBRL document)
                  

5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
CONIFER HOLDINGS, INC.
     
 
By:
/s/ Brian J. Roney
   
Brian J. Roney
   
Chief Executive Officer
   
(Principal Executive Officer)
     
 
By:
/s/ Harold J. Meloche
   
Harold J. Meloche
   
Chief Financial Officer and Treasurer
   
(Principal Accounting and Financial Officer)
     
Dated:   May 9, 2025    


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