SEC Form 4 · accession 0001104659-26-099299
KINGSWAY Corp · KWY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joshua Horowitz
Director
Period of report
Aug 18, 2026
Accepted (ET)
Aug 20, 2026 · 6:37 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001072627
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 18, 2026 | P | 1,300 | $9.75 | A | 373,300 | I | by Palm Global Small Cap Master Fund LP |
| Common StockF3,F2 | Aug 19, 2026 | P | 7,034 | $9.8384 | A | 380,334 | I | by Palm Global Small Cap Master Fund LP |
| Common StockF2 | Aug 20, 2026 | P | 769 | $9.89 | A | 381,103 | I | by Palm Global Small Cap Master Fund LP |
| Common Stock | holding | — | — | — | 32,500 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class D Preferred StockF2,F1 | $9.50 | holding | — | — | — | May 8, 2025 | May 8, 2032 | Common Stock | 36,842 | 14,000 | I |
Explanation of responses
- F1The shares of Class D Preferred Stock, par value $0.01 per share (the "Class D Preferred Stock"), of Kingsway Corporation (the "Company") have a stated value of $25 per share and are convertible at any time, at the holder's option, into shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock") at an initial conversion price of $9.50 per share (or 2.6316 shares of Common Stock for each share of Class D Preferred Stock), subject to customary adjustments. The Company has the option to redeem 25% of the outstanding shares of Class D Preferred Stock for cash upon the occurrence of certain events. All then-outstanding shares of Class D Preferred Stock shall be redeemed by the Company for cash on May 8, 2032.
- F2Palm Management (US) LLC, as the investment manager of Palm Global Small Cap Master Fund LP ("Palm Global"), may be deemed to be a beneficial owner of the securities disclosed as directly owned by Palm Global. Due to his positions as a portfolio manager and special limited partner of Palm Global and as an employee of Palm Management (US) LLC, Mr. Horowitz may be deemed to be a beneficial owner of the securities disclosed as directly owned by Palm Global. Palm Management (US) LLC and Mr. Horowitz expressly disclaim such beneficial ownership except to the extent of their pecuniary interest therein.
- F3The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.82 to $9.86 per share. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.