STC 10-Q Quarterly Report Sept. 30, 2025 | Alphaminr
STEWART INFORMATION SERVICES CORP

STC 10-Q Quarter ended Sept. 30, 2025

STEWART INFORMATION SERVICES CORP
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stc-20250930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
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 001-02658
STEWART INFORMATION SERVICES CORP ORATION
(Exact name of registrant as specified in its charter)
Delaware
74-1677330
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1360 Post Oak Blvd.,
Suite 100
Houston,
Texas
77056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( 713 ) 625-8100
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, $1 par value per share
STC
New York Stock Exchange
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
Non-accelerated filer
Emerging growth company
Accelerated filer Smaller reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes No
On October 30, 2025, there were 28,024,203 outstanding shares of the issuer's Common Stock.



FORM 10-Q QUARTERLY REPORT
QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
Item Page
PART I – FINANCIAL INFORMATION
1.
2.
3.
4.
PART II – OTHER INFORMATION
1.
1A.
2.
5.
6.
As used in this report, “we,” “us,” “our,” "Registrant," the “Company” and “Stewart” mean Stewart Information Services Corporation and our subsidiaries, unless the context indicates otherwise.




















2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $'000, except per share)
Revenues
Direct title revenues
299,690 270,706 822,631 736,774
Agency title revenues
360,186 282,549 928,989 764,081
Real estate solutions
116,607 96,346 326,334 271,561
Operating revenues 776,483 649,601 2,077,954 1,772,416
Investment income 14,819 13,626 43,733 40,833
Net realized and unrealized gains
5,614 4,714 9,394 11,238
796,916 667,941 2,131,081 1,824,487
Expenses
Amounts retained by agencies 299,523 233,980 773,012 634,083
Employee costs 211,221 193,862 605,240 545,987
Other operating expenses 185,165 155,646 519,605 444,890
Title losses and related claims 19,546 21,282 58,701 59,754
Depreciation and amortization 15,391 15,480 45,863 46,062
Interest 4,898 4,899 14,812 14,768
735,744 625,149 2,017,233 1,745,544
Income before taxes and noncontrolling interests
61,172 42,792 113,848 78,943
Income tax expense
( 12,975 ) ( 9,123 ) ( 24,600 ) ( 17,999 )
Net income
48,197 33,669 89,248 60,944
Less net income attributable to noncontrolling interests 3,938 3,573 9,990 10,375
Net income attributable to Stewart 44,259 30,096 79,258 50,569
Net income 48,197 33,669 89,248 60,944
Other comprehensive (loss) income, net of taxes
Foreign currency translation adjustments ( 5,178 ) 4,842 9,230 ( 884 )
Change in net unrealized gains and losses on investments 3,073 13,015 9,163 10,853
Reclassification adjustments for realized gains and losses on investments 183 402 510 942
Other comprehensive (loss) income, net of taxes
( 1,922 ) 18,259 18,903 10,911
Comprehensive income
46,275 51,928 108,151 71,855
Less net income attributable to noncontrolling interests 3,938 3,573 9,990 10,375
Comprehensive income attributable to Stewart
42,337 48,355 98,161 61,480
Basic average shares outstanding (000) 28,004 27,688 27,922 27,592
Basic earnings per share attributable to Stewart
1.58 1.09 2.84 1.83
Diluted average shares outstanding (000) 28,491 28,200 28,386 28,069
Diluted earnings per share attributable to Stewart
1.55 1.07 2.79 1.80
See notes to condensed consolidated financial statements.
3


CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025 (Unaudited)

December 31, 2024
(in $'000, except share amounts)
Assets
Cash and cash equivalents 188,518 216,298
Short-term investments 44,647 41,199
Investments, at fair value:
Debt securities (amortized cost of $ 606,446 and $ 599,287 )
606,018 586,615
Equity securities 88,800 82,484
694,818 669,099
Receivables:
Premiums from agencies 41,065 36,753
Trade and other 105,089 87,671
Income taxes 4,076 3,100
Notes 40,686 20,964
Allowance for uncollectible amounts ( 9,183 ) ( 7,725 )
181,733 140,763
Property and equipment:
Land 1,597 2,545
Buildings 16,158 19,836
Furniture and equipment 260,919 245,432
Accumulated depreciation ( 194,333 ) ( 180,200 )
84,341 87,613
Operating lease assets 109,255 102,210
Title plants, at cost 75,684 74,862
Goodwill 1,119,793 1,084,139
Intangible assets, net of amortization 158,059 173,075
Deferred tax assets 4,805 4,827
Other assets 183,898 136,060
2,845,551 2,730,145
Liabilities
Notes payable 446,141 445,841
Accounts payable and accrued liabilities 234,472 214,580
Operating lease liabilities 124,966 118,835
Estimated title losses 520,445 511,534
Deferred tax liabilities 37,617 28,266
1,363,641 1,319,056
Contingent liabilities and commitments
Stockholders’ equity
Common Stock ($ 1 par value) and additional paid-in capital
375,285 358,721
Retained earnings 1,125,293 1,089,484
Accumulated other comprehensive loss:
Foreign currency translation adjustments ( 24,156 ) ( 33,386 )
Net unrealized losses on debt securities investments ( 338 ) ( 10,011 )
Treasury stock – 352,161 common shares, at cost
( 2,666 ) ( 2,666 )
Stockholders’ equity attributable to Stewart 1,473,418 1,402,142
Noncontrolling interests 8,492 8,947
Total stockholders’ equity ( 28,019,626 and 27,763,691 shares outstanding)
1,481,910 1,411,089
2,845,551 2,730,145
See notes to condensed consolidated financial statements.
4


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30,
2025 2024
(in $'000)
Reconciliation of net income to cash provided by operating activities:
Net income
89,248 60,944
Add (deduct):
Depreciation and amortization 45,863 46,062
Adjustments for bad debt provisions 2,276 1,991
Net realized and unrealized gains
( 9,394 ) ( 11,238 )
Amortization of net discount on debt securities investments
( 1,065 ) ( 460 )
Payments for title losses less than (in excess of) provisions
2,908 ( 9,053 )
Adjustments for insurance recoveries of title losses 208
Increase in receivables – net
( 23,524 ) ( 22,798 )
Increase in other assets – net ( 21,735 ) ( 16,796 )
Increase in accounts payable and other liabilities – net
13,217 3,912
Change in net deferred income taxes 5,380 5,199
Net income from equity method investments
( 1,683 ) ( 1,031 )
Dividends received from equity method investments 1,371 848
Stock-based compensation expense 12,956 9,593
Other – net 328 275
Cash provided by operating activities
116,146 67,656
Investing activities:
Proceeds from sales of investments in securities 44,306 34,276
Proceeds from matured investments in debt securities 67,972 78,849
Purchases of investments in securities ( 100,565 ) ( 99,169 )
Net purchases of short-term investments ( 1,312 ) ( 5,206 )
Purchases of property and equipment and other long-lived assets
( 46,165 ) ( 28,125 )
Proceeds from sale of property and equipment and other assets 3,749 114
Cash paid for acquisition of businesses and related assets
( 38,553 ) ( 14,383 )
Increase in notes receivable ( 21,718 ) ( 8,320 )
Purchases of cost-basis and other investments
( 1,751 ) ( 31,110 )
Other – net 1,995 1,487
Cash used by investing activities ( 92,042 ) ( 71,587 )
Financing activities:
Proceeds from notes payable 995 3,387
Payments on notes payable ( 1,115 ) ( 3,378 )
Distributions to noncontrolling interests ( 10,445 ) ( 10,313 )
Contributions from noncontrolling interests 54
Repurchases of Common Stock ( 3,565 ) ( 3,618 )
Proceeds from stock option and employee stock purchase plan exercises 7,173 8,746
Cash dividends paid ( 42,618 ) ( 40,035 )
Payment of contingent consideration related to acquisitions ( 5,087 ) ( 496 )
Cash used by financing activities ( 54,662 ) ( 45,653 )
Effects of changes in foreign currency exchange rates 2,778 ( 9 )
Change in cash and cash equivalents ( 27,780 ) ( 49,593 )
Cash and cash equivalents at beginning of period 216,298 233,365
Cash and cash equivalents at end of period 188,518 183,772
See notes to condensed consolidated financial statements.
5


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

Common Stock
Additional paid-in capital Retained earnings
Accumulated other comprehensive loss
Treasury stock Noncontrolling interests Total
(in $'000)
Nine Months Ended September 30, 2025
Balance at December 31, 2024 28,117 330,604 1,089,484 ( 43,397 ) ( 2,666 ) 8,947 1,411,089
Net income attributable to Stewart 79,258 79,258
Dividends on Common Stock ($ 1.53 per share)
( 43,449 ) ( 43,449 )
Stock-based compensation 177 12,779 12,956
Stock repurchases ( 51 ) ( 3,514 ) ( 3,565 )
Stock option and employee stock purchase plan exercises 131 7,042 7,173
Change in net unrealized gains and losses on investments, net of taxes 9,163 9,163
Reclassification adjustment for realized gains and losses on investments, net of taxes 510 510
Foreign currency translation adjustments, net of taxes 9,230 9,230
Net income attributable to noncontrolling interests 9,990 9,990
Distributions to noncontrolling interests ( 10,371 ) ( 10,371 )
Net effect of other changes in ownership ( 74 ) ( 74 )
Balance at September 30, 2025 28,374 346,911 1,125,293 ( 24,494 ) ( 2,666 ) 8,492 1,481,910
Nine Months Ended September 30, 2024
Balance at December 31, 2023 27,723 310,728 1,070,841 ( 35,215 ) ( 2,666 ) 7,138 1,378,549
Net income attributable to Stewart
50,569 50,569
Dividends on Common Stock ($ 1.45 per share)
( 40,531 ) ( 40,531 )
Stock-based compensation 198 9,395 9,593
Stock repurchases ( 59 ) ( 3,559 ) ( 3,618 )
Stock option and employee stock purchase plan exercises 204 8,542 8,746
Change in net unrealized gains and losses on investments, net of taxes 10,853 10,853
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes 942 942
Foreign currency translation adjustments, net of taxes ( 884 ) ( 884 )
Net income attributable to noncontrolling interests 10,375 10,375
Distributions to noncontrolling interests ( 10,313 ) ( 10,313 )
Net effect of other changes in ownership 54 54
Balance at September 30, 2024 28,066 325,106 1,080,879 ( 24,304 ) ( 2,666 ) 7,254 1,414,335
See notes to condensed consolidated financial statements.

6


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

Common Stock
Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock Noncontrolling interests Total
($000 omitted)
Three Months Ended September 30, 2025
Balance at June 30, 2025
28,293 338,673 1,096,023 ( 22,572 ) ( 2,666 ) 8,531 1,446,282
Net income attributable to Stewart 44,259 44,259
Dividends on Common Stock ($ 0.53 per share)
( 14,989 ) ( 14,989 )
Stock-based compensation 5 4,129 4,134
Stock repurchases ( 1 ) ( 90 ) ( 91 )
Stock option and employee stock purchase plan exercises 77 4,199 4,276
Change in net unrealized gains and losses on investments, net of taxes 3,073 3,073
Reclassification adjustment for realized gains and losses on investments, net of taxes 183 183
Foreign currency translation adjustments, net of taxes ( 5,178 ) ( 5,178 )
Net income attributable to noncontrolling interests 3,938 3,938
Distributions to noncontrolling interests ( 3,977 ) ( 3,977 )
Balance at September 30, 2025 28,374 346,911 1,125,293 ( 24,494 ) ( 2,666 ) 8,492 1,481,910
Three Months Ended September 30, 2024
Balance at June 30, 2024
27,951 317,131 1,064,870 ( 42,563 ) ( 2,666 ) 6,551 1,371,274
Net income attributable to Stewart 30,096 30,096
Dividends on Common Stock ($ 0.50 per share)
( 14,087 ) ( 14,087 )
Stock-based compensation 12 3,244 3,256
Stock repurchases ( 2 ) ( 99 ) ( 101 )
Stock option exercises 105 4,830 4,935
Change in net unrealized gains and losses on investments, net of taxes 13,015 13,015
Reclassification adjustment for realized gains and losses on investments, net of taxes, net of taxes 402 402
Foreign currency translation adjustments, net of taxes 4,842 4,842
Net income attributable to noncontrolling interests 3,573 3,573
Distributions to noncontrolling interests ( 2,870 ) ( 2,870 )
Balance at September 30, 2024 28,066 325,106 1,080,879 ( 24,304 ) ( 2,666 ) 7,254 1,414,335
See notes to condensed consolidated financial statements.

7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

Interim financial statements. The financial information contained in this report for the three and nine months ended September 30, 2025 and 2024, and as of September 30, 2025, is unaudited. This report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on February 28, 2025 (2024 Form 10-K).

A. Management’s responsibility. The accompanying interim financial statements were prepared by management, which is responsible for their integrity and objectivity. These financial statements have been prepared in conformity with the United States (U.S.) generally accepted accounting principles (GAAP), including management’s best judgments and estimates. In the opinion of management, all adjustments necessary for a fair presentation of this information for all interim periods, consisting only of normal recurring accruals, have been made. The Company’s results of operations for interim periods are not necessarily indicative of results for a full year and actual results could differ.

B. Consolidation. The condensed consolidated financial statements include all subsidiaries in which the Company owns more than 50% voting rights in electing directors. All significant intercompany amounts and transactions have been eliminated and provisions have been made for noncontrolling interests. Unconsolidated investees, in which the Company typically owns from 20% to 50% of the voting stock, are accounted for using the equity method.

C. Restrictions on cash and investments. The Company maintains investments in accordance with certain statutory requirements in the states of domicile of our underwriters for the funding of statutory premium reserves. Statutory reserve funds are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claim payments, which must be funded from c urrent operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $ 526.4 million and $ 535.5 million at September 30, 2025 and December 31, 2024, respectively. In addition, included within cash and cash equivalents are statutory reserve funds of approximately $ 7.8 million and $ 9.5 million at September 30, 2025 and December 31, 2024, respectively. Although these cash statutory reserve funds are not restricted or segregated in depository accounts, they are required to be held pursuant to state statutes. If the Company fails to maintain minimum investments or cash and cash equivalents sufficient to meet statutory requirements, the Company may be subject to fines or other penalties, including potential revocation of its business license. These funds are not available for any other purpose. In the event that insurance regulators adjust the determination of the statutory premium reserves of the Company’s title insurers, these restricted funds as well as statutory surplus would correspondingly increase or decrease.

D. New Credit Agreement. On October 7, 2025, t he Company entered into a new senior unsecured credit agreement which provides the Compa ny with a $ 300.0 million revolving credit facility maturing in October 2030 (New Credit Agreement). The New Credit Agreement is guaranteed by certain of the Company's wholly-owned subsidiaries and includes an option to increase the revolving commitments by up to $ 125.0 million. The New Credit Agreement replaced the Company's existing credit agreement, which included a $ 200.0 million revolving credit facility set to mature in October 2026.

8


NOTE 2

Revenues. The Company's operating revenues, summarized by type, are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands)
Title insurance premiums:
Direct 210,057 185,584 573,561 501,096
Agency 360,186 282,549 928,989 764,081
Escrow fees 46,894 41,188 128,070 116,926
Real estate solutions and abstract fees 135,454 113,981 379,710 320,828
Other revenues 23,892 26,299 67,624 69,485
776,483 649,601 2,077,954 1,772,416


NOTE 3

Investments in debt and equity securities. As of September 30, 2025 and December 31, 2024, the net unrealized investment gains relating to investments in equity securitie s held were $ 32.4 million and $ 23.2 million, respectively (refer to Note 5).

The amortized costs and fair values of investments in debt securities are as follows:
September 30, 2025 December 31, 2024
Amortized
costs
Fair
values
Amortized
costs
Fair
values
(in $ thousands)
Municipal 12,342 12,314 14,563 14,415
Corporate 198,097 195,396 219,015 210,307
Foreign 340,150 342,146 316,247 313,619
U.S. Treasury Bonds 55,857 56,162 49,462 48,274
606,446 606,018 599,287 586,615

Foreign debt securities consist of Canadian government, provincial and corporate bonds, United Kingdom treasury and corporate bonds, and Mexican government bonds.

Gross unrealized gains and losses on investments in debt securities are as follows:
September 30, 2025 December 31, 2024
Gains Losses Gains Losses
(in $ thousands)
Municipal 5 33 1 149
Corporate 1,766 4,467 524 9,232
Foreign 5,100 3,104 2,979 5,607
U.S. Treasury Bonds 507 202 5 1,193
7,378 7,806 3,509 16,181

9


Debt securities as of September 30, 2025 mature, according to their contractual terms, as follows (actual maturities may differ due to call or prepayment rights):
Amortized
costs
Fair
values
(in $ thousands)
In one year or less 87,696 87,210
After one year through five years 303,659 302,941
After five years through ten years 199,697 201,510
After ten years 15,394 14,357
606,446 606,018

Gross unrealized losses on investments in debt securities and the fair values of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2025, were:
Less than 12 months More than 12 months Total
Losses Fair values Losses Fair values Losses Fair values
(in $ thousands)
Municipal 5 3,613 28 5,246 33 8,859
Corporate 35 6,782 4,432 130,568 4,467 137,350
Foreign 172 27,729 2,932 121,462 3,104 149,191
U.S. Treasury Bonds 67 12,170 135 8,130 202 20,300
279 50,294 7,527 265,406 7,806 315,700

The number of specific debt investment holdings held in an unrealized loss position as of September 30, 2025 was 193 . Of these securities, 150 were in unrealized loss positions for more than 12 months. Total gross unrealized investment losses at September 30, 2025 decreased compared to December 31, 2024, primarily due to lower interest rates in the first nine months of 2025. Since the Company does not intend to sell and will more likely than not maintain each investment security until its maturity or anticipated recovery in value, and no significant credit risk is deemed to exist, these investments are not considered as credit-impaired. The Company believes its investment portfolio is diversified and expects no material loss to result from the failure to perform by issuers of the debt securities it holds. Investments made by the Company are not collateralized.

Gross unrealized losses on investments in debt securities and the fair values of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2024, were:
Less than 12 months More than 12 months Total
Losses Fair values Losses Fair values Losses Fair values
(in $ thousands)
Municipal 32 5,204 117 7,960 149 13,164
Corporate 194 19,253 9,038 168,289 9,232 187,542
Foreign 349 32,664 5,258 145,656 5,607 178,320
U.S. Treasury Bonds 878 33,689 315 12,142 1,193 45,831
1,453 90,810 14,728 334,047 16,181 424,857


NOTE 4

Fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal, or most advantageous, market for the asset or liability in an orderly transaction between market participants at the measurement date. Under U.S. GAAP, there is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs when possible.

10


The three levels of inputs used to measure fair value are as follows:
Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and
Level 3 – unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

As of September 30, 2025, financial instruments measured at fair value on a recurring basis are summarized below:
Level 1 Level 2
Fair value
measurements
(in $ thousands)
Investments in securities:
Debt securities:
Municipal 12,314 12,314
Corporate 195,396 195,396
Foreign 342,146 342,146
U.S. Treasury Bonds 56,162 56,162
Equity securities 88,800 88,800
88,800 606,018 694,818

As of December 31, 2024, financial instruments measured at fair value on a recurring basis are summarized below:
Level 1 Level 2
Fair value
measurements
(in $ thousands)
Investments in securities:
Debt securities:
Municipal 14,415 14,415
Corporate 210,307 210,307
Foreign 313,619 313,619
U.S. Treasury Bonds 48,274 48,274
Equity securities 82,484 82,484
82,484 586,615 669,099

As of September 30, 2025 and December 31, 2024, Level 1 financial instruments consist of equity securities. Level 2 financial instruments consist of municipal, governmental, and corporate bonds, both U.S. and foreign. In accordance with the Company’s policies and guidelines which incorporate relevant statutory requirements, the Company’s third-party registered investment manager invests only in securities rated as investment grade or higher by the major rating services, where observable valuation inputs are significant. The fair value of the Company's investments in debt and equity securities is primarily determined using a third-party pricing service provider. The third-party pricing service provider calculates the fair values using both market approach and model valuation methods, as well as pricing information obtained from brokers, dealers and custodians. Management ensures the reasonableness of the third-party service valuations by comparing them with pricing information from the Company's investment manager.


11


NOTE 5

Net realized and unrealized gains. Realized and unrealized gains and losses are detailed as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands)
Realized gains 1,432 322 2,031 540
Realized losses ( 158 ) ( 108 ) ( 2,550 ) ( 488 )
Net unrealized investment gains recognized on equity securities still held
4,340 4,500 9,913 11,186
5,614 4,714 9,394 11,238

Realized gains in the third quarter and first nine months of 2025 included a $ 1.2 million gain from a sale of real property, while realized losses during the first nine months of 2025 included a $ 1.2 million loss related to an acquisition contingent liability adjustment.

Investment gains and losses recognized related to investments in equity securities are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands)
Net investment gains recognized on equity securities during the period
4,317 4,796 9,569 11,489
Less: Net realized (losses) gains on equity securities sold during the period
( 23 ) 296 ( 344 ) 303
Net unrealized investment gains recognized on equity securities still held
4,340 4,500 9,913 11,186

Proceeds from sales of investments in securities are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands)
Proceeds from sales of debt securities 7,109 12,361 40,620 33,129
Proceeds from sales of equity securities 213 944 3,686 1,147
Total proceeds from sales of investments in securities 7,322 13,305 44,306 34,276


NOTE 6

Goodwill. The summary of changes in goodwill is as follows:
Title Real Estate Solutions Consolidated Total
(in $ thousands)
Balances at December 31, 2024
719,945 364,194 1,084,139
Acquisitions 8,607 27,047 35,654
Balances at September 30, 2025
728,552 391,241 1,119,793

During the first nine months of 2025, goodwill recorded in the title and real estate solutions segments was related to acquisitions of title offices and a real estate information services provider, respectively.
12


NOTE 7

Estimated title losses. A summary of estimated title losses for the nine months ended September 30 is as follows:
2025 2024
(in $ thousands)
Balances at January 1 511,534 528,269
Provisions:
Current year 57,126 59,959
Previous policy years 1,575 ( 205 )
Total provisions 58,701 59,754
Payments, net of recoveries:
Current year ( 12,278 ) ( 14,171 )
Previous policy years ( 43,515 ) ( 54,636 )
Total payments, net of recoveries ( 55,793 ) ( 68,807 )
Effects of changes in foreign currency exchange rates 6,003 ( 1,624 )
Balances at September 30
520,445 517,592
Loss ratios as a percentage of title operating revenues:
Current year provisions 3.3 % 4.0 %
Total provisions 3.4 % 4.0 %


NOTE 8

Share-based payments. As part of its incentive compensation program for executives and senior management employees, the Company provides share-based awards, which primarily include a combination of time-based restricted stock units and performance-based restricted stock units and are typically granted annually during the first quarter of the year. Each restricted stock unit represents a contractual right to receive a share of the Company's Common Stock. The time-based units generally vest on each of the first three anniversaries of the grant date, while the performance-based units vest upon achievement of certain financial objectives and an employee service requirement over a period of approximately three years . The Company has not granted stock options since 2021 and all outstanding stock option awards are already fully vested. The compensation expense associated with the share-based awards is calculated based on the fair value of the related award and recognized over the corresponding vesting period.

During the first nine months of 2025 and 2024, the Company granted time-based and performance-based restricted stock units with aggregate grant-date fair values of $ 15.9 million ( 223,000 units with an average grant price per unit of $ 71.16 ) and $ 14.5 million ( 235,000 units with an average grant price per unit of $ 61.56 ), respectively.


13


NOTE 9

Earnings per share. Basic earnings per share (EPS) attributable to Stewart is calculated by dividing net income attributable to Stewart by the weighted-average number of shares of Common Stock outstanding during the reporting periods. To calculate diluted EPS, the number of shares is adjusted to include the number of additional shares that would have been outstanding if restricted units were vested and issued and stock options were exercised. In periods of net losses, dilutive shares are excluded from the calculation of the diluted EPS and diluted EPS is computed in the same manner as basic EPS.

The calculation of the basic and diluted EPS is as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Numerator:
Net income attributable to Stewart (in $'000)
44,259 30,096 79,258 50,569
Denominator (in '000):
Basic average shares outstanding 28,004 27,688 27,922 27,592
Average number of dilutive shares relating to options 201 243 193 217
Average number of dilutive shares relating to restricted units
286 269 271 260
Diluted average shares outstanding 28,491 28,200 28,386 28,069
Basic earnings per share attributable to Stewart ($)
1.58 1.09 2.84 1.83
Diluted earnings per share attributable to Stewart ($)
1.55 1.07 2.79 1.80


NOTE 10

Contingent liabilities and commitments. In the ordinary course of business, the Company guarantees the third-party indebtedness of certain of its consolidated subsidiaries. As of September 30, 2025, the maximum potential future payments on the guarantees are not more than the related notes payable recorded in the condensed consolidated balance sheets. The Company also guarantees the indebtedness related to lease obligations of certain of its consolidated subsidiaries. The maximum future obligations arising from these lease-related guaran tees are not more than the Company’s future lease obligations, as presented on the condensed consolidated balance sheets, plus lease operating expenses. As of September 30, 2025, the Company also had unused letters of credit aggregating $ 4.9 million related to workers’ compensation and other insurance. The Company does not expect to make any payments on these guarantees.


NOTE 11

Regulatory and legal developments. The Company is subject to claims and lawsuits arising in the ordinary course of its business, most of which involve disputed policy claims. In some of these lawsuits, the plaintiffs seek exemplary or treble damages in excess of policy limits. The Company does not expect that any of these ordinary course proceedings will have a material adverse effect on its consolidated financial condition or results of operations. The Company believes that it has adequate reserves for the various litigation matters and contingencies referred to in this paragraph and that the likely resolution of these matters will not materially affect its consolidated financial condition or results of operations.

14


The Company is subject to non-ordinary course of business claims or lawsuits from time to time. To the extent the Company is currently the subject of these types of lawsuits, the Company has determined either that a loss is not reasonably possible or that the estimated loss or range of loss, if any, will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Additionally, the Company occasionally receives various inquiries from governmental regulators concerning practices in the insurance industry. Many of these practices do not concern title insurance. To the extent the Company is in receipt of such inquiries, it believes that, where appropriate, it has adequately reserved for these matters and does not anticipate that the outcome of these inquiries will materially affect its consolidated financial condition or results of operations.

The Company is subject to various other administrative actions, investigations and inquiries into its business conduct in certain of the states in which it operates. While the Company cannot predict the outcome of the various regulatory and administrative matters, it believes that it has adequately reserved for these matters and does not anticipate that the outcome of any of these matters will materially affect its consolidated financial condition or results of operations.

NOTE 12

Segment information. The Company's chief operating decision maker (CODM) is the chief executive officer, who evaluates the performance of and allocates resources to its three reportable segments: title insurance and related services (title), real estate solutions, and corporate. The Company uses revenues and pretax income in assessing segment performance and trends. The title segment provides services needed to transfer title to property in a real estate transaction and includes services such as searching, abstracting, examining, closing and insuring the condition of the title to the property. In addition, the title segment includes home and personal insurance services, Internal Revenue Code Section 1031 tax-deferred exchanges, and digital customer engagement platform services. The real estate solutions segment supports the real estate industry and primarily includes credit and real estate information services, valuation services, online notarization and closing services, and capital markets search services. The corporate segment is primarily comprised of the parent holding company and centralized support services departments.

Statement of income information related to these reportable segments, including major expense captions used to calculate pretax income, is as follows:

Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands) (in $ thousands)
Title:
Revenues 678,899 571,600 1,803,322 1,552,988
Expenses
Amounts retained by agencies 299,523 233,980 773,012 634,083
Employee costs
191,598 176,225 549,634 495,943
Other operating expenses 97,482 85,853 272,241 247,371
Title losses and related claims 19,546 21,282 58,701 59,754
Depreciation and amortization 8,356 8,860 25,413 26,126
Interest 419 406 1,265 1,165
616,924 526,606 1,680,266 1,464,442
Pretax income
61,975 44,994 123,056 88,546
15



Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands) (in $ thousands)
Real estate solutions:
Revenues 116,639 96,384 326,424 271,648
Expenses
Employee costs
16,094 14,104 45,266 39,904
Other operating expenses 86,479 68,634 243,494 193,703
Depreciation and amortization 6,777 6,264 19,574 18,803
Interest 2 7
109,350 89,002 308,336 252,417
Pretax income
7,289 7,382 18,088 19,231

Corporate:
Revenues - net realized gains (losses)
1,378 ( 43 ) 1,335 ( 149 )
Expenses
Employee costs
3,529 3,533 10,340 10,140
Other operating expenses 1,204 1,159 3,870 3,816
Depreciation and amortization 258 356 876 1,133
Interest 4,479 4,493 13,545 13,596
9,470 9,541 28,631 28,685
Pretax loss
( 8,092 ) ( 9,584 ) ( 27,296 ) ( 28,834 )

Consolidated Stewart:
Revenues 796,916 667,941 2,131,081 1,824,487
Expenses
Amounts retained by agencies 299,523 233,980 773,012 634,083
Employee costs
211,221 193,862 605,240 545,987
Other operating expenses 185,165 155,646 519,605 444,890
Title losses and related claims 19,546 21,282 58,701 59,754
Depreciation and amortization 15,391 15,480 45,863 46,062
Interest 4,898 4,899 14,812 14,768
735,744 625,149 2,017,233 1,745,544
Pretax income
61,172 42,792 113,848 78,943

The Company does not provide asset information by reportable operating segment as it does not routinely evaluate the asset position by segment.

Total revenues generated in the United States and all international operations are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(in $ thousands)
United States 747,405 629,036 2,011,124 1,717,898
International 49,511 38,905 119,957 106,589
796,916 667,941 2,131,081 1,824,487

16



NOTE 13
Other comprehensive (loss) income. Changes in the balances of each component of other comprehensive (loss) income and the related tax effects are as follows:
Three Months Ended
September 30, 2025
Three Months Ended
September 30, 2024
Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount
(in $ thousands)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments 3,890 817 3,073 16,474 3,459 13,015
Reclassification adjustments for realized gains and losses on investments 231 48 183 509 107 402
4,121 865 3,256 16,983 3,566 13,417
Foreign currency translation adjustments ( 5,883 ) ( 705 ) ( 5,178 ) 5,333 491 4,842
Other comprehensive (loss) income
( 1,762 ) 160 ( 1,922 ) 22,316 4,057 18,259

Nine Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024
Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount Before-Tax Amount Tax Expense (Benefit) Net-of-Tax Amount
($000 omitted)
Net unrealized gains and losses on investments:
Change in net unrealized gains and losses on investments 11,599 2,436 9,163 13,738 2,885 10,853
Reclassification adjustment for realized gains and losses on investments 645 135 510 1,192 250 942
12,244 2,571 9,673 14,930 3,135 11,795
Foreign currency translation adjustments 10,652 1,422 9,230 ( 1,755 ) ( 871 ) ( 884 )
Other comprehensive income
22,896 3,993 18,903 13,175 2,264 10,911


17


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S OVERVIEW

Third quarter 2025 overview . We reported net income attributable to Stewart of $44.3 million ($1.55 per diluted share) for the third quarter 2025, compared to net income of $30.1 million ($1.07 per diluted share) for the third quarter 2024. Pretax income before noncontrolling interests for the third quarter 2025 was $61.2 million compared to pretax income before noncontrolling interests of $42.8 million for the prior year quarter. Consolidated operating revenues in the third quarter 2025 were $776.5 million, which was an improvement of $126.9 million, or 20%, compared to the prior year quarter. The third quarter 2025 results included $5.6 million of pretax net realized and unrealized gains, primarily driven by $4.3 million of net unrealized gains on fair value changes of equity securities investments and a $1.2 million realized gain on a sale of real property. Third quarter 2024 results included $4.7 million of pretax net realized and unrealized gains primarily related to net unrealized gains on fair value changes of equity securities investments.

Summary results of the title segment are as follows ($ in millions, except pretax margin):
For the Three Months
Ended September 30,
2025 2024 % Change
Operating revenues 659.9 553.3 19 %
Investment income 14.8 13.6 9 %
Net realized and unrealized gains
4.2 4.8 (11) %
Pretax income 62.0 45.0 38 %
Pretax margin 9.1 % 7.9 %

Title segment operating revenues in the third quarter 2025 increased $106.6 million (19%), driven by revenue improvement of $29.0 million (11%) and $77.6 million (28%) from our direct and agency title operations, respectively, compared to the third quarter 2024. Total segment operating expenses increased $90.3 million (17%) compared to the prior year quarter, primarily due to $65.5 million (28%) increased agency retention expenses, consistent with the gross agency revenue increase, and $27.0 million (10%) higher combined employee costs and other operating expenses, primarily due to increased incentive compensation, outside search and service expenses and premium taxes consistent with higher title revenues, and higher salaries expense related to increased employee count. As a percentage of operating revenues, total employee costs and other operating expenses for the title segment improved to 44% in the third quarter 2025 compared to 47% in the third quarter 2024, primarily due to increased title operating revenues.

Title loss expense in the third quarter 2025 decreased by $1.7 million (8%) compared to the prior year quarter, primarily driven by our continued overall favorable claims experience. As a percentage of title operating revenues, the title loss expense improved to 3.0% in the third quarter 2025 compared to 3.8% in the third quarter 2024.

Investment income improved 9% in the third quarter 2025 compared to the prior year quarter, primarily driven by higher earned interest income from eligible escrow balances. Net realized and unrealized gains presented above were primarily related to net unrealized gains on fair value changes of equity securities investments.

Summary results of the real estate solutions segment are as follows ($ in millions, except pretax margin):
For the Three Months
Ended September 30,
2025 2024 % Change
Total revenues
116.6 96.4 21 %
Pretax income 7.3 7.4 (1) %
Pretax margin 6.2 % 7.7 %

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The real estate solutions segment's operating revenues improved by $20.3 million (21%) in the third quarter 2025 compared to the third quarter 2024, primarily driven by our credit information and valuation services businesses and a recently acquired real estate information services provider. Combined employee costs and other operating expenses in the third quarter 2025 increased $19.8 million (24%), primarily resulting from increased costs of services related to higher revenues and higher employee costs supporting revenue growth.

In regard to the corporate segment, pretax results were driven by net expenses attributable to corporate operations, which totaled $9.5 million for both the third quarters 2025 and 2024, while the segment recorded net realized gains of $1.4 million in the third quarter 2025, primarily resulting from a sale of real property.


CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures surrounding contingencies and commitments. Actual results can differ from our accounting estimates. While we do not anticipate significant changes in our estimates, there is a risk that such changes could have a material impact on our consolidated financial condition or results of operations for future periods. During the nine months ended September 30, 2025, we made no material changes to our critical accounting estimates as previously disclosed in Management’s Discussion and Analysis in the 2024 Form 10-K.

Operations. Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial and other real properties located in all 50 states, the District of Columbia and international markets through policy-issuing offices, agencies and centralized title services centers. Our real estate solutions operations include credit and real estate information services, valuation services, online notarization and closing services, and capital markets search services. The corporate segment includes our parent holding company and centralized support services departments.

Factors affecting revenues. The principal factors that contribute to changes in our operating revenues include:
interest rates;
availability of mortgage loans;
number and average value of mortgage loan originations;
ability of potential purchasers to qualify for loans;
inventory of existing homes available for sale;
ratio of purchase transactions compared with refinance transactions;
ratio of closed orders to open orders;
home prices;
consumer confidence, including employment trends;
demand by buyers;
premium rates and related state regulations;
foreign currency exchange rates;
market share;
ability to attract and retain highly productive sales associates;
independent agency remittance rates;
opening and integration of new offices and acquisitions;
office closures;
number and value of commercial transactions, which typically yield higher premiums;
government or regulatory initiatives;
acquisitions or divestitures of businesses;
volume of distressed property transactions; and
seasonality and/or weather.

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Premiums are determined in part by the values of the transactions we handle. To the extent inflation or market conditions cause increases in the prices of homes and other real estate, premium revenues are also increased. Conversely, falling home prices cause premium revenues to decline. Home price changes may override the seasonal nature of the title insurance business. Historically, our first quarter is the least active in terms of title insurance revenues as home buying is generally depressed during winter months. Our second and third quarters are typically the most active as the summer is the traditional home buying season, and while commercial transaction closings are skewed to the end of the year, individually large commercial transactions can occur any time of the year. On average, title premium rates for refinance orders are lower compared to a similarly priced purchase transaction.


RESULTS OF OPERATIONS

Comparisons of our results of operations for the three and nine months ended September 30, 2025 with the corresponding periods in the prior year are set forth below. Factors contributing to fluctuations in the results of operations are presented in the order of their monetary significance, and we have quantified, when necessary, significant changes. Segment results are included in the discussions and, when relevant, are discussed separately.

Our statements on home sales, interest rates and loan activity are based on published U.S. industry data from sources including Fannie Mae, the Mortgage Bankers Association (MBA), the National Association of Realtors (NAR) and the U.S. Census Bureau as of September 30, 2025. We also use information from our direct operations.

Operating environment. Existing home sales in September 2025 were approximately 4.06 million units (seasonally-adjusted basis), a slight improvement of 4% and 3% compared to September 2024 and June 2025, respectively, which was primarily due to gradually falling mortgage rates and improving housing affordability. According to NAR, the September 2025 median existing home price of $415,200 marked the 27th consecutive month of year-over-year median price increases, but it was 4% lower than June 2025 as home prices declined during the third quarter 2025. As of September 2025, the unsold home inventory in the U.S. was equivalent to 1.55 million units, or 14% higher compared to last year. In regard to new residential construction, U.S. housing starts ( seasonally-adjusted) as of September 2025 were 6% lower compared to last year, while newly-issued building permits as of September 2025 declined by 11% compared to last year.

Based on averaged estimates by Fannie Mae and MBA, total U.S. single family mortgage originations in the third quarter 2025 were $518 billion, or an improvement of 14% compared to the third quarter 2024, with total refinancing and purchasing transactions growing 46% and 6%, respectively, during the third quarter 2025. The 30-year fixed mortgage interest rate averaged 6.6% during the third quarter 2025 which was comparable to 6.5% from the third quarter 2024, but improved from 6.8% in the second quarter 2025. It is expected that the 30-year fixed mortgage interest rate will average around 6.4% in the fourth quarter 2025. Fourth quarter 2025 existing and new homes sales (seasonally-adjusted) are forecast to improve 3% and 5%, respectively, while fourth quarter total loan originations dollars are anticipated to increase 2% compared to the third quarter 2025, resulting from 32% higher refinancing transactions and 9% lower purchase transactions.

Title revenues. Direct title revenue information is presented below:
Three Months Ended September 30,
Nine Months Ended September 30,
2025 2024 Change
% Chg
2025 2024 Change % Chg
(in $ millions)
($ in millions)
Non-commercial
Domestic 176.8 168.2 8.6 5 % 491.0 472.9 18.1 4 %
International 32.5 29.0 3.5 12 % 84.0 76.3 7.7 10 %
209.3 197.2 12.1 6 % 575.0 549.2 25.8 5 %
Commercial:
Domestic 79.1 67.4 11.7 17 % 223.1 168.1 55.0 33 %
International 11.3 6.1 5.2 85 % 24.5 19.5 5.0 26 %
90.4 73.5 16.9 23 % 247.6 187.6 60.0 32 %
Total direct title revenues 299.7 270.7 29.0 11 % 822.6 736.8 85.8 12 %

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Domestic commercial revenues improved 17% and 33% in the third quarter and first nine months of 2025, respectively, compared to the same periods of 2024, primarily due to increased commercial closed transactions in 2025 across all asset sectors, including data center, energy, mixed-use and retail. The average domestic commercial fee per file in the third quarter 2025 was $17,700, which was comparable to the prior year quarter, while the average fee per file in the first nine months of 2025 improved 11% to $16,800, compared to the same period in 2024, primarily driven by large data center and energy transaction sizes.

Domestic non-commercial revenues in the third quarter 2025 increased 5%, primarily driven by improved purchase and refinancing closed transactions compared to the third quarter 2024, while these revenues improved 4% in the first nine months of 2025, compared to the same period in 2024, primarily due to increased residential refinancing and real estate investors transactions. Higher average residential fee per file also contributed to improved domestic non-commercial revenues and was $3,200 and $3,100 for the third quarter and first nine months of 2025, respectively, compared to $3,000 for both the same periods in 2024.

Total international revenues improved $8.7 million, or 25%, and $12.7 million, or 13%, in the third quarter and first nine months of 2025, respectively, primarily driven by large commercial transactions and overall increased volumes compared to the same periods in 2024.

Orders information for the three and nine months ended September 30 is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
Change
% Chg**
2025
2024
Change % Chg
Opened Orders:
Commercial 4,520 3,665 855 23 % 13,374 10,884 2,490 23 %
Purchase 50,661 49,458 1,203 2 % 149,704 152,539 (2,835) (2) %
Refinance 22,399 20,920 1,479 7 % 59,697 54,022 5,675 11 %
Other*
9,823 13,421 (3,598) (27) % 33,217 36,075 (2,858) (8) %
Total 87,403 87,464 (61) % 255,992 253,520 2,472 1 %
Closed Orders:
Commercial 4,478 3,794 684 18 % 13,283 11,149 2,134 19 %
Purchase 36,209 35,590 619 2 % 98,875 103,166 (4,291) (4) %
Refinance 12,778 11,766 1,012 9 % 34,841 31,097 3,744 12 %
Other*
5,847 8,225 (2,378) (29) % 24,580 23,921 659 3 %
Total 59,312 59,375 (63) % 171,579 169,333 2,246 1 %
*Other orders are primarily related to real estate investor and reverse mortgage transactions.
** Percent changes are rounded up to whole percentages.


Gross revenues from independent agency operations increased $77.6 million, or 28%, and $164.9 million, or 22%, in the third quarter and first nine months of 2025, respectively, primarily due to improved volumes in our key agency states and increased commercial transactions compared to the same periods in 2024. Agency revenues, net of retention, increased $12.1 million, or 25%, and $26.0 million, or 20%, in the third quarter and first nine months of 2025, respectively, in line with the gross agency revenue increases. Refer further to the "Retention by agencies" discussion under Expenses below.

Real estate solutions revenues. Real estate solutions revenues improved $20.3 million, or 21%, in the third quarter 2025 and $54.8 million, or 20%, in the first nine months of 2025, primarily driven by our credit information and valuation services businesses compared to the same periods in 2024. The third quarter 2025 revenues included $3.6 million from a recently acquired real estate information services provider.

Investment income. Investment income in the third quarter and first nine months of 2025 increased $1.2 million, or 9%, and $2.9 million, or 7%, respectively, compared to the same periods in 2024, primarily driven by higher interest income from eligible escrow balances and increased dividend income from our cost-basis investments in 2025.

Net realized and unrealized gains. Refer to Note 5 to the condensed consolidated financial statements.
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Expenses. An analysis of expenses is shown below:
Three Months Ended September 30,
Nine Months Ended September 30,
2025 2024 Change* % Chg 2025 2024 Change* % Chg
(in $ millions)
($ in millions)
Amounts retained by agencies 299.5 234.0 65.5 28 % 773.0 634.1 138.9 22 %
As a % of agency title revenues
83.2 % 82.8 % 83.2 % 83.0 %
Employee costs 211.2 193.9 17.4 9 % 605.2 546.0 59.3 11 %
As a % of operating revenues 27.2 % 29.8 % 29.1 % 30.8 %
Other operating expenses 185.2 155.6 29.5 19 % 519.6 444.9 74.7 17 %
As a % of operating revenues 23.8 % 24.0 % 25.0 % 25.1 %
Title losses and related claims 19.5 21.3 (1.7) (8) % 58.7 59.8 (1.1) (2) %
As a % of title revenues 3.0 % 3.8 % 3.4 % 4.0 %
*May not foot due to rounding.

Retention by agencies. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. Amounts retained by independent agencies, as a percentage of revenues generated by them, averaged 83.2% in both the third quarter and first nine months of 2025, compared to 82.8% and 83.0% in the third quarter and first nine months of 2024, respectively, primarily as a result of increased 2025 revenues from states with relatively higher retention rates. The average retention percentage may vary from period to period due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations. Due to the variety of such laws or regulations, as well as competitive factors, the average retention rate can differ significantly from state to state. In addition, a high proportion of our independent agencies are in states with retention rates greater than 80%. We continue to focus on increasing profit margins in every state, increasing premium revenue in states where remittance rates are higher, and maintaining the quality of our agency network, which we believe to be the industry’s best, in order to mitigate claims risk and drive consistent future performance. While market share is important in our agency operations channel, it is not as important as margins, risk mitigation and profitability.

Employee costs. Consolidated employee costs increased $17.4 million, or 9%, and $59.3 million, or 11%, in the third quarter and first nine months of 2025, respectively, compared to the same periods in 2024, primarily driven by higher salaries and employee benefits expenses primarily resulting from increased average employee counts (which increased 9% and 5%, respectively) and higher incentive compensation consistent with overall improved revenues. Employee costs in the title segment increased $15.4 million, or 9%, and $53.7 million, or 11%, in the third quarter and first nine months of 2025, respectively, while employee costs in the real estate solutions segment increased $2.0 million, or 14%, and $5.4 million, or 13%, in the third quarter 2025 and first nine months of 2025, respectively, primarily driven by volume growth in both segments.

Total employee costs, as a percentage of total operating revenues, improved to 27.2% and 29.1% in the third quarter and first nine months of 2025, respectively, compared to 29.8% and 30.8% in the respective periods in 2024, primarily driven by higher 2025 operating revenues. During the third quarter and first nine months of 2025, we had an average of approximately 7,400 and 7,100 employees, respectively, compared to 6,800 and 6,700 in the third quarter and first nine months of 2024, respectively. Average cost per employee in the third quarter 2025 was comparable to the prior year quarter, while average cost per employee increased 5% in the first nine months of 2025 primarily due to increased incentive compensation expense compared to the same period in 2024.

Other operating expenses . Other operating expenses include costs that are primarily fixed in nature, costs that follow, to varying degrees, changes in transaction volumes and revenues (variable costs) and costs that fluctuate independently of revenues (independent costs). Costs that are primarily fixed in nature include rent and other occupancy expenses, equipment rental, insurance, repairs and maintenance, technology costs and telecommunications expenses. Variable costs include third-party service and appraiser expenses related to real estate solutions operations, title outside search fees, attorney fee splits, credit losses (on receivables), copy supplies, delivery fees, postage, premium taxes and title plant maintenance expenses. Independent costs include general supplies, litigation defense, business promotion and marketing and travel.

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Consolidated other operating expenses increased $29.5 million, or 19%, in the third quarter 2025 and $74.7 million, or 17%, in the first nine months of 2025, compared to the same periods in 2024. Total variable costs in the third quarter and first nine months of 2025 increased $23.9 million and $64.7 million (both 24%), respectively, primarily due to higher third-party service and appraiser expenses and title outside search fees related to increased operating revenues, primarily from our real estate solutions and commercial services operations. Total costs that are primarily fixed in nature increased $2.4 million, or 5%, and $4.8 million, or 4%, third quarter and first nine months of 2025, respectively, primarily due to higher technology costs and third-party consulting expenses compared to the same period in 2024. Independent costs increased $3.2 million, or 25%, and $5.2 million, or 14%, in the third quarter and first nine months of 2025, respectively, primarily due to higher travel, business promotion and litigation defense expenses, partially offset by lower office closure costs compared to the same periods in 2024.

As a percentage of total operating revenues, consolidated other operating expenses in the third quarter and first nine months of 2025 slightly improved to 23.8% and 25.0%, respectively, compared to 24.0% and 25.1% in the same periods in 2024.

Title losses. Provisions for title losses, as a percentage of title operating revenues, improved to 3.0% and 3.4% for the third quarter and first nine months of 2025, respectively, compared to 3.8% and 4.0% in the same periods in 2024, while total title loss expense in the third quarter and first nine months of 2025 decreased by $1.7 million (or 8%) and $1.1 million (or 2%), respectively, primarily as a result of our overall favorable claims experience, which was partially offset by increased title revenues in 2025. The title loss ratio in any given quarter can be significantly influenced by changes in large claims incurred, escrow losses and adjustments to reserves for existing large claims.

The composition of title policy loss expense is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2025 2024 Change % Chg 2025 2024 Change % Chg
(in $ millions)
($ in millions)
Provisions – known claims:
Current year 2.8 4.2 (1.4) (33) % 7.7 9.8 (2.1) (21) %
Prior policy years 18.2 9.0 9.2 102 % 47.7 51.4 (3.7) (7) %
21.0 13.2 7.8 59 % 55.4 61.2 (5.8) (9) %
Provisions – IBNR
Current year 15.9 18.0 (2.1) (12) % 49.4 50.2 (0.8) (2) %
Prior policy years 0.8 (0.9) 1.7 (189) % 1.6 (0.2) 1.8 (900) %
16.7 17.1 (0.4) (2) % 51.0 50.0 1.0 2 %
Transferred from IBNR to known claims (18.2) (9.0) (9.2) (102) % (47.7) (51.4) 3.7 (7) %
Total provisions 19.5 21.3 (1.7) (8) % 58.7 59.8 (1.1) (2) %

Provisions for known claims arise primarily from prior policy years as claims are not typically reported until several years after policies are issued. Provisions - Incurred But Not Reported (IBNR) are estimates of claims expected to be incurred over the next 20 years; therefore, it is not unusual or unexpected to experience changes to those estimated provisions in both current and prior policy years as additional loss experience on policy years is obtained. This loss experience may result in changes to our estimate of total ultimate losses expected (i.e., the IBNR policy loss reserve). Current year provisions - IBNR are recorded on policies issued in the current year as a percentage of premiums earned (provisioning rate). As claims become known, provisions are reclassified from IBNR to known claims. Adjustments relating to large losses (those individually in excess of $1.0 million) may impact provisions either for known claims or for IBNR.

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Total known claims provision increased $7.8 million, or 59%, in the third quarter 2025 and decreased $5.8 million, or 9%, in the first nine months of 2025 compared to the same periods in 2024, primaril y as a result of activity on existing large and non-large claims relating to prior policy years. Current year IBNR provisions decreased in the third quarter and first nine months of 2025, primarily due to overall favorable claims experience, while prior policy years IBNR provisions increased in the third quarter and first nine months of 2025, primarily as a result of recoveries recorded in the same periods in 2024. As a percentage of title operating revenues, provisions - IBNR for the current policy year were 2.4% and 2.8% for the third quarter and first nine months of 2025, respectively, compared to 3.3% for both periods in 2024.

Cash claim payments increased $1.5 million, or 8%, in the third quarter 2025 compared to the prior year quarter, primarily due to timing of payments on non-large claims, while cash claim payments decreased $13.0 million, or 19%, in the first nine months of 2025 compared to the same period in 2024, primarily due to lower payments on large and non-large claims related to prior policy years during 2025. We continue to manage and resolve large claims prudently and in keeping with our commitments to our policyholders.

In addition to title policy claims, we incur losses in our direct operations from escrow, closing and disbursement functions. These escrow losses typically relate to errors or other miscalculations of amounts to be paid at closing, including timing or amount of a mortgage payoff, payment of property or other taxes and payment of homeowners’ association fees. Escrow losses also arise in cases of fraud, and in those cases, the title insurer incurs the loss under its obligation to ensure that an unencumbered title is conveyed. Escrow losses are recognized as expenses when discovered or when contingencies associated with them (such as litigation) are resolved and are typically paid less than 12 months after the loss is recognized . There were no material escrow losses for both the three and nine-month periods ended September 30, 2025 and 2024.

Total title policy loss reserve balances are as follows:
September 30, 2025 December 31, 2024
(in $ millions)
Known claims 66.5 66.9
IBNR 453.9 444.6
Total estimated title losses 520.4 511.5

The actual timing of estimated title loss payments may vary since claims, by their nature, are complex and paid over long periods of time. Based on historical payment patterns, the outstanding loss reserves are substantially paid out within eight years. As a result, the estimate of the ultimate amount to be paid on any claim may be modified over that time period. Due to the inherent uncertainty in predicting future title policy losses, significant judgment is required by both our management and our third party actuaries in estimating reserves. As a consequence, our ultimate liability may be materially greater or less than current reserves and/or our third party actuary’s calculated estimates.

Depreciation and amortization . Total depreciation and amortization expenses in the third quarter and first nine months of 2025 were comparable to the same periods in 2024. This was primarily due to the higher fixed asset depreciation expense related to new internal systems placed into operations in 2025 and increased acquisition intangible amortization expense driven by a business acquisition in the third quarter 2025. These were both offset by the lower depreciation and amortization expenses resulting from several assets becoming fully depreciated or amortized in 2025.

Income taxes. Our effective tax rates (based on income before taxes and after deducting income attributable to noncontrolling interests) of 22.7% and 23.7% in the third quarter and first nine months of 2025, respectively, were lower compared to 23.3% and 26.2% in the same periods in 2024, primarily due to discrete income tax benefits recognized in the third quarter 2025 related to higher utilization of foreign income tax and research and development credits.


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LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources reflect our ability to generate cash flow to meet our obligations to stockholders, customers (payments to satisfy claims on title policies), vendors, employees, lenders and others. As of September 30, 2025, our total cash and investments, including amounts reserved pursuant to statutory requirements, aggregated $928.0 million, of which $491.4 million ($254.4 million, net of statutory reserves) was held in the United States and the rest internationally (principally in Canada).

As a holding company, the parent company is funded principally by cash from its subsidiaries' earnings in the form of dividends, operating and other administrative expense reimbursements and pursuant to intercompany tax sharing agreements. Cash held at the parent company and its unregulated subsidiaries (which totaled $37.3 million at September 30, 2025) is available for funding the parent company's operating expenses, interest payments on debt and dividend payments to common stockholders. The parent company also receives distributions from Stewart Title Guaranty Company (Guaranty), its regulated title insurance underwriter, to meet cash requirements for acquisitions and other strategic investments.

A substantial majority of our consolidated cash and investments as of September 30, 2025 was held by Guaranty and its subsidiaries. The use and investment of these funds, dividends to the parent company, and cash transfers between Guaranty and its subsidiaries and the parent company are subject to certain legal and regulatory restrictions. In general, Guaranty uses its cash and investments in excess of its legally-mandated statutory premium reserve (established in accordance with requirements under Texas law) to fund its insurance operations, including claims payments. Guaranty may also, subject to certain limitations, provide funds to its subsidiaries (whose operations consist principally of field title offices and real estate solutions operations) for their operating and debt service needs.

We maintain investments in accordance with certain statutory requirements for the funding of statutory premium reserves. Statutory reserve funds are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claim payments, which must be funded from current operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $526.4 million and $535.5 million at September 30, 2025 and December 31, 2024, respectively. In addition, included within cash and cash equivalents are statutory reserve funds of approximately $7.8 million and $9.5 million at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, our known claims reserve totaled $66.5 million and our estimate of claims that may be reported in the future, under generally accepted accounting principles, totaled $453.9 million. In addition to this, we had cash and investments (at amortized cost and excluding equity method investments) of $288.0 million, which are available for underwriter operations, including claims payments, and acquisitions.

The ability of Guaranty to pay dividends to its parent is governed by Texas insurance law. The Texas Department of Insurance (TDI) must be notified of any dividend declared, and any dividend in excess of the greater of the statutory net operating income or 20% of surplus (which was approximately $173.0 million as of December 31, 2024) would be, by regulation, considered extraordinary and subject to pre-approval by the TDI. Also, the Texas Insurance Commissioner may raise an objection to a planned distribution during the notification period. Guaranty’s actual ability or intent to pay dividends to its parent may be constrained by business and regulatory considerations, such as the impact of dividends on surplus and liquidity, which could affect its ratings and competitive position, the amount of insurance it can write and its ability to pay future dividends. During the nine months ended September 30, 2025 and 2024, Guaranty paid dividends of $50.0 million and $30.0 million, respectively, to the parent company.

Effective March 31, 2025, Stewart Title Insurance Company (STIC) was merged into Guaranty, primarily to streamline our underwriting operations. Prior to the merger, STIC, our second largest underwriter, was a wholly-owned subsidiary of Guaranty and was domiciled in the state of New York. This merger contributed to the decrease of our total statutory reserve funds at September 30, 2025 compared to December 31, 2024.

25


As the parent company conducts no operations apart from its wholly-owned subsidiaries, the discussion below focuses on consolidated cash flows.
Nine Months Ended September 30,
2025 2024
(in $ millions)
Net cash provided by operating activities
116.1 67.7
Net cash used by investing activities (92.0) (71.6)
Net cash used by financing activities (54.7) (45.7)

Operating activities. Our principal sources of cash from operations are premiums on title policies and revenue from title service-related transactions, real estate solutions and other operations. Our independent agencies remit cash to us net of their contractual retention. Our principal cash expenditures for operations are employee costs, operating costs and title claims payments.

Net cash provided by operations improved to $116.1 million during the first nine months of 2025, compared to net cash provided by operations of $67.7 million during the same period in 2024, primarily driven by the higher net income and lower claims payments in 2025. Although our business is labor intensive, we are focused on a cost-effective, scalable business model which includes utilization of technology, centralized back and middle office functions and business process outsourcing. We are continuing our emphasis on cost management, especially in light of the current economic environment due to elevated mortgage interest rates, specifically focusing on lowering unit costs of production and improving operating margins in our direct title and real estate solutions operations. Our plans to improve margins include additional automation of manual processes, further consolidation of our various systems and production operations, and full integration of acquisitions. We continue to invest in the technology necessary to accomplish these goals.

Investing activities. Cash used and provided by investing activities is primarily related to proceeds from matured and sold investments, purchases of investments, capital expenditures and acquisition of businesses. During the first nine months of 2025 and 2024, total proceeds from securities investments sold and matured were $112.3 million and $113.1 million, respectively, while cash used for purchases of securities investments was $100.6 million and $99.2 million, respectively. Additionally, cash paid for cost-basis and other investments was $1.8 million and $31.1 million during the first nine months of 2025 and 2024, respectively.

During the first nine months of 2025 and 2024, we used $46.2 million and $28.1 million, respectively, of cash for expenditures related to property and equipment and other long-lived assets, while we used net cash of $38.6 million and $14.4 million, respectively, for acquisitions of businesses and intangible assets. We maintain investment in capital expenditures at a level that enables us to implement technologies for increasing our operational and back-office efficiencies and to pursue growth in key markets.

Financing activities and capital resources. Total debt and stockholders’ equity were $446.1 million and $1.48 billion, respectively, as of September 30, 2025. As disclosed in Note 1-D to our condensed consolidated financial statements, we recently renewed and increased our line of credit facility, which was unused at the date of this report. At September 30, 2025, our debt-to-equity and debt-to-capitalization ratios, excluding our Section 1031 tax-deferred property exchange notes, were approximately 30% and 23%, respectively, which were better than 32% and 24%, respectively, at December 31, 2024.

During the first nine months of 2025, we paid total dividends of $42.6 million ($1.53 per common share), compared to total dividends paid of $40.0 million ($1.45 per common share) during the same period in 2024.

26


We believe we have sufficient liquidity and capital resources to meet the cash needs of our ongoing operations, including consideration of the current economic and real estate environment created by the elevated mortgage interest rates. However, we may determine that additional debt or equity funding is warranted to provide liquidity for achievement of strategic goals or acquisitions or for unforeseen circumstances. Other than scheduled maturities of debt, operating lease payments and anticipated claims payments, we have no material contractual commitments. We expect that cash flows from operations and cash available from our underwriters, subject to regulatory restrictions, will be sufficient to fund our operations, including claims payments. However, to the extent that these funds are not sufficient, we may be required to borrow funds on terms less favorable than we currently have or seek funding from the equity market, which may not be successful or may be on terms that are dilutive to existing stockholders.

Contingent liabilities and commitments . See discussion of contingent liabilities and commitments in Note 10 to the condensed consolidated financial statements.

Other comprehensive income (loss). Unrealized gains and losses on available-for-sale debt securities investments and changes in foreign currency exchange rates are reported net of deferred taxes in accumulated other comprehensive income (loss), a component of stockholders’ equity, until they are realized. During the first nine months of 2025, net unrealized investment gains of $9.7 million, net of taxes, which increased our other comprehensive income, were primarily related to net increases in the fair values of our foreign and corporate bond securities investments. These increases were primarily due to lower interest rates during the first nine months of 2025. During the first nine months of 2024, net unrealized investment gains of $11.8 million, net of taxes, which increased our other comprehensive income, were primarily related to net increases in the fair values of our foreign and corporate bond securities investments, primarily influenced by the Federal Reserve's reduction of interest rates during the third quarter 2024.

Changes in foreign currency spot exchange rates (primarily related to our Canadian and United Kingdom operations) resulted in other comprehensive income, net of taxes, of $9.2 million in the first nine months of 2025 and other comprehensive loss, net of taxes, of $0.9 million during the first nine months of 2024. During the first nine months of 2025, the Canadian dollar and British pound both appreciated relative to the U.S. dollar, while during the same period in 2024, the effect of the British pound's appreciation were more than offset by the depreciation of the Canadian dollar relative to the U.S. dollar.

Off-balance sheet arrangements . We do not have any material source of liquidity or financing that involves off-balance sheet arrangements. We also routinely hold funds in segregated escrow accounts pending the closing of real estate transactions and have qualified intermediaries in tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code. The Company holds the proceeds from these transactions until a qualifying exchange can occur. In accordance with industry practice, these segregated accounts are not included on the balance sheet. See Note 15 in our 2024 Form 10-K.

Forward-looking statements. Certain statements in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “may,” "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "foresee" or other similar words. Forward-looking statements by their nature are subject to various risks and uncertainties that could cause our actual results to be materially different than those expressed in the forward-looking statements. These risks and uncertainties include, among other things, the following:
the volatility of economic conditions, including economic changes that may result from new or increased tariffs, trade restrictions, prolonged federal government shutdowns or geopolitical tensions;
adverse changes in the level of real estate activity;
changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing;
our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems;
the impact of unanticipated title losses or the need to strengthen our policy loss reserves;
any effect of title losses on our cash flows and financial condition;
the ability to attract and retain highly productive sales associates;
the impact of vetting our agency operations for quality and profitability;
independent agency remittance rates;
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changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products;
regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees;
our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services;
our ability to realize anticipated benefits of our previous acquisitions;
the outcome of pending litigation;
our ability to manage risks associated with potential cybersecurity or other privacy or data security breaches;
the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services;
our dependence on our operating subsidiaries as a source of cash flow;
our ability to access the equity and debt financing markets when and if needed;
effects of seasonality and weather; and
our ability to respond to the actions of our competitors.

The above risks and uncertainties, as well as others, are discussed in more detail in our documents filed with the Securities and Exchange Commission, including in Part I, Item 1A "Risk Factors" in our 2024 Form 10-K, and as may be further updated and supplemented from time to time in our future Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed subsequently. All forward-looking statements included in this report are expressly qualified in their entirety by such cautionary statements. We expressly disclaim any obligation to update, amend or clarify any forward-looking statements contained in this report to reflect events or circumstances that may arise after the date hereof, except as may be required by applicable law.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes during the three months ended September 30, 2025 in our investment strategies, types of financial instruments held or the risks associated with such instruments that would materially alter the market risk disclosures made in our 2024 Form 10-K.


Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. Our principal executive officer and principal financial officer are responsible for establishing and maintaining disclosure controls and procedures. They evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2025, and have concluded that, as of such date, our disclosure controls and procedures are adequate and effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There was no change in our internal control over financial reporting during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION
Item 1. Legal Proceedings

See discussion of legal proceedings in Note 11 to the condensed consolidated financial statements included in Item 1 of Part I of this Report, which is incorporated by reference into this Part II, Item 1, as well as Item 3. Legal Proceedings, in our 2024 Form 10-K.


Item 1A. Risk Factors

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K. There have been no material changes to our risk factors since our 2024 Form 10-K.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases of our Common Stock during the nine months ended September 30, 2025, except for repurchases of approximately 51,000 shares (aggregate purchase price of approximately $3.6 million) related to the statutory income tax withholding on the vesting of restricted unit grants to executives and senior management employees.


Item 5. Other Information

Book value per share. Our book value per share was $52.58 and $50.50 as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, our book value per share was based on approximately $1.47 billion of stockholders’ equity attributable to Stewart and 28,019,626 shares of Common Stock outstanding. As of December 31, 2024, our book value per share was based on approximately $1.40 billion of stockholders’ equity attributable to Stewart and 27,763,691 shares of Common Stock outstanding.

Trading plans. During the quarter ended September 30, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, as defined under Item 408(a) of Regulation S-K.
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Item 6. Exhibits
Exhibit
3.1
3.2
31.1*
31.2*
32.1*
32.2*
101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith



SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
November 6, 2025
Date
Stewart Information Services Corporation
Registrant
By: /s/ David C. Hisey
David C. Hisey, Chief Financial Officer and Treasurer
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