Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers. (e) On April 17, 2026, Kingstone Companies, Inc. (the “Company”) and Meryl Golden, the Company’s President and Chief Executive Officer, entered into a Fourth Amended and Restated Employment Agreement (the “Amended Employment Agreement”).…
Kingstone is a regional property and casualty insurance holding company whose principal operating subsidiaries write business through retail and wholesale agents and brokers. Kingstone delivers tailored homeowners insurance solutions through its sophisticated product suite, Select, supported by a scalable and efficient operating platform that enables the Company to pursue significant market opportunities and strategic expansion. Kingstone was the 11th largest writer of homeowners insurance in New York in 2025 and is diversifying its geographic footprint by writing in Connecticut on an admitted basis and California on a non-admitted basis.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers.
(e)
On April 17, 2026, Kingstone Companies, Inc. (the “Company”) and Meryl Golden, the Company’s President and Chief Executive Officer, entered into a Fourth Amended and Restated Employment Agreement (the “Amended Employment Agreement”). The Amended Employment Agreement is effective as of January 11, 2027 and expires on January 10, 2029. The Amended Employment Agreement extends the expiration date of the employment agreement currently in effect for Ms. Golden (the “Current Employment Agreement”) from January 10, 2027 to January 10, 2029.
Pursuant to the Amended Employment Agreement, Ms. Golden is entitled to receive an annual base salary of $550,000 (the same as currently in effect) and an annual bonus equal to 3% of the Company’s consolidated income from operations before taxes, exclusive of the Company’s consolidated net investment income (loss), net unrealized gains (losses) on equity securities and net realized gains (losses) on investments, up to a maximum of 1.25 times her base annual salary (the same as currently in effect). Pursuant to the Amended Employment Agreement (and as provided for in the Current Employment Agreement), in the event that Ms. Golden’s employment is terminated by the Company without cause or she resigns for good reason (each as defined in the Amended Employment Agreement), Ms. Golden would be entitled to receive her base salary and the 3% bonus for the remainder of the term. Ms. Golden would be entitled, under certain circumstances, to a payment equal to 1.5 times her then annual salary and her accrued 3% bonus in the event of the termination of her employment following a change of control of the Company (also as is provided for in the Current Employment Agreement). Pursuant to the Amended Employment Agreement, Ms. Golden will be entitled to receive, under certain circumstances, a grant, during each of January 2027 and January 2028, of 40,000 shares of restricted stock. The 2027 grant will become vested with respect to one-half of the award on each of the first and second anniversaries of the grant date. The 2028 grant will become vested on the first anniversary of the grant date. The above grants are generally consistent with the grants provided for in the Current Employment Agreement. In the event that the Company is precluded from making a grant to Ms. Golden in either 2027 or 2028, she would instead be entitled to a cash bonus for such year equal to 40,000 multiplied by the common stock market price at the time.
The foregoing description of the Amended Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On April 20, 2026, the Company issued a press release (the “Press Release”) announcing that the Company and Meryl Golden, the Company’s President and Chief Executive Officer, entered into the Amended Employment Agreement. A copy of the Press Release is furnished as Exhibit 99.1 hereto.
The information in the Press Release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the Press Release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Current Report on Form 8-K with respect to the Press Release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Report with respect to the Press Release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Filed exhibits (1)
EX-99.1 (by filename) ex99_1.htm
EX-99.1
6
ex99_1.htm
EX-99.1 PRESS RELEASE
Kingstone Extends Employment Agreement with President
and CEO Meryl Golden
KINGSTON, N.Y., April 20, 2026 - Kingstone Companies, Inc. (Nasdaq: KINS) (“Kingstone” or the “Company”), a property and casualty insurance holding company, today announced that its Board of Directors has agreed with Meryl Golden, the Company’s President and Chief Executive Officer, to extend the term of her employment agreement through January 10, 2029. The extension was recommended by the Compensation Committee. Ms. Golden’s current agreement was set to expire on January 10, 2027. Additional details regarding the terms of the agreement will be included in the Company's Current Report on Form 8-K.
“This extension follows a review by the Compensation Committee and reflects the Board’s confidence in Ms. Golden and in the plan she is executing. Under her direction, Kingstone has returned to record profitability and established a clear road map for measured expansion. With the Company’s entry into California and additional new-state expansion ahead, the Board concluded that Ms. Golden is the right leader to execute that plan, and extending her agreement now bes…