STC 10-K Annual Report Dec. 31, 2021 | Alphaminr
STEWART INFORMATION SERVICES CORP
ALPHAMINR

STC 10-K Fiscal year ended Dec. 31, 2021

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STEWART INFORMATION SERVICES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (md&a)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of the Registrant, dated April 28, 2016 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed April 29, 2016) 3.2 Third Amended and Restated By-Laws of the Registrant, as of April 27, 2016 (incorporated by reference in this report from Exhibit 3.2 of the Current Report on Form 8-K filed April 28, 2016) 4.1* Description of Securities Registered Pursuant to Section 12 of The Securities Exchange Act of 1934 4.2 Amended and Restated Credit Agreement, dated effective as of November 9, 2018, among the Registrant, the guarantors named therein, Compass Bank, as administrative agent, and the lenders party thereto. (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed on November 13, 2018) 4.3 First Amendment to Amended and Restated Credit Agreement, dated effective as of May 7, 2020, by and among the Registrant, the guarantors named therein, BBVA USA, f/k/a Compass Bank, N.A., as administrative agent for the lenders, and the Lenders party thereto (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed May 11, 2020) 4.4 Second Amendment to Amended and Restated Credit Agreement, dated effective as of March 23, 2021, by and among the Registrant, the guarantors named therein, BBVA USA, f/k/a Compass Bank, N.A., as administrative agent for the lenders, and the Lenders party thereto (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed March 25, 2021) 4.5 Credit Agreement, dated October 28, 2021, among the Registrant, PNC Bank, as Administrative Agent, Swingline Loan Lender and Issuing Lender, the Guarantors, and Lenders Party thereto (incorporated by reference in this report from Exhibit 10.1 of the Quarterly Report on Form 10-Q filed on November 3, 2021) 4.6 Indenture, dated November 24, 2021, between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference in this report from Exhibit 4.1 of the Current Report on Form 8-K filed November 24, 2021) 4.7 First Supplemental Indenture, dated November 24, 2021, between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference in this report from Exhibit 4.2 of the Current Report on Form 8-K filed November 24, 2021) 4.8 Second Supplemental Indenture, dated November 24, 2021, between the Registrant and Computershare Trust Company, N.A., as Trustee (incorporated by reference in this report from Exhibit 4.3 of the Current Report on Form 8-K filed November 24, 2021) 10.1 Deferred Compensation Agreements dated March 10, 1986, amended July 24, 1990 and October 30, 1992, between the Registrant and certain executive officers (incorporated by reference in this report from Exhibit 10.2 of the Annual Report on Form 10-K for the year ended December 31, 1997) 10.2 Restricted Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and Frederick H. Eppinger (incorporated by reference in this report from Exhibit 10.1 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.3 Restricted Performance Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and Frederick H. Eppinger (incorporated by reference in this report from Exhibit 10.2 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.4 Stock Option Agreement, effective March 10, 2021, by and between the Registrant and Frederick H. Eppinger (incorporated by reference in this report from Exhibit 10.3 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.5 Restricted Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.4 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.6 Restricted Performance Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.5 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.7 Stock Option Agreement, effective March 10, 2021, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.6 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.8 Restricted Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and John L. Killea (incorporated by reference in this report from Exhibit 10.7 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.9 Restricted Performance Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and John L. Killea (incorporated by reference in this report from Exhibit 10.8 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.10 Stock Option Agreement, effective March 10, 2021, by and between the Registrant and John L. Killea (incorporated by reference in this report from Exhibit 10.9 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.11 Restricted Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.10 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.12 Restricted Stock Unit Cliff Vest Award Agreement, effective March 10, 2021, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.11 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.13 Restricted Performance Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.12 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.14 Stock Option Agreement, effective March 10, 2021, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.13 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.15 Restricted Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and Tara S. Smith (incorporated by reference in this report from Exhibit 10.14 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.16 Restricted Performance Stock Unit Award Agreement, effective March 10, 2021, by and between the Registrant and Tara S. Smith (incorporated by reference in this report from Exhibit 10.15 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.17 Stock Option Agreement, effective March 10, 2021, by and between the Registrant and Tara S. Smith (incorporated by reference in this report from Exhibit 10.6 of the Quarterly Report on Form 10-Q filed May 4, 2021) 10.18 Stock purchase agreement, dated August 23, 2021, by and among Informative Research, the Shareholders of Informative Research listed on Exhibit A thereto, Sean Buckner, solely in the capacity of shareholder representative thereunder, and the Registrant (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed on August 26, 2021) 10.19 Stock purchase agreement, dated November 12, 2021, by, between and among Equimine, the Shareholders of Equimine, Nedal Makarem, in his individual capacity and as seller representative, and the Registrant (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed on November 12, 2021) 14.1 Code of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer (incorporated by reference in this report from Exhibit 14.1 of the Annual Report on Form 10-K for the year ended December 31, 2004) 21.1* Subsidiaries of the Registrant at December 31, 2021 23.1* Consent of KPMG LLP 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002