STC 10-K Annual Report Dec. 31, 2024 | Alphaminr
STEWART INFORMATION SERVICES CORP
ALPHAMINR

STC 10-K Fiscal year ended Dec. 31, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
STEWART INFORMATION SERVICES CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (md&a)printItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

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 Fifth Amended and Restated By-Laws of the Registrant, as of December 27, 2022 (incorporated by reference in this report from Exhibit 3.1 of the Current Report on Form 8-K filed December 30, 2022) 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 Amended and Restated Employment Agreement, effectiveDecember 3, 2024, by and between the Registrant and Frederick Eppinger (incorporated by reference in this report from Exhibit 10.1 of theCurrent Report on Form 8-KfiledDecember3, 2024) 10.3 Employment Agreement entered as of December 27, 2022 and effective as of January 1, 2023, by and between the Registrant and Elizabeth Giddens (incorporated by reference in this report from Exhibit 10.2 of the Quarterly Report on Form 10-Q filed August 6, 2024) 10.4 Amended and Restated Employment Agreement entered as of June 1, 2020 and effective as of January 1, 2020, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed June 4, 2020) 10.5 Amended and Restated Employment Agreement entered as of June 1, 2020 and effective as of January 1, 2020, by and between the Registrant and Steven M. Lessack (incorporated by reference in this report from Exhibit 10.2 of the Current Report on Form 8-K filed June 4, 2020) 10.7 First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan (incorporated by reference in this report from Exhibit 10.1 of the Current Report on Form 8-K filed May 9, 2024) 10.8 Form of 2024 Stock Unit Award Agreement, effective March 26, 2024, by and between the Registrant and its executive officers (incorporated by reference in this report from Exhibit 10.1 of the Quarterly Report on Form 10-Q filed May 7, 2024) 10.9 Form of 2024 Restricted Stock Unit Agreement, effective March 26, 2024, by and between the Registrant and its executive officers (incorporated by reference in this report from Exhibit 10.2 of the Quarterly Report on Form 10-Q filed May 7, 2024) 10.10 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) 10.11 Stock Option Agreement, dated February 7, 2020, by and between the Registrant and Frederick H. Eppinger (incorporated by reference in this report from Exhibit 10.11 of the Annual Report on Form 10-K for the year ended December 31, 2019 filed February 27, 2020) 10.12 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) 10.13 Stock Option Agreement, dated February 7, 2020, by and between the Registrant and David C. Hisey (incorporated by reference in this report from Exhibit 10.12 of the Annual Report on Form 10-K for the year ended December 31, 2019 filed February 27, 2020) 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) 14.1* Code of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer 19.1* Securities Trading and Investment Policyof the Registrant 21.1* Subsidiaries of the Registrant at December 31, 2024 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 97.1* Compensation Recoupment Policy of the Registrant(incorporated by reference in this report from Exhibit 97.1 of the Annual Report on Form 10-K for the year ended December 31, 2023)