Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

INVESTORS TITLE COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

121 North Columbia Street, Chapel Hill, North Carolina 27514

(919) 968-2200

April 13, 2026

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Investors Title Company (the "Company") to be held at The Carolina Club, 150 Stadium Drive, Chapel Hill, North Carolina on Wednesday, May 20, 2026, at 11:00 a.m. EDT.

The Annual Meeting will begin with a review of the activities of the Company for the past year and a report on current operations during the first quarter of 2026, followed by discussion and voting on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement.

Whether or not you plan to attend the meeting, I urge you to review the Proxy Statement and vote as soon as possible to ensure that your shares are represented at the meeting. The Proxy Statement explains more about proxy voting, so please read it carefully.

 

121 North Columbia Street, Chapel Hill, North Carolina 27514

(919) 968-2200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 20, 2026

The Annual Meeting of Shareholders of Investors Title Company will be held at The Carolina Club, 150 Stadium Drive, Chapel Hill, North Carolina, on Wednesday, May 20, 2026, at 11:00 a.m. EDT, for the following purposes:

Shareholders of record of common stock of the Company at the close of business on April 1, 2026, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

IMPORTANT - Please vote by Internet, telephone or mail as soon as possible so your shares will be voted promptly, even if you plan to attend the meeting in person. Additional information about voting is included in the accompanying Proxy Statement and on your proxy card.

TABLE OF CONTENTS

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF

INVESTORS TITLE COMPANY

To Be Held on May 20, 2026

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Investors Title Company (the "Company") of proxies to be voted at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at The Carolina Club, 150 Stadium Drive, Chapel Hill, North Carolina, on May 20, 2026, at 11:00 a.m. EDT, and at all adjournments or postponements thereof. Shareholders of record at the close of business on April 1, 2026, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

GENERAL INFORMATION

Proxy Solicitation by the Board of Directors. The solicitation of proxies is made on behalf of the Company's Board of Directors and will be made either by mail or, as described below, by electronic delivery. The cost of solicitation of proxies will be borne by the Company. Copies of proxy materials and the Company's 2025 Annual Report will be provided to brokers, dealers, banks and voting trustees or their nominees for the purpose of soliciting proxies from the beneficial owners, and the Company will reimburse these record holders for their out-of-pocket expenses.

Annual Report to Shareholders. A copy of the Company's 2025 Annual Report including financial statements and the independent registered public accounting firm's opinions, along with the Notice of Annual Meeting, Proxy Statement and proxy card, are being first mailed to the Company's shareholders on or about April 13, 2026.

Submitting and Revoking a Proxy. If you complete and submit your proxy, whether by mail, by telephone or by Internet voting, the persons named as proxy holders will vote the shares represented by your proxy in accordance with your instructions. If you are a shareholder of record and submit a proxy but do not fill out the voting instructions, the persons named as proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement. In addition, if other matters are properly presented for voting at the meeting, the persons named as proxies will vote on such matters in accordance with their best judgment. The Company has not received notice of other matters that may be properly presented for voting at the meeting.

To ensure that your vote is recorded properly, please vote your shares as soon as possible, even if you plan to attend the meeting in person.

You may vote your shares by any of the following methods:

If you vote by Internet or by telephone, please have your proxy card available. The control number appearing on your card is necessary to process your vote. An Internet or telephone vote authorizes the named proxy holders in the same manner as if you marked, signed and returned a proxy card by mail. Each proxy executed and returned by a shareholder may be revoked at any time thereafter except as to any matter or matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such proxy. Shareholders with shares registered directly in their names may revoke their proxy by (1) sending written notice of revocation to the Corporate Secretary, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687, (2) submitting a subsequent proxy or

(3) voting in person at the meeting. If you plan to attend the meeting and you require directions, please call the Company at (919) 968-2200. Attendance at the meeting will not by itself revoke a proxy. A shareholder wishing to change his or her vote who holds shares through a bank, brokerage firm or other nominee must contact the record holder.

Voting Securities. On April 1, 2026, the Company had a total of 2,179,672 shares of common stock, no par value per share ("Common Stock") outstanding, its only class of issued and outstanding capital stock. Of these shares, 1,887,996 shares are entitled to one vote per share, and 291,676 shares are held by a subsidiary of the Company and, pursuant to North Carolina law, are not entitled to vote. A majority of the shares entitled to vote at the meeting, represented at the meeting in person or by proxy, will constitute a quorum.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 20, 2026. The Notice of Annual Meeting and Proxy Statement and the Company's 2025 Annual Report (collectively, the "Proxy Materials") are available on the Company's website at http://www.invtitle.com/investors-proxy-materials. Shareholders who have arranged through their broker to receive the Proxy Materials electronically may also receive them online. Shareholders who hold their shares in a brokerage account may have the opportunity to receive future Proxy Materials electronically. Please contact your broker for information regarding the availability of this service.

General Information. A copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the "SEC"), including copies of the exhibits to the Form 10-K, can be obtained without charge by contacting Investor Relations at [email protected] or P.O. Box 2687, Chapel Hill, North Carolina 27515-2687.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

The Company has a Code of Business Conduct and Ethics that is applicable to all the Company's employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. This Code addresses a variety of issues, including conflicts of interest, the protection of confidential information, insider trading and employment practices. It also requires strict compliance with all laws, rules and regulations governing the conduct of the Company's business.

The Code of Business Conduct and Ethics is posted in the Corporate Governance area of the Investor Relations section of the Company's website at www.invtitle.com. The Company intends to disclose future substantive amendments to or waivers from the Code of Business Conduct and Ethics on its website within four business days after such amendment or waiver.

Shareholder Communications with Directors

Shareholders can communicate with members of the Company's Board of Directors in one of two ways. Shareholders may mail correspondence to the attention of the Corporate Secretary, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687. Any correspondence sent via mail should clearly indicate that it is a communication intended for the Board of Directors. Shareholders may also use electronic mail to contact the Board of Directors at [email protected]. The Corporate Secretary regularly monitors this email account. Any communication that is intended for a particular member of the Board of Directors or Board committee should clearly state the intended recipient.

The Corporate Secretary will review all communications sent to the Board of Directors via mail and email and will forward all communications concerning Company or Board matters to the Board members within five business days of receipt. If a communication is directed to a particular Board member or Board committee, it will be passed on only to that member or the members of that committee. Otherwise, relevant communications will be forwarded to all Board members.

The Board of Directors has directed that the Corporate Secretary not forward communications which (1) are not reasonably related to the business of the Company; (2) concern individual grievances or other interests that are personal to the shareholder submitting the communication and that cannot reasonably be construed to present a matter of concern to shareholders generally; or (3) under community standards, contain offensive, scurrilous or abusive content or that advocate engaging in illegal activities. If the Corporate Secretary, in his or her judgment, deems a communication inappropriate under the foregoing criteria, it will be returned to the person who submitted it together with a brief explanation of the reason why it has been deemed inappropriate for delivery.

Independent Directors

The Board of Directors has determined that the following directors and nominees for director are "independent" directors within the meaning of the applicable listing standards of The Nasdaq Stock Market LLC ("Nasdaq") and the Company's Board of Directors Independence Standards: Tammy F. Coley, Joseph B. Dempster, Jr., Richard M. Hutson II, Elton C. Parker, Jr., James E. Scott, and James H. Speed, Jr. In addition, the Company's Board of Directors previously determined that David L. Francis, who served on the Board during a portion of 2025, was an "independent" director meaning of the applicable Nasdaq listing standards and the Company's Board of Directors Independence Standards. The Board of Directors Independence Standards can be found on the Company's website at www.invtitle.com/independence-standards.

Executive Sessions

Executive sessions that include only the independent members of the Board of Directors are held periodically.

Board of Directors and Committees

During the fiscal year ended December 31, 2025, the Board of Directors held five meetings. All incumbent directors attended 75% or more of the aggregate number of meetings of the Board of Directors and committees of the Board on which they served during fiscal 2025. The Company expects each of its directors to attend the Annual Meeting unless an emergency prevents them from attending. All of the Board members were present at the 2025 Annual Meeting.

The Company's Board of Directors has a standing Audit Committee, Compensation Committee and Nominating Committee.

The Audit Committee.During fiscal 2025, the Audit Committee was composed of Ms. Coley, Mr. Parker and Mr. Scott. The Audit Committee met seven times during fiscal 2025.

The Audit Committee is directly responsible for overseeing the Company's accounting and financial reporting processes and appointing, retaining, compensating, and overseeing the Company's independent registered public accounting firm and reviewing the scope of the annual audit proposed by the independent registered public accounting firm. In addition, the Audit Committee reviews and approves related party transactions and potential conflicts of interest and periodically consults with the independent registered public accounting firm on matters relating to internal financial controls and procedures. The Audit Committee is responsible for establishing and administering complaint procedures related to accounting and auditing matters.

The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is posted on the Company's website at www.invtitle.com/committees. The Audit Committee reviews and assesses the adequacy of the charter on an annual basis.

The Board of Directors has determined that each member of the Company's Audit Committee is "independent" as defined under applicable Nasdaq listing standards and SEC rules, including the special independence requirements applicable to Audit Committee members. The Board of Directors has also determined that all the current Audit Committee members-Ms. Coley, Mr. Parker and Mr. Scott-are "audit committee financial experts" as defined under applicable SEC rules. See "Audit Committee Report" below for the formal report of the Audit Committee for fiscal 2025.

The Compensation Committee. During fiscal 2025, the Compensation Committee was composed of Mr. Dempster, Mr. Hutson, and Mr. Speed. Mr. Francis served on the Compensation Committee until his retirement in May 2025. The Compensation Committee met twice during fiscal 2025. The Board of Directors has determined that each member of the Compensation Committee is "independent" as defined under applicable Nasdaq listing standards, including considering the special independence factors applicable to Compensation Committee members under applicable Nasdaq listing standards.

The Compensation Committee operates under a written charter that can be found on the Company's website at www.invtitle.com/committees. The Compensation Committee reviews and assesses the adequacy of the charter on an annual basis.

The Compensation Committee makes all compensation decisions for the Company's executive officers and approves recommendations regarding equity awards for all the Company's executive officers. The Compensation Committee may not delegate these responsibilities. Decisions regarding non-equity compensation of all other officers and employees are made by the Company's executive officers.

The Company's Chief Executive Officer annually reviews the performance of each of the other executive officers with respect to the achievement of the Company's objectives. Based on those reviews, the Chief Executive Officer makes recommendations with respect to compensation to the Compensation Committee. The Compensation Committee then can exercise its discretion in modifying any recommended adjustments or awards to those executive officers based upon its evaluation of their performance as well as other aspects of our compensation objectives.

The Compensation Committee's review of the Chief Executive Officer's compensation is subject to separate procedures. The Compensation Committee evaluates the Chief Executive Officer's performance, reviews the Compensation Committee's evaluation with him and based on that evaluation and review, determines the amount of his salary adjustment and bonus award. Consistent with the requirements of applicable Nasdaq listing standards, the Chief Executive Officer is excused from meetings of the Compensation Committee during voting deliberations regarding his compensation.

The Compensation Committee does not currently retain or use an executive compensation consultant for determining or recommending the amount or form of executive officer compensation. In making compensation decisions, the Compensation Committee is guided by the objectives of the Company's compensation program, the Compensation Committee's own judgment and other information that it considers relevant. Based on the cyclical

nature of the Company's business, the Compensation Committee believes that compensation of the executive officers should not be based on fixed formulas and that the prudent use of discretion in determining compensation is generally in the best interest of the Company and its shareholders.

Decisions regarding the compensation of the Company's directors are made by the Board of Directors, as described under "Compensation of Directors"below.

The Nominating Committee.During fiscal 2025, the Nominating Committee was composed of Ms. Coley, Mr. Hutson, and Mr. Scott. The Nominating Committee met twice during fiscal 2025.

The Nominating Committee operates under a written charter that can be found on the Company's website at www.invtitle.com/committees. The Nominating Committee reviews and assesses the adequacy of the charter on an annual basis.

The Board of Directors has determined that each member of the Company's Nominating Committee is "independent" as defined under applicable Nasdaq listing standards.

The Nominating Committee is responsible for identifying, evaluating and recommending to the Board of Directors candidates for election to the Board of Directors as well as appropriate members for the Audit and Compensation Committees. The slate of director nominees to be presented to shareholders is recommended to the Board of Directors by the Nominating Committee and determined by at least a majority vote of the members of the Board of Directors whose terms do not expire during the year in which the election of directors will occur.

Identification of Director Candidates

In recommending proposed nominees to the full Board, the Nominating Committee is charged with building and maintaining a Board that has an appropriate mix of talent and experience to achieve the Company's business objectives. In particular, the Nominating Committee considers all aspects of a candidate's qualifications in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspective.

At a minimum, the Nominating Committee believes that a director nominee must demonstrate character and integrity, have an inquiring mind, possess substantial experience at a strategy or policy-setting level, demonstrate an ability to work effectively with others, possess either high-level managerial experience in a relatively complex organization or experience dealing with complex problems, have sufficient time to devote to the affairs of the Company and, in the case of independent director positions, be free from conflicts of interest with the Company and its subsidiaries.

Other factors the Nominating Committee considers when evaluating a potential director nominee are:

While the Nominating Committee does not have a formal policy regarding diversity, the Nominating Committee believes that diversity is an important attribute and strives to nominate candidates with a mix of backgrounds, experiences, perspectives and skills so that, as a group, the Board will possess an appropriate level of talent, skill and experience to fulfill the duties and responsibilities of the Board of Directors.

The Nominating Committee believes that a majority of the members of the Company's Board of Directors should be "independent" as defined under applicable Nasdaq listing standards and, as a result, it also considers whether a potential director nominee meets such independence standards. The Committee also requires that all

members of the Audit Committee be financially literate pursuant to applicable Nasdaq listing standards and that at least one member of the Audit Committee be an "audit committee financial expert" as defined under SEC rules. Therefore, the Nominating Committee considers whether a potential director nominee meets these criteria when evaluating his or her qualifications.

It is the policy of the Nominating Committee to consider all director candidates recommended by shareholders, provided that such recommendations are made in accordance with the procedures outlined below. The Nominating Committee evaluates such candidates in accordance with the same criteria it uses to evaluate all other director candidates.

Any shareholder that wishes to recommend a director candidate to be considered by the Nominating Committee for the 2027 Annual Meeting of Shareholders should send his or her recommendation to the attention of the Corporate Secretary, Investors Title Company, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687, no later than December 14, 2026. The candidate's name, age, business address, residential address, principal occupation, qualifications, and the number of shares of Common Stock beneficially owned by the candidate must be provided with the recommendation. The shareholder must also provide a signed consent of the candidate to serve, if elected, as a director of the Company, and shall include all other information that would be required under the rules of the SEC in the proxy statement soliciting proxies for election of the director candidate.

The Company's Bylaws provide that nominations for election to the Board of Directors may be made at any annual meeting by any shareholder of record entitled to vote on such election. Such nominations must be submitted in writing to our Corporate Secretary at our principal office not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting, and in accordance with the procedures specified in our Bylaws. The Company or the presiding officer at the annual meeting of shareholders may refuse to accept the nomination of any person that is not submitted in compliance with such procedures.

Board Leadership Structure

J. Allen Fine serves as both the Chairman of the Board of Directors and the Chief Executive Officer of Investors Title Company, and Richard M. Hutson II serves as the Lead Independent Director.

The Board of Directors does not have a general policy regarding the separation of the roles of Chairman and Chief Executive Officer. Our bylaws permit these positions to be held by the same person, and the Board of Directors believes that it is in the best interests of the Company to retain flexibility in determining whether to separate or combine the roles of Chairman and Chief Executive Officer based on our circumstances.

The Board has determined that it is appropriate for Mr. Fine to serve as both Chairman and Chief Executive Officer (1) in recognition of his status as the founder of the Company and (2) because it provides an efficient structure that permits us to present a unified vision to our constituencies.

The Board of Directors has elected Mr. Hutson to serve as its Lead Independent Director. The duties of the Lead Independent Director include presiding at the executive sessions of the independent directors, serving as liaison between the Chairman of the Board of Directors and the independent directors, approving information, meeting agendas and schedules for the Board of Directors and calling meetings of the independent directors.

The Board's Role in Risk Oversight

Management is responsible for the day-to-day management of the risks that the Company faces. The Board of Directors is responsible for overseeing management's approach to risk management, ensuring that the risk-management processes designed and implemented by management are functioning as intended and that necessary steps are taken to assess, monitor and control key business risks. Management identifies material risks facing the Company on an ongoing basis and discusses those risks and the management of those risks with the Board of Directors or its committees, as appropriate. At the management level, the Enterprise Risk Oversight Committee is responsible for the oversight of risks in numerous areas, including financial risks; information and cybersecurity risks; business continuity and disaster recovery risks; industry and business risks; and claims risks. This Committee is responsible for identifying and assigning a tiered ownership of material risks. Further, this Committee advises executive management regarding critical risks, new and emerging risks, and the mitigating efforts, gaps and concerns related to such risks.

While the Board of Directors has ultimate responsibility for the Company's approach to risk management, the Board has delegated to certain committees' oversight responsibility for those risks that are directly related to their areas of focus. The scope of each committee's risk oversight responsibility is set forth below:

To the extent that any committee with risk oversight responsibilities identifies material risks or related issues, such risks or issues are addressed with the full Board of Directors. Each committee reports to the full Board annually and from time to time throughout the year as needed. As discussed in more detail in the Company's 2025 Annual Report, the Board of Directors has not delegated responsibility for evaluating cyber security risks to any standing committee of the Board.

Insider Trading Policy

The Company has adopted an Insider Trading and Tipping Policy (the "Policy") that governs the purchase, sale, and/or other transactions of the Company's securities by "Insiders" (as defined in the Policy to include officers, directors and employees of the Company and its direct and indirect subsidiaries). A copy of the Policy is filed as Exhibit 19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements.

Policies on Hedging and Pledging

Under the Company's Policy, all "Insiders" (as defined therein) are prohibited from entering into hedging or monetization transactions or similar arrangements with respect to the Company's securities, including the purchase or sale of "puts" or "calls" or other derivative instruments. Additionally, under the Policy, Insiders may not hold Company securities in a margin account or pledge Company securities as collateral for a loan.

Equity Award Practices

The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments to its executive officers, and the Committee does not presently intend to introduce such awards into the executive compensation program. Accordingly, the Company has no specific policy or practice on the timing of awards of such options or similar awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Committee intends to adopt appropriate policies and practices regarding the timing of the awards in relation to the disclosure of material nonpublic information. As part of the Company's annual director compensation program, each non-employee director is granted 750 stock appreciation rights ("SARs") under the Company's 2019 Stock Appreciation Rights Plan (the "2019 Plan") on the date of each annual meeting of shareholders.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company receive an annual retainer for Board services of $7,500 and an attendance fee of $2,500 for each meeting of the Board of Directors attended, in addition to actual travel expenses related to the meetings. Non-employee directors also receive a $750 fee for participating in a committee meeting, provided that the committee meeting is held on a day other than the regularly scheduled Board meeting date. The Audit Committee Chairperson receives an additional annual retainer of $500. The Board may, from time to time, appoint ad hoc committees to focus on special projects. It is expected that directors appointed to such an ad hoc committee will be paid a quarterly retainer which currently is not expected to exceed $6,000 for service as a chairperson and $5,000 for service by other members, and the amounts shown under "Fees Earned or Paid In Cash" in the table below include fees for service on an ad hoc committee in 2025. Directors who are employees of the Company are paid no fees or other remuneration for service on the Board or on any Board committee.

On May 21, 2025, the date of the Company's 2025 Annual Meeting of Shareholders, each non-employee director was granted 750 SARs under the 2019 Plan with an exercise price of $246.75. Upon exercise of each SAR, a director is entitled to receive an amount (payable in shares of Common Stock) equal to the difference between the closing price of Common Stock on the business day immediately preceding the date of exercise and the exercise price. The number of shares paid on exercise is determined by dividing this amount by the closing price of Common Stock on the business day immediately preceding the date of exercise. These SARs vested and became exercisable in four quarterly installments beginning June 30, 2025, and will expire on May 21, 2032.

The Board of Directors makes all decisions regarding the compensation of the members of the Board of Directors. The Chief Executive Officer makes periodic recommendations regarding director compensation, and the Board of Directors may exercise its discretion in modifying any recommended compensation adjustments or awards to the directors. The Board of Directors does not use a compensation consultant for determining or recommending the amount or form of director compensation. The following table shows the compensation earned by each non-employee director for fiscal 2025:

2025 Director Compensation

The Company did not grant any options in fiscal 2025. There were no option awards outstanding at December 31, 2025 held by directors.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the persons known to the Company to be the beneficial owners of more than five percent (5%) of the Company's outstanding Common Stock as of April 1, 2026. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to shares indicated.

The table below sets forth the shares of Common Stock beneficially owned as of April 1, 2026 by each director and nominee for director, the executive officers named in the Summary Compensation Table, and all directors and executive officers as a group. Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to shares indicated, and the address of each of the individuals below is c/o 121 N. Columbia Street, Chapel Hill, North Carolina 27514.

PROPOSALS REQUIRING YOUR VOTE

Proposal 1 - Election of Directors

The Company's Board of Directors is composed of nine members, divided into three classes with staggered three-year terms for each class. Based on the recommendations of the Nominating Committee, the Board of Directors has nominated Tammy F. Coley, W. Morris Fine and Richard M. Hutson II for election to serve for a three-year period or until their respective successors have been elected and qualified.

Vote Required

The nominees will be elected if they receive a plurality of the votes cast for their election. Broker non-votes and abstentions will be counted for the purposes of establishing a quorum but will not be counted in the election of directors and therefore will not affect the election results if a quorum is present. Shares represented by a proxy with instructions to withhold authority to vote on any matter also will be considered present for purposes of determining the existence of a quorum. Withholding authority in your proxy to vote for a nominee will result in the nominee receiving fewer votes. It is the intention of the persons named as proxies in the accompanying proxy card to vote all shares represented by proxy for the three nominees listed below, unless the authority to vote is withheld. If any of the nominees should withdraw or otherwise become unavailable for reasons not presently known, the shares represented by proxy will be voted for three nominees including such substitutions as shall be designated by the Board of Directors. The shares represented by proxy in no event will be voted for more than three persons.

The Board adopted a Director Resignation Policy providing that an incumbent director nominee standing for election in an uncontested election of directors at an Annual Meeting of Shareholders who receives a number of withhold votes greater than 50% of the votes cast with respect to that nominee's election will offer his or her resignation to the Board. The resignation will be effective if and when it is accepted by the Board. As soon as practicable after the Board reaches a decision, the Company will publicly disclose the action taken by the Board regarding the director's tendered resignation.

The Board unanimously recommends that you vote "FOR" the election of the three directors nominated to serve until the 2029 Annual Meeting of Shareholders.

The following provides information about each director nominee and continuing director, including information about each nominee's and director's business background and other experience, qualifications, attributes or skills that led to the conclusion that the nominee or director should serve on the Board of Directors.

Information Regarding Nominees for Election as Directors

Tammy F. Coleyis the Chief Transformation Officer at BlackLine, a leading provider of cloud software that automates and enhances controls over finance and accounting. During the fourteen years prior to joining BlackLine in September 2017, Ms. Coley led the Enterprise Accounting and Internal Controls function at Cox Communications, a company that provides digital cable television, telecommunications and home automation services. Ms. Coley, a Certified Public Accountant, has served on the Board of Directors of Investors Title Company since 2020.

Ms. Coley was selected and qualified to serve on the Board of Directors because she has strong experience in executive leadership, operational management, and public accounting.

W. Morris Fineis Executive Vice President and Secretary of the Company, President and Chief Operating Officer of Investors Title Insurance Company and National Investors Title Insurance Company, President and Chairman of the Board of Investors Title Management Services, Inc., Vice President of Investors Title Exchange Corporation and Investors Title Accommodation Corporation, and Chief Financial Officer and Treasurer of Investors Trust Company and Investors Capital Management Company. Mr. Fine is the son of J. Allen Fine, Chief Executive

Officer and Chairman of the Board of the Company, and brother of James A. Fine, Jr., President, Chief Financial Officer and Treasurer of the Company. During the past five years, Mr. Fine has served on the Board of Directors of Investors Title Company.

Mr. Fine was selected and qualified to serve on the Board of Directors because he has extensive title insurance industry, operations, and marketing experience in addition to a background in public accounting and executive level management and strategic planning experience.

Richard M. Hutson II is a practicing attorney and, since 2006, has been the principal of Hutson Law Office, P.A., the successor firm to Hutson, Hughes and Powell P.A. in Durham, North Carolina. Mr. Hutson has been engaged in the practice of law since 1965 and served as a principal of Hutson, Hughes and Powell P.A. from 1993 to 2006. Additionally, he has served in leadership roles of local and national professional and civic organizations and during the past five years, has served on the Board of Directors of Investors Title Company.

Mr. Hutson was selected and qualified to serve on the Board of Directors because he has extensive experience in corporate and business law, corporate restructuring, and governance matters, as well as in-depth knowledge of the Company's business as he has assisted the Company in various matters beginning with its formation in 1972.

Information Regarding Directors Continuing in Office

James A. Fine, Jr.is President, Chief Financial Officer and Treasurer of the Company, Executive Vice President, Chief Financial Officer and Treasurer of Investors Title Insurance Company, Executive Vice President and Chief Financial Officer of National Investors Title Insurance Company, Executive Vice President of Investors Title Management Services, Inc., President of Investors Title Exchange Corporation and Investors Title Accommodation Corporation, and Chief Executive Officer of Investors Trust Company and Investors Capital Management Company. Investors Title Insurance Company, National Investors Title Insurance Company, Investors Title Management Services, Inc., Investors Title Exchange Corporation, Investors Title Accommodation Corporation, Investors Capital Management Company and Investors Trust Company are all wholly owned subsidiaries of the Company. Mr. Fine is the son of J. Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, and brother of W. Morris Fine, Executive Vice President and Secretary of the Company. During the past five years, Mr. Fine has served on the Board of Directors of Investors Title Company.

Mr. Fine was selected and qualified to serve on the Board of Directors because he has extensive title insurance industry, operations and marketing experience in addition to a background in investment strategy and executive level management and strategic planning experience.

Elton C. Parker Jr.retired in 2006 as an audit partner of the Raleigh, North Carolina office of Deloitte & Touche LLC, a public accounting firm, where he had been employed since 1974. Beginning in 1985, Mr. Parker served in the supervising partner roles in the audit of various types of insurance companies in North and South Carolina practice until his retirement. Since 2006, Mr. Parker has served as the Managing Member of Elpark Financial LLC, a financial advisory and consulting firm and, since 1982 has served as President of Elpark Inc. and subsidiaries, a family-owned real estate, farming and investment company. Mr. Parker has served on the Board of Directors of Investors Title Company since 2020.

Mr. Parker, a Certified Public Accountant, was selected and qualified to serve on the Board of Directors because he has extensive experience in public accounting, particularly with respect to insurance companies, management and strategic planning.

James E. Scott retired in 2021 as a tax partner of Ernst & Young LLP, a public accounting firm, after thirty-seven years of service. During his career, Mr. Scott advised large public and private companies with respect to

tax planning and reporting, leading global service and delivery teams. Since retirement, Mr. Scott has provided consulting services to corporate clients and is currently a consultant for Ernst & Young. Mr. Scott has served on the Board of Directors of Investors Title Company since 2023.

Mr. Scott, a Certified Public Accountant, was selected and qualified to serve on the Board of Directors because he has extensive experience in public accounting, particularly with respect to tax planning and reporting.

J. Allen Finewas the principal organizer of Investors Title Insurance Company and has been Chairman of the Board of the Company, Investors Title Insurance Company, and National Investors Title Insurance Company, since their incorporation. Mr. Fine served as President of Investors Title Insurance Company until February 1997, when he was named Chief Executive Officer. Additionally, Mr. Fine serves as Chief Executive Officer of the Company and National Investors Title Insurance Company, and Chairman of the Board of Investors Title Exchange Corporation, Investors Capital Management Company and Investors Trust Company. Mr. Fine is the father of James A. Fine, Jr., President, Chief Financial Officer and Treasurer of the Company, and W. Morris Fine, Executive Vice President and Secretary of the Company. During the past five years, Mr. Fine has served on the Board of Directors of Investors Title Company.

Mr. Fine was selected and qualified to serve on the Board of Directors because he is the founder of the Company and has extensive title insurance industry, operations and marketing experience as well as a strong executive background in real estate, strategic planning and business administration.

Joseph B. Dempster, Jr. is a partner in the law firm of Poyner Spruill LLP, in Raleigh, North Carolina. Mr. Dempster's practice areas include corporate, real estate, and finance law. He joined the firm in 1990 and has held several leadership positions, including service as the firm's Managing Partner for over 11 years. Additionally, Mr. Dempster has served as primary outside counsel to, and has held board positions in, many local and statewide civic, charitable and educational organizations. Mr. Scott has served on the Board of Directors of Investors Title Company since 2025.

Mr. Dempster was selected and is qualified to serve on the Board of Directors because of his managerial expertise and his extensive experience in corporate, business, real estate, and governance matters. Mr. Dempster also has in-depth knowledge of the Company's business as a practicing real estate attorney.

James H. Speed, Jr. served as President and Chief Executive Officer of North Carolina Mutual Life Insurance Company, the oldest and largest insurance company in America with roots in the African-American community, until his retirement in December 2015. During the past five years, Mr. Speed, a Certified Public Accountant, has served on the boards of directors of Investors Title Company, Brown Capital Management Funds, Centaur Mutual Funds, Chesapeake Investment Trust, Hillman Capital Management Investment Trust, Starboard Investment Trust and WST Investment Trust.

Mr. Speed was selected and qualified to serve on the Board of Directors because he has a strong executive background and extensive experience in finance, public accounting and insurance.

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee selected Forvis Mazars, LLP (f/k/a FORVIS, LLP) ("Forvis") as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Forvis served as our independent registered public accounting firm for the fiscal year ended December 31, 2025, and its representatives are expected to attend the Annual Meeting and to be available to respond to appropriate questions. They will have the opportunity to make a statement if they wish to do so.

Although shareholder ratification of the appointment of Forvis as the Company's independent registered public accounting firm is not required by law or the Company's Bylaws, the Audit Committee has determined that, as a matter of corporate governance, the selection of the Company's independent registered public accounting firm should be submitted to the shareholders for ratification. If the shareholders fail to ratify the selection, the Audit Committee will reconsider its selection of Forvis for subsequent fiscal years. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Vote Required

Approval of the ratification of the appointment of the independent registered public accounting firm will require the affirmative vote of a majority of the votes cast on the proposal. Abstentions and broker non-votes will not be counted as votes cast for the purpose of ratifying the selection of Forvis.

The Board unanimously recommends that you vote "FOR" the proposal to ratify the appointment of Forvis as the Company's independent registered public accounting firm for fiscal 2026.

Audit and Non-Audit Fees

Aggregate fees for professional services rendered by our independent registered public accounting firm, Forvis, for the years ended December 31, 2025 and 2024 are set forth below.

Audit and Non-Audit Services Pre-Approval Policy

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy for pre-approving all audit and permissible non-audit services provided by the independent registered public accounting firm.

Each year, the Audit Committee pre-approves independent registered public accounting firm services and associated fee ranges within the categories of Audit Services, Audit-Related Services, Tax Services and Other Services.

Throughout the year, circumstances may arise that require the engagement of the independent registered public accounting firm for additional services that were not contemplated by the existing pre-approval categories. In that case, the Audit and Non-Audit Services Pre-Approval Policy requires specific approval by the Audit Committee of such services before engaging the independent registered public accounting firm. To ensure the prompt handling of such matters, the Audit Committee has granted pre-approval authority to its Chairman. The Chairman reports any pre-approval decisions made at the next Audit Committee meeting.

During 2025 and 2024, none of the services provided to the Company by Forvis under the category Tax Services described above were approved by the Audit Committee after such services were rendered pursuant to the de minimisexception established under SEC regulations.

AUDIT COMMITTEE REPORT

The Audit Committee is directly responsible for overseeing the accounting and financial reporting processes of the Company and appointing, retaining, compensating and overseeing the work of the independent registered public accounting firm. Management is responsible for the financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The independent registered public accounting firm is responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

The independent registered public accounting firm provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm any relationships that may have an impact on its objectivity and independence. Finally, the Audit Committee considered whether the independent registered public accounting firm's performance of services, other than audit services, is compatible with maintaining the independence of the independent registered public accounting firm.

The Audit Committee discussed and reviewed with management and the independent registered public accounting firm the audited financial statements as of and for the year ended December 31, 2025. The Audit Committee discussed with the independent registered public accounting firm those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (United States), including Auditing Standard No. 1301, "Communications with Audit Committees," and the SEC. The Audit Committee reviewed with the independent registered public accounting firm its audit plans, audit scope and identification of audit risks.

Based on the reviews and discussion referenced above, the Audit Committee recommended to the Board of Directors that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors:

Elton C. Parker, Jr., Chairman

Tammy F. Coley

James E. Scott

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included below with management and, based on such review and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Submitted by the Compensation Committee of the Board of Directors:

Richard M. Hutson II, Chairman

Joseph B. Dempster, Jr.

James H. Speed, Jr.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation Committee is responsible for setting compensation of the named executive officers listed in the Summary Compensation Table. The ensuing discussion of the material elements of the Company's executive compensation program focuses on the following:

Philosophy and Objectives of the Executive Compensation Program

The Compensation Committee believes that the ultimate objective of an effective executive compensation program is to reward the accretion of shareholder value over the long term. In keeping with this philosophy, the Compensation Committee has designed the Company's executive compensation program to reward the achievement of the Company's objectives and to align the interests of executives with those of shareholders.

Retention of talented executives with the skills, experience and vision to lead the Company is integral to the Company's success. However, given the Company's history as a family-managed company and the substantial equity interest held by our named executive officers, the Compensation Committee's philosophy tends to focus on fairness, executive performance and long-term commitment.

To support the over-arching objective of the accretion of shareholder value, a significant focus of the executive compensation program is to reward the attainment of short-term and long-term Company objectives and to provide the proper motivation for the executive officers to strive to achieve those objectives.

While the Compensation Committee does review stock performance in making its compensation decisions, it places relatively low emphasis on short-term stock performance as a measurement of Company and executive performance. The Compensation Committee feels this is appropriate since short-term movements in stock price are subject to factors unrelated to performance and beyond the control of executive officers, including factors affecting the securities markets generally. The Company's management strives to build shareholder value by meeting customer needs, building cash flow and return on assets, promoting operational excellence and strategic innovation and improving the Company's financial performance, including improvements in revenues, net income and other financial performance metrics. The pursuit of such short-term and long-term objectives is not always consistent with producing short-term stock price increases, but the Compensation Committee believes that taking a broader view will demand performance that is more likely to maximize return to the shareholders over time.

The Compensation Committee believes that there are many ways in which its executive officers and other executives contribute to building a successful company. While the Company's financial statements and stock price should eventually reflect the results of those efforts, many long-term strategic decisions made in pursuing the growth and development of the Company may have little visible impact on stock price in the short term.

Finally, the Compensation Committee's philosophy considers the cyclical nature of the Company's business, which is strongly influenced by factors external to the Company, such as prevailing mortgage interest rates, wage growth and employment rates, and overall economic activity in the markets the Company serves. Because these factors are beyond the control of the executive officers, the Compensation Committee does not attempt to solely link annual operating results with annual compensation. Instead, the Compensation Committee focuses on the accretion of shareholder value over time, among other measures, in evaluating the performance of the executive officers and in designing the executive compensation program.

In summary, the Company's executive compensation program is designed to support five objectives:

Determining Executive Compensation

The Compensation Committee makes all compensation decisions for the named executive officers and approves recommendations regarding equity awards for all of the Company's executive officers. Decisions regarding non-equity compensation of all other officers and employees are made by the Company's named executive officers.

The Chief Executive Officer annually reviews the performance of each of the other named executive officers in connection with the Company's attainment of its objectives. Based on those reviews, the Chief Executive Officer makes recommendations with respect to compensation to the Compensation Committee. The Compensation Committee then can exercise its discretion in modifying any recommended adjustments or awards to those named executive officers based upon its evaluation of their performance as well as other aspects of the Compensation Committee's compensation philosophy.

The Compensation Committee's review of the Chief Executive Officer's compensation is subject to separate procedures. The Compensation Committee evaluates the Chief Executive Officer's performance, reviews the Compensation Committee's evaluation with him and based on that evaluation and review, determines the amount of salary adjustment and incentive award. Consistent with the applicable requirements of the Nasdaq listing standards, the Chief Executive Officer is excused from meetings of the Compensation Committee during voting deliberations regarding his compensation.

In making compensation decisions, the Compensation Committee is guided by its executive compensation philosophy, its own judgment and other sources of information that it considers relevant. In addition, the Compensation Committee annually reviews tally sheets showing each executive officer's compensation history with respect to each element of compensation for a period of five years. The Compensation Committee does not currently retain or use an executive compensation consultant for determining or recommending the amount or terms of executive compensation.

Based upon the cyclical nature of the Company's business, the Compensation Committee believes that compensation of the executive officers cannot be based upon fixed formulas and that the prudent use of discretion in determining compensation will generally be in the best interests of the Company and its shareholders. Accordingly, in the exercise of its discretion, the Compensation Committee approves and determines compensation and may approve changes in compensation that it considers to be appropriate to award performance or otherwise to provide incentives toward fulfilling the philosophy and objectives of our executive compensation program.

Role of Shareholder Say-on-Pay Votes

Since 2013, we have provided our shareholders with the opportunity to cast an advisory vote on executive compensation (a Say-on-Pay proposal) every three years. At the Company's annual meeting of shareholders held in May 2025, shareholders overwhelmingly approved the Company's executive compensation with approximately 98% of the votes cast in favor. The Compensation Committee believes this vote affirms the shareholders' support of the Company's approach to executive compensation and did not make specific changes to our executive compensation program in response to the vote. The Compensation Committee will also continue to consider the outcome of the Company's Say-on-Pay votes when making future compensation decisions for the named executive officers.

Elements of Executive Compensation

The principal components of our executive compensation program for the named executive officers are generally:

Base Salaries.Base salaries represent a usual and expected component of executive compensation and are paid to provide executives with a fixed level of compensation. In setting base salaries for the executive officers, the Compensation Committee considered the following factors:

Salary levels are generally considered annually as part of the Company's performance review process, or upon a promotion or other change in job responsibility. For fiscal 2025, each of the named executive officers received an increase in base salary, reflected as a percentage of fiscal 2024 base salary, as follows: J. Allen Fine - 3.0%; James A. Fine, Jr. - 3.0%; and W. Morris Fine - 3.0%. These increases were provided to each of the named executive officers primarily to reflect increases in the cost of living.

Annual Incentive Bonuses.Discretionary annual incentive bonuses are provided to reward performance and motivate the executives to achieve the Company's short-term and long-term objectives. In determining annual incentive bonus amounts, the Compensation Committee seeks to link a substantial portion of each individual's total annual compensation to the attainment of these objectives. In determining annual incentive bonus amounts, the Compensation Committee considers each executive's level of responsibility and degree of influence on the Company's objectives, as well as the Compensation Committee's desire to strike an appropriate balance between the fixed elements of compensation and the variable performance-based elements. By design, at-risk pay for the named executive officers is generally a significant component of the total compensation package, between 55% and 70% of potential total cash compensation.

Grants of incentive bonuses are based primarily upon the attainment of the Company's short-term and long-term objectives. The incentive bonus compensation for any given year is not tied to target amounts by a specific fixed formula. In determining the incentive bonus amounts, the Compensation Committee reviews the Company's progress toward meeting its objectives, and each executive officer's contribution toward that progress, in the context of award amounts from prior years, as well as the Compensation Committee's judgment and use of discretion.

The annual incentive bonus for fiscal 2025 for J. Allen Fine was $300,000, while James A. Fine, Jr. and W. Morris Fine each received $350,000. The 2025 incentive bonus amount for J. Allen Fine was unchanged from fiscal 2025, while incentive bonus amounts for James A. Fine, Jr., and W. Morris Fine were an increase over the

prior year and reflect the Committee's continued recognition of the performance of such named executive officers as they lead the Company through the current challenging economic conditions while focusing on making investments to ensure the Company remains competitive and efficient over the course of the market cycle.

Benefits Under Employment Agreements. Investors Title Insurance Company, a wholly owned subsidiary of Investors Title Company, has entered into employment agreements with the named executive officers under which they are entitled to certain compensation and benefits, including severance benefits. These agreements are intended to provide employment security by specifying minimum base salaries and benefits. Additionally, under these agreements, the executive officers agree to certain non-competition and non-solicitation covenants. For additional information regarding these employment agreements, including severance benefits thereunder, see "- Summary Compensation Table - Employment Agreements" below.

Potential Payments and Benefits Upon Change in Control. Under their employment agreements, the named executive officers are entitled to certain severance payments if they terminate employment because of a change in control, as well as a salary increase of 100% if a change in control does not result in termination of employment.

The arrangements were established because:

For detailed information regarding severance benefits payable in connection with a termination because of a

change in control, see "- Potential Payments Upon Termination of Change in Control" below.

Benefits and Perquisites. The Company provides all eligible employees, including the named executive officers, with a benefit program that the Compensation Committee believes is reasonable, competitive and consistent with the overall objectives of the compensation program.

The named executive officers are eligible to participate in the Company's group insurance program, which during fiscal 2025 included group health, dental, vision and life insurance, as well as short- and long-term disability insurance. Other benefits offered during fiscal 2025 included flexible spending accounts and a pretax premium plan, paid sick leave, paid holidays and paid vacations.

Under the Company's 401(k) plan, the Company makes contributions amounting to 3% of compensation for each eligible employee. The Company may make additional contributions under the profit share provisions of the plan. For the 2025 plan year, the Company contributed an additional 1% of compensation for eligible employees under the profit share provisions of the plan. In 2024, a contribution of 1% of compensation was made to eligible employees under the profit share provisions of the plan. The named executive officers receive an annual supplemental retirement cash payment equal to the amount that would have been contributed to their 401(k) plan accounts if the contributions to the 401(k) plan were not limited under federal tax laws.

The Company provides Company-owned vehicles to certain officers and employees who hold positions requiring frequent travel. The Company does not prohibit the personal use of Company-owned vehicles, but the value of any personal use is treated as taxable compensation. Each of the executive officers is assigned a Company-owned vehicle and may use the vehicle for personal use according to the Company's policy covering all Company-owned vehicles.

James A. Fine, Jr. and W. Morris Fine are also parties to Death Benefit Plan Agreements, which provide that, in the event of death, certain amounts payable under their respective employment agreements will be paid in a lump sum within 60 days of death to their respective beneficiaries. Under each agreement, the respective beneficiary would also be paid a lump sum amount equal to $2,000,000 subject to adjustments as described under "- Summary Compensation Table - Employment Agreements - James A. Fine, Jr. and W. Morris Fine"below. The agreements are provided to minimize the distraction to the executive officers of personal risks and uncertainties.

As a matter of policy, the Compensation Committee does not award personal benefits or perquisites that are unrelated to the Company's business. The Compensation Committee reviews and approves annually all benefits and perquisites paid to our named executive officers.

Clawback Policy

In accordance with Nasdaq's listing rules, the Board of Directors adopted a "clawback" policy that, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the securities laws, generally requires the Company (subject to certain exceptions) to recover the amount of any incentive-based compensation received by any current or former executive officer during the three completed fiscal years immediately preceding the date of the restatement that exceeds the amount he or she would have received had it been determined based on the restated amounts in the restatement. The Board of Directors has delegated the authority to administer the policy to the Compensation Committee.

Summary Compensation Table

The table below summarizes the total compensation for each of the named executive officers for each of the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.

Employment Agreements

Each of the named executive officers is party to an employment agreement with Investors Title Insurance Company (in this section, we use the "Company" to refer Investors Title Company and Investors Title Insurance Company, together or separately, as the context requires), each of which was amended and restated effective May 4, 2022. Under the employment agreements, each of J. Allen Fine, James A. Fine, Jr., and W. Morris Fine are entitled to a minimum base salary and such cash bonuses as the Board may determine in its sole discretion. Under these agreements, Messrs. Fine, Fine, Jr., and Fine participate in the Company's benefits programs generally provided to other executives, receive 30 days of paid vacation annually and unlimited sick leave, and are entitled to reimbursement for reasonably incurred out-of-pocket business expenses. Additionally, under these agreements, Messrs. Fine, Fine, Jr. and Fine receive an annual supplemental retirement cash payment equal to the amount that would have been contributed to their 401(k) plan accounts if the contributions to the 401(k) plan were not limited under federal tax laws. The agreements also provide for minimum payments to each executive officer in the event of (i) termination of employment due to disability or retirement (each as defined in the agreements), (ii) termination by the Company without cause or (iii) termination by the officer for good reason or due to a change in control. These agreements also prohibit Messrs. Fine, Fine, Jr. and Fine from engaging in certain activities involving competition with the Company for a two-year period following termination of employment.

In the event of termination of employment, regardless of the reason, the executive officers are entitled to base salary through the date of separation, plus a prorated annual bonus for the year of termination based on the average

of the three highest annual bonuses paid to him, plus any accrued benefits under various benefit and compensation programs. In addition, under the employment agreements, the executive officers are entitled to severance payments and benefits as described below.

J. Allen Fine. Under Mr. J. Allen Fine's employment agreement, if his employment is terminated due to death, disability or retirement, he is entitled to receive the following:

Under Mr. Fine's employment agreement, if his employment is terminated by the Company without "cause" or by him for "good reason", he is entitled to receive the following:

Under Mr. Fine's employment agreement, if he terminates his employment because of a "change in control," he is entitled to receive the following:

In the event of a change in control that does not result in termination of employment, Mr. Fine is entitled to a base salary increase of 100%. Additionally, upon the occurrence of a change in control, Mr. Fine is entitled to a bonus in an amount that is equal to the sum of three times the amount of the highest rate of base salary he has ever received during employment with the Company, excluding for this purpose the doubling of the base salary upon a change in control, as well as an amount equal to three times the average of the three highest annual bonuses ever received, all to be paid in a lump sum on the effective date of the closing of the transaction that constitutes a change in control (the "CIC Bonus"); provided, however, if Mr. Fine's employment is subsequently terminated by the Company without "cause" or by him for "good reason" upon or within six months following a change in control, then the amount due as described above under such circumstances shall be reduced by the amount of the CIC Bonus actually paid to Mr. Fine.

If any portion of these payments and benefits, or payments and benefits under any other plan, agreement or arrangement, would constitute "parachute payments" for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed under Section 4999 of the Code, the Company will compare (i) the net after-tax benefit to Mr. Fine of receiving the payments and benefits in full (taking into account the excise tax) with (ii) the net after-tax benefit to Mr. Fine if the payments and benefits are reduced to the extent necessary to avoid the excise tax. The payments and benefits will be paid either in full or reduced to such extent, whichever results in the greater after-tax benefit to Mr. Fine.

Under Mr. Fine's employment agreement, if his employment is terminated by the Company for "cause," he is entitled to receive the following:

Under Mr. Fine's employment agreement, "cause" is defined as:

Under Mr. Fine's employment agreement, "good reason" is defined as:

Under the agreement, Mr. Fine may not terminate his employment for good reason unless he has provided written notice to the Board of Directors of the existence of the circumstances providing grounds for termination for good reason within 90 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances.

Under Mr. Fine's employment agreement, a "change in control" will occur if:

serving at the time of his or her nomination or selection and (ii) who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of any person who is the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company's outstanding shares entitled to vote for the election of directors, cease for any reason to constitute at least a majority of the Company's Board of Directors;

James A. Fine, Jr. and W. Morris Fine. The employment agreements of James A. Fine, Jr. and W. Morris Fine are substantially identical to J. Allen Fine's employment agreement, except that under their agreements, following termination of employment due to death, disability or retirement, by the Company other than for "cause," or by the executive for "good reason" or because of a "change in control," they are entitled to (i) continued participation in the Company's health insurance plans by their dependent children at no expense until any such children are no longer dependent and (ii) cause the Company to transfer to them any life insurance policies owned by the Company on their lives.

Conditions to Receipt of Severance Benefits. Under each named executive officer's employment agreement, the Company's obligations to provide the executive with the severance benefits described above are contingent on:

Death Benefit Plan Agreements

J. Allen Fine is party to an Amended and Restated Death Benefit Plan Agreement with the Company. The Death Benefit Plan Agreement provides that in the event of his death while employed by the Company, a lump sum amount equal to three times the highest rate of base salary paid at any time, plus three times the average of the three highest years of annual bonus compensation paid to him at any time, be paid within 60 days of his death to the beneficiaries designated by Mr. Fine under this agreement.

James A. Fine, Jr. and W. Morris Fine also are each party to an Amended and Restated Death Benefit Plan Agreement. Their Death Benefit Plan Agreements provide that in the event of the executive's death while employed by the Company, a lump sum amount equal to three times the highest rate of base salary paid at any time, plus three times the average of the three highest years of annual bonus compensation paid to him at any time, be paid within 60 days of his individual death to a beneficiary designated by the executive. Additionally, under each executive's Death Benefit Plan Agreement, the respective designated beneficiary of the executive would also be paid a lump sum amount equal to $2,000,000,

Potential Payments Upon Termination or Change in Control

Estimated Post-Employment Compensation and Benefits. The following tables set forth the estimated post-employment compensation and benefits that would have been payable to each of the named executive officers under his agreements, assuming that each covered circumstance occurred on December 31, 2025.

The following table shows the potential payments upon a change in control of the Company or termination for J. Allen Fine, the Company's Chief Executive Officer and Chairman of the Board:

The following table shows the potential payments upon a change in control of the Company or termination for James A. Fine, Jr., the Company's President, Chief Financial Officer and Treasurer:

The following table shows the potential payments upon a change in control of the Company or termination for W. Morris Fine, the Company's President and Chief Operating Officer:

PEO to Median Employee Pay Ratio

SEC rules require companies to disclose the ratio of the total annual compensation of the Company's principal executive office ("PEO") to the median employee's total annual compensation. The 2025 pay ratio for the Company is as follows:

Under the pay ratio rule, a company is required to identify its median employee only once every three years so long as during the last prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in a significant change in its pay ratio disclosure. In determining the median employee, we examined total compensation paid in 2025 (including wages, bonuses paid in 2025, Company contributions under our 401(k) plan, and the grant date fair value of equity awards) consistently for all individuals, excluding Mr. Fine, who were employed by the Company as of December 31, 2025. We included all our employees in the process, whether employed on a full-time or part-time basis. We annualized the compensation for full-time employees who were not employed by us all for all of 2025.

We calculated the median employee's annual total compensation for 2025 using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement, consistent with Item 402(u) of Regulation S-K adopted by the SEC. However, due to the flexibility afforded by Item 402(u) in calculating the PEO pay ratio, our PEO pay ratio may not be comparable to the PEO pay ratios presented by other companies.

Risk Analysis of Compensation Policies and Practices

We have considered our compensation policies and practices for all employees and concluded that any risks arising from our policies and practices are not reasonably likely to have a material adverse effect on the Company.

Grants of Plan-Based Awards in 2025

There were no grants of plan-based awards to the named executive officers in the fiscal year ended December 31, 2025.

Outstanding Equity Awards at 2025 Fiscal Year-End

There were no outstanding equity awards to the named executive officers as of December 31, 2025.

2025 Option Exercises and Stock Vested

There was no exercise of options or SARs or vesting of shares of Common Stock held by the named executive officers in fiscal 2025.

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance measures of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company's performance and compensation for the named executive officers.

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.

Analysis of the Information Presented in the Pay Versus Performance Table

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

The following graph compares the "compensation actually paid" to the Chief Executive Officer and the average "compensation actually paid" to our other named executive officers to the Company TSR and Peer Group TSR for each fiscal year presented. The Compensation Committee does not consider Company TSR as a general matter when designing the Company's executive compensation program. As described in more detail under "Executive Compensation - Narrative Discussion of Executive Compensation" above, the Compensation Committee does review stock performance when making compensation decisions but focuses on building long term shareholder value while at the same time acknowledging the cyclical nature of the Company's business.

 

The following graph compares the "compensation actually paid" to the Chief Executive Officer and the average "compensation actually paid" to our other named executive officers to our net income as reported in our audited financial statements for each fiscal year presented. The Company does not use net income alone as a performance measure in the overall executive compensation program. However, the Compensation Committee considers net income among other metrics when determining annual salary adjustments and discretionary incentive bonuses.

 

The following graph compares the "compensation actually paid" to the Chief Executive Officer and the average "compensation actually paid" to our other named executive officers to our non-GAAP operating margin for each fiscal year presented. The Company does not use non-GAAP operating margin alone as a performance measure in the overall executive compensation program. However, the Compensation Committee considers non-GAAP operating margin among other metrics when determining annual salary adjustments and discretionary incentive bonuses.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors recognizes that related party transactions present a heightened risk of conflicts of interest, or the perception of conflicts of interest, and has adopted a written policy to be followed in connection with all related party transactions involving the Company. Pursuant to the policy, all related party transactions must be approved by either (1) a majority of the disinterested members of the Audit Committee of the Board of Directors or (2) a majority of independent and disinterested members of the Board of Directors. In either case, a related party transaction may not be approved by a single director. For purposes of the policy, the term "related party transaction" is defined as any transaction that is required to be disclosed in the Company's proxy statements or other filings with the SEC pursuant to Item 404 of Regulation S-K. Loans or guaranties to directors and executive officers are prohibited.

There were no reportable related person transactions during fiscal 2024 and 2025.

SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING

Shareholders who, in accordance with Rule 14a-8 of the Exchange Act, wish to present proposals for inclusion in the proxy materials to be distributed in connection with the 2027 Annual Meeting of Shareholders must submit their proposals so that they are received at the Company's principal executive offices no later than December 14, 2026. Pursuant to SEC rules, submitting a proposal does not guarantee that it will be included in the proxy materials.

In accordance with the Company's Bylaws, in order to be properly brought before the 2027 Annual Meeting of Shareholders, a shareholder's notice of a matter the shareholder wishes to present (other than a matter brought pursuant to Rule 14a-8 of the Exchange Act), or the person or persons the shareholder wishes to nominate as a director, must be delivered to the Corporate Secretary of the Company at its principal executive offices no earlier than the close of business on January 20, 2027 and no later than the close of business on February 19, 2027. To be in proper form, such shareholders' notice must include the specified information concerning the proposal or nominee as described in the Company's Bylaws. The Company or the presiding officer at the annual meeting of shareholders may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures specified in the Company's Bylaws.

Shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees in accordance with Rule 14a-19 under the Exchange Act must provide written notice that sets forth the information required by the Company's Bylaws and Rule 14a-19(b), which notice must be delivered to the Secretary of the Company no later than March 19, 2027. The Company or the chair of the meeting at the annual meeting of shareholders may refuse to accept any such proposal that is not in proper form or submitted in compliance with the procedures specified in the Company's Bylaws or Rule 14a-19, as applicable.