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What changed in STEWART INFORMATION SERVICES CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of STEWART INFORMATION SERVICES CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+175 added−158 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in STEWART INFORMATION SERVICES CORP's 2025 10-K

175 paragraphs added · 158 removed · 145 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

69 edited+10 added−7 removed27 unchanged
Biggest changeTotal international revenues decreased $40.3 million, or 24%, in 2023 primarily due to lower transaction volumes in our Canadian and United Kingdom operations compared to the prior year. 23 Closed and opened orders information is as follows: Year Ended December 31 Change % Change 2024 2023 2022 2024 vs 2023 2023 vs 2022 2024 vs 2023 2023 vs 2022 Opened Orders: Commercial 15,167 14,203 20,202 964 (5,999) 7 % (30) % Purchase 191,938 202,947 241,781 (11,009) (38,834) (5) % (16) % Refinance 71,274 64,418 98,663 6,856 (34,245) 11 % (35) % Other 44,449 27,328 9,037 17,121 18,291 63 % 202 % Total 322,828 308,896 369,683 13,932 (60,787) 5 % (16) % Closed Orders: Commercial 15,452 14,971 18,448 481 (3,477) 3 % (19) % Purchase 135,471 147,528 184,652 (12,057) (37,124) (8) % (20) % Refinance 43,252 40,151 81,755 3,101 (41,604) 8 % (51) % Other 34,577 17,612 8,071 16,965 9,541 96 % 118 % Total 228,752 220,262 292,926 8,490 (72,664) 4 % (25) % Gross revenues from independent agency operations (agency revenues) improved $57.2 million, or 6%, in 2024, while they decreased $480.3 million, or 33%, in 2023, compared to corresponding prior years, which were consistent with the performance of our direct title operations and trends of the overall real estate market during 2024 and 2023.
Biggest changeClosed and opened orders information is as follows: Year Ended December 31 Change % Change 2025 2024 2023 2025 vs 2024 2024 vs 2023 2025 vs 2024 2024 vs 2023 Opened Orders: Commercial 17,870 15,167 14,203 2,703 964 18 % 7 % Purchase 189,503 191,938 202,947 (2,435) (11,009) (1) % (5) % Refinance 81,548 71,274 64,418 10,274 6,856 14 % 11 % Other 40,598 44,449 27,328 (3,851) 17,121 (9) % 63 % Total 329,519 322,828 308,896 6,691 13,932 2 % 5 % 24 Year Ended December 31 Change % Change 2025 2024 2023 2025 vs 2024 2024 vs 2023 2025 vs 2024 2024 vs 2023 Closed Orders: Commercial 17,538 15,452 14,971 2,086 481 13 % 3 % Purchase 130,720 135,471 147,528 (4,751) (12,057) (4) % (8) % Refinance 50,348 43,252 40,151 7,096 3,101 16 % 8 % Other 31,529 34,577 17,612 (3,048) 16,965 (9) % 96 % Total 230,135 228,752 220,262 1,383 8,490 1 % 4 % Gross revenues from independent agency operations (agency revenues) in 2025 improved $219.4 million, or 21%, compared to 2024, primarily driven by improved volumes in key agency states and commercial transactions.
Our second and third quarters are typically the most active as the summer is the traditional home buying season, and while commercial transaction closings are skewed to the end of the year, individually large commercial transactions can occur any time of year.
Our second and third quarters are typically the most active as the summer is the traditional home buying season, and while commercial transaction closings are skewed to the end of the year, individually large commercial transactions can occur any time of the year.
However, to the extent that these funds are not sufficient, we may be required to borrow funds on terms less favorable than we currently have or seek funding from the equity market, which may not be successful or may be on terms that are dilutive to existing stockholders. Other comprehensive (loss) income.
However, to the extent that these funds are not sufficient, we may be required to borrow funds on terms less favorable than we currently have or seek funding from the equity market, which may not be successful or may be on terms that are dilutive to existing stockholders. Other comprehensive income (loss).
Refer to Note 6 to our audited consolidated financial statements for additional details. Net realized and unrealized gains. Refer to Note 6 to our audited consolidated financial statements for details. Expenses. Our employee costs and certain other operating expenses are sensitive to inflation.
Refer to Note 6 to our audited consolidated financial statements for additional details. 25 Net realized and unrealized gains. Refer to Note 6 to our audited consolidated financial statements for details. Expenses. Our employee costs and certain other operating expenses are sensitive to inflation.
We expect that cash flows from operations and cash available from our underwriters, subject to regulatory restrictions, will be sufficient to fund our operations, including claims payments.
We expect that cash flows from operations and cash available from our underwriters, subject to regulatory restrictions, will be sufficient to fund our operations, including title claims payments.
Variable costs include appraiser and service expenses related to real estate solutions operations, outside search fees, attorney fee splits, credit losses (on receivables), copy supplies, delivery fees, postage, premium taxes and title plant maintenance expenses. Independent costs include general supplies, litigation defense, business promotion and marketing, and travel.
Variable costs include third-party service and appraiser expenses related to real estate solutions operations, title outside search fees, attorney fee splits, credit losses (on receivables), copy supplies, delivery fees, postage, premium taxes and title plant maintenance expenses. Independent costs include general supplies, litigation defense, business promotion and marketing and travel.
Costs that are primarily fixed in nature in 2024 were comparable with 2023, while independent costs decreased $3.1 million, or 5%, primarily due to lower office closure and litigation settlement expenses, partially offset by higher business promotion and marketing, and travel costs.
Costs that are primarily fixed in nature in 2024 were comparable with 2023, while independent costs decreased $3.1 million, or 5%, primarily due to lower office closure and litigation settlement expenses, partially offset by higher business promotion and marketing, and travel costs. Title losses.
Other operating expenses include costs that are primarily fixed in nature, costs that follow, to varying degrees, changes in transaction volumes and revenues (variable costs) and costs that fluctuate independently of revenues (independent costs). Costs that are primarily fixed in nature include rent and other occupancy expenses, equipment rental, insurance, repairs and maintenance, technology costs, telecommunications and title plant expenses.
Other operating expenses include costs that are primarily fixed in nature, costs that follow, to varying degrees, changes in transaction volumes and revenues (variable costs) and costs that fluctuate independently of revenues (independent costs). Costs that are primarily fixed in nature include rent and other occupancy expenses, equipment rental, insurance, repairs and maintenance, technology costs and telecommunications expenses.
As of December 31, 2024 and 2023, our reserve balance was above the actuarial midpoint of total estimated policy loss reserves. Refer to Note 10 (Estimated title losses) to our audited consolidated financial statements for details. Depreciation and amortization .
As of December 31, 2025 and 2024, our reserve balance was above the actuarial midpoint of total estimated policy loss reserves. Refer to Note 10 (Estimated title losses) to our audited consolidated financial statements for details. Depreciation and amortization .
Provisions for title losses, as a percentage of title operating revenues, were 3.9%, 4.1% and 3.8% in 2024, 2023 and 2022, respectively. The title loss ratio in any given year can be significantly influenced by changes in new large claims incurred, escrow losses and adjustments to reserves for existing large claims.
Provisions for title losses, as a percentage of title operating revenues, were 3.4%, 3.9% and 4.1% in 2025, 2024 and 2023, respectively. The title loss ratio in any given year can be significantly influenced by changes in new large claims incurred, escrow losses and adjustments to reserves for existing large claims.
We continue to focus on increasing profit margins in every state, increasing premium revenue in states where remittance rates are above 20%, and maintaining the quality of our agency network, which we believe to be the industry’s best, in order to mitigate claims risk and drive consistent future performance.
We continue to focus on increasing profit margins in every state, increasing premium revenue in states where remittance rates are higher, and maintaining the quality of our agency network, which we believe to be the industry’s best, in order to mitigate claims risk and drive consistent future performance.
These risks and uncertainties include, among other things, the following: • the volatility of economic conditions; • adverse changes in the level of real estate activity; • changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; • our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems; • the impact of unanticipated title losses or the need to strengthen our policy loss reserves; • any effect of title losses on our cash flows and financial condition; • the ability to attract and retain highly productive sales associates; • the impact of vetting our agency operations for quality and profitability; • independent agency remittance rates; • changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; • regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees; 30 • our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; • our ability to realize anticipated benefits of our previous acquisitions; • the outcome of pending litigation; • our ability to manage risks associated with potential cybersecurity or other privacy or data security breaches; • the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; • our dependence on our operating subsidiaries as a source of cash flow; • our ability to access the equity and debt financing markets when and if needed; • effects of seasonality and weather; and • our ability to respond to the actions of our competitors.
These risks and uncertainties include, among other things, the following: • the volatility of economic conditions, including economic changes that may result from new or increased tariffs, trade restrictions, prolonged federal government shutdowns or geopolitical tensions; • adverse changes in the level of real estate activity; • changes in mortgage interest rates, existing and new home sales, and availability of mortgage financing; • our ability to respond to and implement technology changes, including the completion of the implementation of our enterprise systems; • the impact of unanticipated title losses or the need to strengthen our policy loss reserves; • any effect of title losses on our cash flows and financial condition; • the ability to attract and retain highly productive sales associates; • the impact of vetting our agency operations for quality and profitability; • independent agency remittance rates; • changes to the participants in the secondary mortgage market and the rate of refinancing that affects the demand for title insurance products; • regulatory non-compliance, fraud or defalcations by our title insurance agencies or employees; • our ability to timely and cost-effectively respond to significant industry changes and introduce new products and services; 31 • our ability to realize anticipated benefits of our previous acquisitions; • the outcome of pending litigation; • our ability to manage risks associated with potential cybersecurity or other privacy or data security breaches; • the impact of changes in governmental and insurance regulations, including any future reductions in the pricing of title insurance products and services; • our dependence on our operating subsidiaries as a source of cash flow; • our ability to access the equity and debt financing markets when and if needed; • effects of seasonality and weather; and • our ability to respond to the actions of our competitors.
On average, title premium rates for refinance orders are lower compared to a similarly priced purchase transaction. 22 Title revenues.
On average, title premium rates for refinance orders are lower compared to a similarly priced purchase transaction. 23 Title revenues.
The parent company also receives distributions from Guaranty, its regulated title insurance underwriter, to meet cash requirements for acquisitions and other strategic investments. 27 A substantial majority of our consolidated cash and investments as of December 31, 2024 was held by Guaranty and its subsidiaries.
The parent company also receives distributions from Guaranty, its regulated title insurance underwriter, to meet cash requirements for acquisitions and other strategic investments. 28 A substantial majority of our consolidated cash and investments as of December 31, 2025 was held by Guaranty and its subsidiaries.
Our primary foreign currencies are the Canadian dollar and British pound, and, relative to the U.S. dollar, the value of the Canadian dollar and British pound generally declined in 2024 and 2022, while it appreciated during 2023. 29 We believe we have sufficient liquidity and capital resources to meet the cash needs of our ongoing operations, including consideration of the current economic and real estate environment created by the increasing mortgage interest rates.
Our primary foreign currencies are the Canadian dollar and British pound, and, relative to the U.S. dollar, the value of the Canadian dollar and British pound generally appreciated in 2025 and 2023, while it declined during 2024. 30 We believe we have sufficient liquidity and capital resources to meet the cash needs of our ongoing operations, including consideration of the current economic and real estate environment created by elevated mortgage interest rates.
The Texas Department of Insurance (TDI) must be notified of any dividend declared, and any dividend in excess of the greater of the statutory net operating income or 20% of surplus (which was approximately $173.0 million as of December 31, 2024) would be, by regulation, considered extraordinary and subject to pre-approval by the TDI (see Note 3 to our audited consolidated financial statements for details).
The Texas Department of Insurance (TDI) must be notified of any dividend declared, and any dividend in excess of the greater of the statutory net operating income or 20% of surplus (which was approximately $165.4 million as of December 31, 2025) would be, by regulation, considered extraordinary and subject to pre-approval by the TDI (see Note 3 to our audited consolidated financial statements for details).
Effect of changes in foreign currency rates. The effect of changes in foreign currency rates on the consolidated statements of cash flows was a net (decrease) increase in cash and cash equivalents of $(4.5 million), $1.0 million and $(5.5 million) in 2024, 2023 and 2022, respectively.
Effect of changes in foreign currency rates. The effect of changes in foreign currency rates on the consolidated statements of cash flows was a net increase (decrease) in cash and cash equivalents of $3.2 million, $(4.5 million) and $1.0 million in 2025, 2024 and 2023, respectively.
In addition, included within cash and cash equivalents are statutory reserve funds of approximately $9.5 million at December 31, 2024. Although these cash statutory reserve funds are not restricted or segregated in depository accounts, they are required to be held pursuant to state statutes.
In addition, included within cash and cash equivalents are statutory reserve funds of approximately $4.4 million at December 31, 2025. Although these cash statutory reserve funds are not restricted or segregated in depository accounts, they are required to be held pursuant to state statutes.
During 2024, 2023 and 2022, payments on notes payable of $3.4 million, $5.7 million and $74.3 million, respectively, and notes payable additions of $3.4 million, $3.5 million and $39.5 million, respectively, were related to our Section 1031 business, which had an outstanding balance of $0.2 million at December 31, 2024.
During 2025, 2024 and 2023, payments on notes payable of $1.2 million, $3.4 million and $5.7 million, respectively, and notes payable additions of $1.2 million, $3.4 million and $3.5 million, respectively, were related to our Section 1031 business, which had an outstanding balance of $0.1 million at December 31, 2025.
Claims payments made on large title claims, net of insurance recoveries, during 2024, 2023 and 2022 were $14.9 million, $26.3 million and $23.1 million, respectively. 26 Our liability for estimated title losses as of December 31, 2024 and 2023 comprises both known claims and our IBNR. Known claims reserves are reserves related to actual losses reported to us.
Claims payments made on large title claims (net of recoveries) during 2025, 2024 and 2023 were $6.3 million, $14.9 million and $26.3 million, respectively. Our liability for estimated title losses as of December 31, 2025 and 2024 comprises both known claims and our IBNR. Known claims reserves are reserves related to actual losses reported to us.
Total other operating expenses, as a percentage of total operating revenues (other operating expenses ratio), were 24.9%, 22.9% and 21.3% during 2024, 2023 and 2022, respectively, with the higher other operating expenses ratios in 2024 and 2023 primarily driven by the increased size of our real estate solutions operations which typically have higher other operating expenses.
Total other operating expenses, as a percentage of total operating revenues (other operating expenses ratio), were 25.0%, 24.9% and 22.9% during 2025, 2024 and 2023, respectively, with the higher ratios in 2025 and 2024 primarily driven by the increased size of our real estate solutions operations, which typically have higher other operating expenses.
The following table shows employee costs and other operating expenses as a percentage of operating revenues for each of the title and real estate solutions segments for the years ended December 31: Employee Costs Other Operating Expenses 2024 2023 2022 2024 2023 2022 Title 32.8 % 33.3 % 27.1 % 16.5 % 16.4 % 14.8 % Real estate solutions 15.2 % 18.7 % 17.0 % 72.2 % 68.2 % 68.8 % Employee costs.
The following table shows employee costs and other operating expenses as a percentage of operating revenues for each of the title and real estate solutions segments for the years ended December 31: Employee Costs Other Operating Expenses 2025 2024 2023 2025 2024 2023 Title 31.2 % 32.8 % 33.3 % 15.8 % 16.5 % 16.4 % Real estate solutions 14.3 % 15.2 % 18.7 % 74.8 % 72.2 % 68.2 % Employee costs.
Retention by agencies. Amo unts retained by title agencies are based on agreements between agencies and our title underwriters. Amounts retained by independent agencies, as a percentage of revenues generated by them, averaged 82.9%, 82.5% and 82.4% during each of the three years ended December 31, 2024.
Retention by agencies. Amounts retained by title agencies are based on agreements between agencies and our title underwriters. Amounts retained by independent agencies, as a percentage of revenues generated by them, averaged 83.0%, 82.9% and 82.5% during each of the three years ended December 31, 2025.
LIQUIDITY AND CAPITAL RESOURCES Our liquidity and capital resources reflect our ability to generate cash flow to meet our obligations to shareholders, customers (payments to satisfy claims on title policies), vendors, employees, lenders and others. As of December 31, 2024, our total cash and investments, including amounts reserved pursuant to statutory requirements, aggregated $926.6 million.
LIQUIDITY AND CAPITAL RESOURCES Our liquidity and capital resources reflect our ability to generate cash flow to meet our obligations to stockholders, customers (payments to satisfy claims on title policies), vendors, employees, lenders and others. As of December 31, 2025, our total cash and investments, including amounts reserved pursuant to statutory requirements, aggregated $975.8 million.
Our effective tax rates for 2024, 2023 and 2022 were 26%, 33% and 24%, respectively, based on income before taxes (after deducting noncontrolling interests) of $99.5 million, $45.7 million and $213.2 million, respectively.
Income taxes. Our effective tax rates for 2025, 2024 and 2023 were 24%, 26% and 33%, respectively, based on income before taxes (after deducting noncontrolling interests) of $150.9 million, $99.5 million and $45.7 million, respectively.
Cash held at the parent company and its unregulated subsidiaries (which totaled $32.1 million at December 31, 2024) is available for funding the parent company's operating expenses, interest payments on debt and dividend payments to common stockholders.
Cash held at the parent company and its unregulated subsidiaries (which totaled $150.3 million at December 31, 2025) is available for funding the parent company and its unregulated subsidiaries' operating expenses, and the parent company's interest payments on debt and dividend payments to common stockholders.
We maintain investment in capital expenditures at a level that enables us to implement technologies for increasing our operational and back-office efficiencies and to pursue growth in key markets. Financing activities and capital resources. Total debt and stockholders’ equity were $445.8 million and $1.4 billion, respectively, as of December 31, 2024.
We maintain investment in capital expenditures at a level that enables us to implement technologies for increasing our operational and back-office efficiencies, to pursue growth in key markets and for improving customer experience. Financing activities and capital resources. Total debt and stockholders’ equity were $646.6 million and $1.7 billion, respectively, as of December 31, 2025.
Our principal cash expenditures for operations are employee costs, operating costs and title claims payments. 28 Net cash provided by operations in 2024 increased by $52.6 million compared to 2023, primarily due to higher net income and lower payments on claims, while net cash provided by operations in 2023 declined by $108.8 million compared to the prior year, primarily due to the lower net income and higher payments on claims.
Our principal cash expenditures for operations are employee costs, operating costs and title claims payments. 29 Net cash provided by operations in 2025 increased by $70.1 million compared to 2024, primarily due to higher net income and lower payments on claims in 2025, while net cash provided by operations in 2024 increased by $52.6 million compared to the prior year, primarily due to higher net income and lower payments on claims in 2024.
Statutory premium reserves are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claims payments, which must be funded from current operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $535.5 million at December 31, 2024.
Statutory reserve funds are required to be fully funded and invested in high-quality securities and short-term investments. Statutory reserve funds are not available for current claim payments, which must be funded from current operating cash flow. Included in investments in debt and equity securities are statutory reserve funds of approximately $492.0 million at December 31, 2025.
Refer to the Consolidated statements of cash flows in the audited consolidated financial statements. 2024 2023 2022 (in $ millions) Net cash provided by operating activities 135.6 83.0 191.9 Net cash used by investing activities (87.3) (30.0) (300.7) Net cash used by financing activities (61.0) (69.1) (123.2) Operating activities.
Refer to the Consolidated statements of cash flows in the audited consolidated financial statements. 2025 2024 2023 (in $ millions) Net cash provided by operating activities 205.7 135.6 83.0 Net cash used by investing activities (368.6) (87.3) (30.0) Net cash provided (used) by financing activities 265.2 (61.0) (69.1) Operating activities.
We used $14.4 million, $25.1 million and $142.9 million of cash during 2024, 2023 and 2022, respectively, for acquisitions of various title and real estate solutions businesses, consistent with our strategy of increasing scale, growth in key markets and broader technology and service offerings.
We used $370.0 million, $14.4 million and $25.1 million of cash during 2025, 2024 and 2023, respectively, for acquisitions of various real estate solutions and title businesses (which included our acquisition of MCS in 2025), consistent with our strategy of increasing scale, growth in key markets and broader technology and service offerings.
During 2024, we paid dividends of $1.95 per common share, compared to $1.85 and $1.65 per common share paid during 2023 and 2022, respectively. Beginning in the third quarter 2024, our annual cash dividend was increased to $2.00 per share. In aggregate, we paid total dividends of $53.9 million, $50.5 million and $44.7 million in 2024, 2023 and 2022, respectively.
During 2025, we paid dividends of $2.05 per common share, compared to $1.95 and $1.85 per common share paid during 2024 and 2023, respectively. Beginning in the third quarter 2025, we increased our annual cash dividend to $2.10 per share. In aggregate, we paid total dividends of $58.5 million, $53.9 million and $50.5 million in 2025, 2024 and 2023, respectively.
During 2024, 2023 and 2022, total proceeds from securities investments sold and matured were $130.6 million, $132.2 million and $103.8 million, respectively; while cash used for purchases of securities investments was $121.5 million, $78.0 million and $207.5 million, respectively.
During 2025, 2024 and 2023, total proceeds from securities investments sold and matured were $214.7 million, $130.6 million and $132.2 million, respectively; while cash used for purchases of securities investments was $112.1 million, $121.5 million and $78.0 million, respectively.
An analysis of expenses is shown below: Year Ended December 31 Change* % Change 2024 2023 2022 2024 vs 2023 2023 vs 2022 2024 vs 2023 2023 vs 2022 (in $ millions) (in $ millions) Amounts retained by independent agencies 864.8 813.5 1,208.3 51.3 (394.8) 6 % (33) % As a % of agency revenues 82.9 % 82.5 % 82.4 % Employee costs 745.4 712.8 802.0 32.6 (89.2) 5 % (11) % As a % of operating revenues 30.8 % 32.2 % 26.3 % Other operating expenses 604.0 507.7 648.0 96.3 (140.3) 19 % (22) % As a % of operating revenues 24.9 % 22.9 % 21.3 % Title losses and related claims 80.4 80.3 102.7 0.1 (22.4) — % (22) % As a % of title revenues 3.9 % 4.1 % 3.8 % *Amounts change may not add due to rounding.
An analysis of expenses is shown below: Year Ended December 31 Change* % Change 2025 2024 2023 2025 vs 2024 2024 vs 2023 2025 vs 2024 2024 vs 2023 (in $ millions) (in $ millions) Amounts retained by independent agencies 1,047.7 864.8 813.5 182.9 51.3 21 % 6 % As a % of agency revenues 83.0 % 82.9 % 82.5 % Employee costs 830.6 745.4 712.8 85.2 32.6 11 % 5 % As a % of operating revenues 29.1 % 30.8 % 32.2 % Other operating expenses 714.6 604.0 507.7 110.7 96.3 18 % 19 % As a % of operating revenues 25.0 % 24.9 % 22.9 % Title losses and related claims 81.7 80.4 80.3 1.3 0.1 2 % — % As a % of title revenues 3.4 % 3.9 % 4.1 % *Amounts change may not add due to rounding.
Also in 2023, we recorded foreign currency translation gains which increased our other comprehensive income by $5.3 million, net of taxes, which was primarily driven by the appreciation in value of the Canadian dollar and British pound against the U.S. dollar. Off-balance sheet arrangements.
Also in 2025, we recorded foreign currency translation gains of $11.5 million, net of taxes, which increased our other comprehensive income and were primarily driven by the appreciation of the Canadian dollar and British pound against the U.S. dollar.
Guaranty paid $30.0 million in dividends to its parent during 2024, while it paid no dividends during 2023. Contractual obligations. Our material contractual obligations at December 31, 2024 are composed primarily of our unsecured senior notes (and the related semi-annual interest payments), operating leases, and reserves for estimated title losses.
Guaranty paid $173.0 million and $30.0 million in dividends to its parent during 2025 and 2024, respectively. Contractual obligations. Our material contractual obligations at December 31, 2025 are composed primarily of our unsecured 3.6% Senior Notes (Senior Notes) and line of credit facility (and the related interest payments), operating leases, and reserves for estimated title losses.
Net agency revenues (which are net of agency retention) increased $5.9 million, or 3%, in 2024 and decreased $85.5 million, or 33%, in 2023, compared to respective prior periods, primarily consistent with the gross agency revenues trend. Refer further to the "Retention by agencies" discussion under Expenses below. Title revenues by geographic location.
Net agency revenues (which are net of agency retention) increased $36.5 million (21%) and $5.9 million (3%) in 2025 and 2024, respectively, primarily consistent with the gross agency revenues trend. Refer further to the "Retention by agencies" discussion under Expenses below. Title revenues by geographic location.
Of our total cash and investments at December 31, 2024, $523.4 million ($259.1 million, net of statutory reserves) was held in the United States (U.S.) and the rest internationally, principally in Canada.
Of our total cash and investments at December 31, 2025, $540.5 million ($343.3 million, net of statutory reserves) was held in the United States (U.S.) and the rest internationally (principally in Canada).
We used $40.5 million, $37.8 million and $47.9 million of cash for purchases of property and equipment and other long-lived assets during 2024, 2023 and 2022, respectively, while we used cash of $31.6 million and $1.0 million during 2024 and 2023, respectively, for cost-basis and other investments.
We used $73.4 million, $40.5 million and $37.8 million of cash for purchases of property and equipment and other long-lived assets (including internal-use software development) during 2025, 2024 and 2023, respectively, while we used cash of $8.8 million, $31.6 million and $1.0 million during 2025, 2024 and 2023, respectively, for payments for cost-basis and other investments.
In 2023, net unrealized investment gains of $10.9 million, net of taxes, which increased our other comprehensive income, were primarily related to net increases in the fair values of our corporate and foreign bond securities investments, primarily influenced by inflation improvements and expected government actions to lower interest rates.
In 2025, net unrealized investment gains of $10.0 million, net of taxes, which increased our other comprehensive income, were primarily related to net increases in the fair values of our corporate and foreign bond securities investments, which resulted primarily from lower interest rates.
Also in 2024, we recorded foreign currency translation losses of $14.8 million, net of taxes, which increased our other comprehensive loss, which was primarily driven by the decline in value of the Canadian dollar and British pound against the U.S. dollar.
Also in 2024, we recorded foreign currency translation losses of $14.8 million, net of taxes, which increased our other comprehensive loss, which was primarily driven by the decline in value of the Canadian dollar and British pound against the U.S. dollar. Off-balance sheet arrangements. We do not have any material source of liquidity or financing that involves off-balance sheet arrangements.
Consolidated employee costs in 2024 increased $32.6 million, or 5%, compared to 2023, primarily driven by increased incentive compensation on overall improved revenues and higher salaries and benefits expenses on higher average employee count in 2024.
Consolidated employee costs increased $85.2 million, or 11%, in 2025 compared to 2024, and increased $32.6 million, or 5%, in 2024 compared to 2023, primarily driven by higher salaries and employee benefits expenses related to a higher average employee count, and increased incentive compensation consistent with overall improved results during 2025 and 2024.
Certain statements in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “may,” "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "foresee" or other similar words.
Such forward-looking statements relate to future, not past, events and often address our expected future business and financial performance. These statements often contain words such as “may,” "expect," "anticipate," "intend," "plan," "believe," "seek," "will," "foresee" or other similar words.
We continue to thoughtfully manage expenses, especially in light of the current slow residential real estate market due to elevated mortgage interest rates, specifically focusing on lowering unit costs of production and improving operating margins in our direct title and real estate solutions operations.
We are continuing our emphasis on cost management, especially in light of the current economic environment due to elevated mortgage interest rates, specifically focusing on lowering unit costs of production and improving operating margins in our direct title and real estate solutions operations.
Employee costs in 2024 for the title and real estate solutions segments increased $28.5 million, or 4%, and $5.3 million, or 11%, respectively, primarily driven by higher average employee counts and increased incentive compensation compared to 2023.
Employee costs for the title segment increased $77.0 million, or 11%, in 2025 and increased $28.5 million, or 4%, in 2024, primarily driven by higher average employee counts and increased incentive compensation compared to corresponding prior periods.
Depreciation and amortization expense in 2024 decreased $0.8 million, or 1%, compared to 2023, primarily due to lower acquisition intangible amortization expenses resulting from several assets becoming fully amortized, partially offset by increased depreciation expenses related to new internal-use systems placed into operation.
Total depreciation and amortization expense in 2024 was also comparable to 2023, primarily due to increased depreciation expenses related to new internal-use systems placed into operation being offset by lower acquisition intangible amortization expenses resulting from several assets becoming fully amortized. Acquisition intangible asset amortization expenses in 2025, 2024 and 2023 were $31.9 million, $32.1 million and $34.6 million, respectively.
Total international revenues in 2024 improved $8.6 million, 7%, primarily due to higher transaction volumes in our Canadian and Australian operations compared to 2023. Direct title revenues in 2023 decreased 23% compared to 2022, primarily due to reduced transaction volumes driven by the elevated interest rate market environment.
Total international revenues in 2024 improved $8.6 million, 7%, primarily due to higher transaction volumes in our Canadian and Australian operations compared to 2023.
As of December 31, 2024, the outstanding balance of our Senior Notes was $445.7 million, while we have an unused $197.5 million borrowing capacity on our existing line of credit facility (refer to Note 9 to our audited consolidated financial statements for details).
As of December 31, 2025, the outstanding balance of our Senior Notes was $446.2 million, while our line of credit facility had an outstanding balance of $200.0 million with a remaining borrowing capacity of $97.5 million (refer to Note 9 to our audited consolidated financial statements for details).
Refer to Note 9 (Notes payable) and Note 14 (Leases) to our audited consolidated financial statements for details on the unsecured senior notes and operating leases, respectively. Refer to the Note 10 (Estimated title losses) to our audited consolidated financial statements and the Title losses section under Results of Operations for details on title losses. Cash flows.
Refer to Note 9 (Notes payable and line of credit) and Note 14 (Leases) to our audited consolidated financial statements for details on the Senior Notes and line of credit facility, and operating leases, respectively.
The Company holds the proceeds from these transactions until a qualifying exchange can occur. In accordance with industry practice, these segregated accounts are not included on the balance sheet. See Note 15 to our audited consolidated financial statements included in Item 15 of Part IV of this report for details. Cautionary statements regarding forward-looking statements.
In accordance with industry practice, these segregated accounts are not included on the balance sheet. See Note 15 to our audited consolidated financial statements included in Item 15 of Part IV of this report for details. Forward-looking statements. Certain statements in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.
The approximate amounts and percentages of consolidated title operating revenues for the last three years ended December 31, 2024 were as follows: Year Ended December 31 Percentages 2024 2023 2022 2024 2023 2022 (in $ millions) Texas 315 305 448 16 % 16 % 17 % New York 206 195 284 10 % 10 % 10 % International 141 131 176 7 % 7 % 6 % Ohio 123 96 105 6 % 5 % 4 % California 93 89 133 5 % 5 % 5 % Pennsylvania 87 77 77 4 % 4 % 3 % Florida 85 85 135 4 % 4 % 5 % All others 1,014 971 1,355 48 % 49 % 50 % 2,064 1,949 2,713 100 % 100 % 100 % Real estate solutions and other revenues.
The approximate amounts and percentages of consolidated title operating revenues for the last three years ended December 31, 2025 were as follows (amounts and percentages are rounded and may not foot as presented): Year Ended December 31 Percentages 2025 2024 2023 2025 2024 2023 (in $ millions) Texas 365 315 305 15 % 16 % 16 % New York 252 206 195 11 % 10 % 10 % International 152 141 131 6 % 7 % 7 % Ohio 143 123 96 6 % 6 % 5 % California 115 93 89 5 % 5 % 5 % Florida 113 85 85 5 % 4 % 4 % Michigan 98 81 75 4 % 4 % 4 % All others 1,182 1,020 973 48 % 48 % 49 % 2,420 2,064 1,949 100 % 100 % 100 % Real estate solutions revenues.
Direct title revenue information is presented below: Year Ended December 31 Change Percent Change 2024 2023 2022 2024 vs 2023 2023 vs 2022 2024 vs 2023 2023 vs 2022 (in $ millions) (in $ millions) Non-commercial Domestic 636.1 656.3 830.5 (20.2) (174.2) (3) % (21) % International 102.2 98.1 130.5 4.1 (32.4) 4 % (25) % 738.3 754.4 961.0 (16.1) (206.6) (2) % (21) % Commercial: Domestic 251.5 182.2 251.3 69.3 (69.1) 38 % (27) % International 30.6 26.1 34.0 4.5 (7.9) 17 % (23) % 282.1 208.3 285.3 73.8 (77.0) 35 % (27) % Total direct title revenues 1,020.4 962.7 1,246.3 57.7 (283.6) 6 % (23) % Direct title revenues in 2024 improved 6% compared to 2023, primarily driven by increased commercial revenues resulting from increased commercial transactions and higher average transaction size in 2024.
Direct title revenue information is presented below: Year Ended December 31 Change Percent Change 2025 2024 2023 2025 vs 2024 2024 vs 2023 2025 vs 2024 2024 vs 2023 (in $ millions) (in $ millions) Non-commercial Domestic 671.3 636.1 656.3 35.2 (20.2) 6 % (3) % International 115.0 102.2 98.1 12.8 4.1 13 % 4 % 786.3 738.3 754.4 48.0 (16.1) 7 % (2) % Commercial: Domestic 339.2 251.5 182.2 87.7 69.3 35 % 38 % International 32.0 30.6 26.1 1.4 4.5 5 % 17 % 371.2 282.1 208.3 89.1 73.8 32 % 35 % Total direct title revenues 1,157.5 1,020.4 962.7 137.1 57.7 13 % 6 % Direct title revenues improved 13% in 2025 compared to 2024, primarily due to growth in both commercial and non-commercial domestic revenues.
Total title policy loss reserve balances at December 31 were as follows: 2024 2023 (in $ millions) Known claims 66.9 70.2 IBNR 444.6 458.1 Total estimated title losses 511.5 528.3 The actual timing of estimated title loss payments may vary since claims, by their nature, are complex and paid over long periods of time.
The amount of the reserve represents the aggregate, non-discounted future payments (net of recoveries) that we expect to incur on policy and escrow losses and in costs to settle claims. 27 Total title policy loss reserve balances at December 31 were as follows: 2025 2024 (in $ millions) Known claims 84.8 66.9 IBNR 439.7 444.6 Total estimated title losses 524.5 511.5 The actual timing of estimated title loss payments may vary since claims, by their nature, are complex and paid over long periods of time.
Investment income improved $10.2 million, or 23%, and $22.7 million, or 101%, in 2024 and 2023, respectively, compared to the corresponding prior periods, primarily due to higher interest income resulting from earned interest from eligible escrow balances which started mid-2023. Higher interest rates also contributed to the increased investment income in 2023 compared to 2022.
Investment income improved $2.4 million, or 4%, in 2025 compared to 2024, primarily due to the higher interest income generated from increased cash, short-term investments and notes receivable balances in 2025. Investment income in 2024 increased $10.2 million, or 23%, compared to 2023, primarily due to higher interest income resulting from earned interest from eligible escrow balances which started mid-2023.
The average retention rate slightly increased in 2024, primarily as a result of increased revenues from states with relatively higher retention rates in 2024. The average retention percentage may vary from period to period due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations.
The average retention percentage may vary from period to period due to the geographical mix of agency operations, the volume of title revenues and, in some states, laws or regulations. Due to the variety of such laws or regulations, as well as competitive factors, the average retention rate can differ significantly from state to state.
As of December 31, 2024, our total debt-to-equity and debt-to-capitalization ratios, excluding short-term loan agreements in connection with our Section 1031 tax-deferred property exchange (Section 1031) business, were approximately 32% and 24%, respectively.
As of December 31, 2025, our total debt-to-equity and debt-to-capitalization ratios, excluding short-term loan agreements in connection with our Section 1031 tax-deferred property exchange (Section 1031) business, were approximately 39% and 28%, respectively. We recently renewed and increased our line of credit facility, from which we drew $200.0 million during the fourth quarter 2025.
As the parent company conducts no operations apart from its wholly-owned subsidiaries, the discussion below focuses on consolidated cash flows.
Refer to the Note 10 (Estimated title losses) to our audited consolidated financial statements and the Title losses section under Results of Operations for details on title losses. Cash flows. As the parent company conducts no operations apart from its wholly-owned subsidiaries, the discussion below focuses on consolidated cash flows.
We do not have any material source of liquidity or financing that involves off-balance sheet arrangements, other than our contractual obligations under operating leases. We also routinely hold funds in segregated escrow accounts pending the closing of real estate transactions and have qualified intermediaries in tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code.
We also routinely hold funds in segregated escrow accounts pending the closing of real estate transactions and have qualified intermediaries in tax-deferred property exchanges for customers pursuant to Section 1031 of the Internal Revenue Code. The Company holds the proceeds from these transactions until a qualifying exchange can occur.
Excluding the real estate brokerage company, real estate solutions revenues increased $95.0 million, or 36%, in 2024 compared to 2023, primarily due to increased revenues from our credit information and valuation management services operations, while these revenues decreased $33.1 million, or 11%, in 2023 compared to 2022, primarily due to the slow market activity influenced by higher interest rates. 24 Investment income.
Real estate solutions revenues are primarily comprised of revenues generated by our real estate solutions operations. These revenues increased $79.7 million, or 22%, in 2025 and increased $95.0 million, or 36%, in 2024, compared to corresponding prior periods, primarily due to increased revenues from our credit information and valuation management services businesses. Investment income.
Due to the variety of such laws or regulations, as well as competitive factors, the average retention rate can differ significantly from state to state. In addition, a high proportion of our independent agencies are in states with retention rates greater than 80%.
In addition, a high proportion of our independent agencies are in states with retention rates greater than 80%.
As of December 31, 2024, our known claims reserve totaled $66.9 million and our estimate of claims that may be reported in the future, under U.S. generally accepted accounting principles, totaled $444.6 million. In addition to this, we had cash and investments (excluding equity method investments) of $289.2 million which are available for underwriter operations, including claims payments.
As of December 31, 2025, our known claims reserve totaled $84.8 million and our estimate of claims that may be reported in the future, under U.S. generally accepted accounting principles, totaled $439.7 million.
Total claims payments in 2024 decreased $18.9 million, or 18%, compared to 2023, primarily due to decreased payments for both large and non-large claims related to prior policy years, while total claims in 2023 increased $11.2 million, or 12%, compared to 2022, primarily as a result of increase in payments for non-large claims related to prior policy years.
Total claims payments in 2025 were $76.6 million, which was 10% lower compared to 2024, primarily due to lower payments on large claims related to prior year policies. Total claims payments in 2024 were $85.4 million, which was 18% lower compared to 2023, primarily due to decreased payments for both large and non-large claims related to prior policy years.
Consolidated employee costs in 2023 decreased $89.2 million, or 11%, compared to 2022, primarily driven by lower salaries and benefits expenses, temporary labor and overtime costs, and incentive compensation resulting from lower average employee count and transaction volumes in 2023. 25 Our total employee counts at December 31, 2024, 2023 and 2022 were approximately 7,000, 6,800 and 7,100, respectively.
Our total employee counts at December 31, 2025, 2024 and 2023 were approximately 7,800, 7,000 and 6,800 respectively. Average cost per employee for 2025 and 2024 increased 4% and 6%, respectively, compared to corresponding prior periods, primarily driven by higher incentive compensation and benefits expenses.
Employee costs in 2023 for the title and real estate solutions segments decreased $86.9 million, or 12%, and $1.1 million, or 2%, respectively, compared to 2022, primarily driven by lower average employee counts and transaction volumes in 2023. Other operating expenses.
Employee costs for the real estate solutions segments increased $7.9 million, or 14%, in 2025 and increased $5.3 million, or 11%, in 2024, primarily due to higher average employee counts compared to corresponding prior periods. 26 Other operating expenses.
Average domestic commercial fee per file in 2023 was $12,200, which was 11% lower compared to 2022, while average residential fee per file in 2023 was $3,200, which was 6% higher compared to 2022, primarily due to transaction mix in 2023.
Average domestic commercial fee per file in 2025 improved 18% to $19,300, compared to $16,300 in 2024, while average residential fee per file in 2025 improved 6% to $3,200, compared to $3,000 in the prior year. Total international revenues in 2025 improved $14.2 million, 11%, primarily due to overall higher transaction volumes compared to 2024.
We continue to manage and resolve large claims prudently and in keeping with our commitments to our policyholders. Title losses in 2024 were $80.4 million, which was comparable to 2023, primarily due to the effect of higher title premiums being offset by overall favorable claim experience in 2024.
Title losses in 2025 slightly increased (2%) compared to 2024, while title losses in 2024 were comparable to 2023, which were both primarily driven by our continued overall favorable claims experience in 2025 and 2024, which reduced the effect of increased title premiums in 2025 and 2024 compared to corresponding prior periods.
Consolidated other operating expenses in 2024 increased $96.3 million, or 19%, primarily driven by increased transactions from commercial services and real estate solutions operations compared to 2023, while other operating expenses in 2023 decreased $140.3 million, or 22%, primarily due to reduced transaction volumes in 2023 compared to 2022.
Consolidated other operating expenses in 2025 and 2024 increased $110.7 million (18%) and $96.3 million (19%), respectively, primarily driven by higher real estate solutions service expenses and increased title outside search and premium tax expenses resulting from revenue growth compared to corresponding prior periods.
The ability of Guaranty to pay dividends to its parent is governed by Texas insurance law.
In addition to this, we had cash and investments (at amortized cost and excluding equity method investments) of $257.2 million which are available for underwriter operations, including claims payments. The ability of Guaranty to pay dividends to its parent is governed by Texas insurance law.
Costs that are primarily fixed in nature decreased $11.8 million, or 6%, primarily driven by reduced outsourcing and rent and other occupancy expenses, while independent costs decreased $19.0 million, or 25%, primarily due to lower litigation settlement, business promotion and marketing, and office closures expenses. Title losses.
Costs that are primarily fixed in nature increased $4.4 million, or 2%, in 2025, primarily as a result of increased technology costs, while independent costs increased $13.5 million, or 25%, in 2025, primarily due to increased business promotion, marketing, and travel costs and file clean-up expenses.
Removed
Total non-commercial domestic revenues in 2023 declined 21%, primarily due to 20% and 51% lower residential purchase and refinancing transactions, respectively, compared to 2022. Domestic commercial revenues decreased 27% in 2023, primarily driven by 19% lower commercial transactions and smaller transaction sizes compared to 2022.
Added
Domestic commercial revenues in 2025 increased 35% compared to the prior year, driven by increased sizes and volume of commercial transactions, primarily related to data center, energy, retail and mixed-use asset classes.
Removed
Real estate solutions and other revenues are primarily comprised of revenues generated by our real estate solutions operations. These revenues also included $39.2 million of 2022 revenues generated by a real estate brokerage company which was sold in the second quarter 2022.
Added
Total non-commercial domestic revenues in 2025 increased 6% compared to 2024, primarily as a result of higher combined purchase and refinancing closed transactions and increased average fee per file. Domestic commercial transactions closed improved 13%, while combined purchase and refinancing orders increased 1% in 2025 compared to 2024.
Removed
Average cost per employee for 2024 increased 6% compared to 2023, primarily driven by higher incentive compensation and benefits expenses, while it decreased 2% in 2023 compared to 2022, primarily due to lower incentive compensation, temporary labor and overtime costs driven by reduced 2023 transaction volumes.
Added
Direct title revenues in 2024 improved 6% compared to 2023, primarily driven by increased commercial revenues resulting from increased commercial transactions and higher average transaction size in 2024.
Removed
During 2023, total variable costs decreased $109.6 million, or 29%, compared to 2022, primarily due to lower appraisal and outside search expenses tied to lower overall operating revenues.
Added
Gross agency revenues increased $57.2 million, or 6%, in 2024 compared to 2023, which was consistent with the performance of our direct title operations and trends of the overall real estate market during 2024.
Removed
Title losses in 2023 decreased $22.5 million, or 22%, compared to the previous year, primarily as a result of lower title premiums in 2023. Title losses paid were $85.4 million, $104.3 million and $93.1 million in 2024, 2023 and 2022, respectively.
Added
The average retention rates during 2025 and 2024 were slightly elevated compared to 2023, primarily as a result of revenue growth from states with relatively higher retention rates in 2025 and 2024.
Removed
The amount of the reserve represents the aggregate, non-discounted future payments (net of recoveries) that we expect to incur on policy and escrow losses and in costs to settle claims.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe incur costs as a result of such investigations or inquiries, including increased compliance costs, which may impact our operating results. 11 Finally, changes in regulations or new regulations in our industry may be introduced that could have a material adverse effect on our business or result in increased costs of compliance.
Biggest changeFinally, changes in regulations or new regulations in our industry may be introduced that could have a material adverse effect on our business or result in increased costs of compliance. Dividends from our insurance underwriting subsidiaries are an important source for capital planning.
To the extent that these funds are not sufficient, we may be required to borrow funds on less than favorable terms or seek funding from the equity market, which may be on terms that are dilutive to existing shareholders. Increases in interest rates also increase the costs associated with borrowing on our floating rate line of credit facility.
To the extent that these funds are not sufficient, we may be required to borrow funds on less than favorable terms or seek funding from the equity market, which may be on terms that are dilutive to existing stockholders. Increases in interest rates also increase the costs associated with borrowing on our floating rate line of credit facility.
In the event that one or more of these financial institutions fail, there is no guarantee that we could recover the deposited fun ds in excess of federal deposit insurance, and, as such, we could be held liable for the funds owned by third parties.
In the event that one or more of these financial institutions fail, there is no guarantee that we could recover the deposited fun ds in excess of federal deposit insurance, and, as such, we could be held liable for the funds owned by or owed to third parties.
These and other environmental-related documents can be found in the Investor Relations - Governance section of the Company's website. Widespread health crises could adversely impact our business operations Widespread health crises and responses to such events could adversely affect the Company.
Environmental-related documents can be found in the Investor Relations - Governance section of the Company's website. Widespread health crises could adversely impact our business operations. Widespread health crises and responses to such events could adversely affect the Company.
Innovation initiatives include implementing advanced technologies, processes and techniques to automate and streamline certain manual processes during title search, insurance policy issuance and real estate transaction settlement to improve the manner and timeliness of delivering products and services, increase efficiency, reduce costs, improve product and service quality and customer experience, and enhance risk management.
Innovation initiatives include implementing advanced technologies, use of artificial intelligence (AI), processes and techniques to automate and streamline certain manual processes during title search, insurance policy issuance and real estate transaction settlement to improve the manner and timeliness of delivering products and services, increase efficiency, reduce costs, improve product and service quality and customer experience, and enhance risk management.
Also, as a result of the growing importance that climate change has on both the Company’s operations as well as society in general, Stewart is committed to caring for the health of the global environment. The Company will also continue to update investors on the progress it is making to positively contribute to environmental preservation through its annual sustainability reports.
Also, as a result of the growing importance that climate change has on both the Company’s operations as well as society in general, Stewart is committed to caring for the health of the global environment. The Company will also continue to update investors on the progress it is making to positively contribute to environmental preservation.
From time-to-time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. Further, advances in technologies could, over time, significantly disrupt the traditional business model of financial services and real estate-related companies, including title insurance.
From time-to-time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. Further, advances in technologies, including technology such as AI and machine learning, could, over time, significantly disrupt the traditional business model of financial services and real estate-related companies, including title insurance.
Additionally, if we fail to adequately secure and store the data that we use, we may suffer reputational harm or become subject to litigation or regulatory action, which could have a material adverse effect on our business, financial condition and results of operations.
Additionally, if we fail to adequately secure and store the data that we use, we may suffer reputational harm or become subject to litigation or regulatory action, which could have a material adverse effect on our business, financial condition and results of operations. Failure to attract, develop, and retain qualified personnel could adversely affect our business.
In regard to our insurance subsidiaries, which include Guaranty and STIC, the insurance statutes and regulations of some states require us to maintain a minimum amount of statutory capital and restrict the amount of dividends that our insurance subsidiaries may pay to us.
In regard to our insurance subsidiaries, the insurance statutes and regulations of some jurisdictions require us to maintain a minimum amount of statutory capital and restrict the amount of dividends that our insurance subsidiaries may pay to us.
Ratings are a significant component in determining the competitiveness of insurance companies with respect to commercial title policies. Our domestic underwriters, Guaranty and STIC, have historically been highly rated by the rating agencies that cover us. These ratings are not credit ratings.
Ratings are a significant component in determining the competitiveness of insurance companies with respect to commercial title policies. Guaranty, our principal underwriter, has historically been highly rated by the rating agencies that cover us. These ratings are not credit ratings.
The issuance of our title insurance policies and related activities by title agents, which operate with substantial independence from us, could adversely affect our operations. Our title insurance subsidiaries issue a significant portion of their policies through independent title agents.
The issuance of our title insurance policies and related activities by title agents, which operate with substantial independence from us, could adversely affect our operations. Our principal underwriter, Guaranty, issues a significant portion of its policies through independent title agents.
Dividends from our insurance underwriting subsidiaries are an important source for capital planning. We are a holding company and we receive dividends from our insurance subsidiaries and unregulated subsidiaries to pay our parent company's operating expenses, debt service obligations and dividends to our common stockholders.
We are a holding company and we receive dividends from our insurance subsidiaries and unregulated subsidiaries to pay our parent company's operating expenses, debt service obligations and dividends to our common stockholders.
We may also be subject to additional state or federal regulations prescribed by legislation such as the Dodd-Frank Act or by regulations issued by the CFPB, Department of Labor, Office of the Comptroller of the Currency, Occupational Safety and Health Administration, Department of the Treasury or other agencies.
In addition, state regulators perform periodic examinations of insurance companies, which could result in increased compliance or legal expenses. 11 We may also be subject to additional state or federal regulations prescribed by legislation such as the Dodd-Frank Act or by regulations issued by the CFPB, Department of Labor, Office of the Comptroller of the Currency, Occupational Safety and Health Administration, Department of the Treasury or other agencies.
Under these circumstances, our liability could have a material adverse effect on our results of operations or financial condition. General Risk Factor Our business could be disrupted as a result of a threatened proxy contest and other actions of activist stockholders. We have previously been the subject of actions taken by activist stockholders.
General Risk Factor Our business could be disrupted as a result of a threatened proxy contest and other actions of activist stockholders. We have previously been the subject of actions taken by activist stockholders.
To do so requires a flexible and secure technology architecture, such as title production systems, which can continuously comply with changing regulations, improve productivity, lower costs, reduce risk and enhance the customer experience. Inability to meet these requirements and any unanticipated downtime in our technology may have a material adverse effect on our earnings.
To do so requires a flexible and secure technology architecture, such as title production systems, which can continuously comply with changing regulations, improve productivity, lower costs, reduce risk and enhance the customer experience.
Additionally, we have in the past and may in the future be subject to investigations or inquiries from regulators, including state attorneys general.
Additionally, we have in the past and may in the future be subject to investigations or inquiries from regulators, including state attorneys general. We incur costs as a result of such investigations or inquiries, including increased compliance costs, which may impact our operating results.
These regulations may impede or impose burdensome conditions on rate increases or other actions that we might want to take to enhance our operating results. In addition, state regulators perform periodic examinations of insurance companies, which could result in increased compliance or legal expenses.
These regulations may impede or impose burdensome conditions on rate increases or other actions that we might want to take to enhance our operating results.
Added
Further, the regulatory landscape surrounding the use of AI is rapidly evolving and remains uncertain, with potential for new laws, regulations or industry standards that could restrict the use of AI systems, impose compliance obligations, or result in enforcement actions or litigation.
Added
Our adoption of new technologies may be hindered by the development of industry-wide standards and an evolving legal and regulatory landscape. Inability to meet these requirements and any unanticipated downtime in our technology may have a material adverse effect on our earnings.
Added
Our success depends, in part, on our ability to attract, develop and retain experienced and skilled personnel. The market for individuals with the requisite skills and experience is highly competitive. The loss of key employees or an inability to attract qualified new personnel in a timely manner could adversely affect our business, financial condition and results of operations.
Added
The current leadership of the CFPB has begun to rescind or revise many regulations, as well as to narrow its enforcement and supervision. We cannot currently predict the nature and timing of future developments that may potentially impact CFPB rules, proposals, enforcement and supervision.
Added
Under these circumstances, our liability could have a material adverse effect on our results of operations or financial condition. Risks Related to Our Common Stock The price of our Common Stock historically has been volatile, which may affect the price at which our investors can sell their common stock.
Added
The market price for our Common Stock varied in the year ended December 31, 2025, between a high price of $78.61 on November 25, 2025 and a low price of $56.39 on July 16, 2025. This volatility may affect the price at which investors in our Common Stock can sell their common stock.
Added
Our stock price may continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including those discussed herein; variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments.
Added
Anti-takeover provisions in our charter and bylaws and Delaware law may delay or prevent an acquisition of our Company. Our restated certificate of incorporation, bylaws and Delaware law contain provisions that may have the effect of delaying or preventing a change in control of us or changes in our management.
Added
Our restated certificate of incorporation and bylaws include provisions that: • allow our board of directors to use, under certain circumstances, preferred stock as a method of discouraging, delaying or preventing a change of control of Stewart (by means of a merger, tender offer, proxy contest or otherwise); • require a stockholder to submit written notice of any director nomination to our Corporate Secretary not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary of the immediately preceding annual meeting; • allow our board of directors to adopt, amend or repeal our bylaws, subject to limitations under Delaware law; • authorize additional common stock at such times, under such circumstances and with such terms and conditions as may impede a change in control of Stewart; and • require that special meetings of stockholders be called only by the Chairman of our board of directors, Chief Executive Officer, board of directors, or at the request in writing of stockholders owning twenty-five percent (25%) or more of the entire capital stock of Stewart issued and outstanding and entitled to vote.
Added
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. 13 In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us in certain circumstances.
Added
Any provision of our amended and restated certificate of incorporation or amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

14 edited+3 added−0 removed3 unchanged
Biggest changeThe Group President, Technology and Operations, is responsible for all areas of Stewart’s digital business strategy, enterprise technology solutions, innovation, and global information technology. The CISO leads a holistic security program to defend enterprises against emerging threats. He has served in various roles in information technology and security leadership for over 30 years.
Biggest changeManagement’s role Stewart’s cybersecurity function is led by Stewart’s CISO, who reports to the Group President, Technology and Operations. The Group President, Technology and Operations, is responsible for all areas of Stewart’s digital business strategy, enterprise technology solutions, innovation, and global information technology. The CISO leads a holistic security program to defend enterprises against emerging threats.
Our program focuses on a broad area of security domains, including, but not limited to: risk management, data protection, incident response, identity and access management, threat and vulnerability management, disaster recovery, business resiliency, and continuity. 13 Risk assessment and management Stewart has an enterprise risk management (ERM) program to assess, identify, and manage risks.
Our program focuses on a broad area of security domains, including, but not limited to: risk management, data protection, incident response, identity and access management, threat and vulnerability management, disaster recovery, business resiliency, and continuity. Risk assessment and management Stewart has an enterprise risk management (ERM) program to assess, identify, and manage risks.
Our cybersecurity team routinely challenges our employees and the effectiveness of existing controls. 14 Risk from cybersecurity threats While Stewart regularly defends against, responds to and mitigates risks from IT systems and software vulnerabilities, broader cybersecurity threats and data security incidents, as of the date of this report, Stewart has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization, h owever, there can be no guarantee that we will not experience such an incident in the future.
Our cybersecurity team routinely challenges our employees and tests the effectiveness of existing controls. 15 Risk from cybersecurity threats While Stewart regularly defends against, responds to and mitigates risks from IT systems and software vulnerabilities, broader cybersecurity threats and data security incidents, as of the date of this report, Stewart has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the organization, h owever, there can be no guarantee that we will not experience such an incident in the future.
Stewart experienced no known material cyber breaches during the three-year period ending December 31, 2024. For additional information concerning Stewart’s risks related to cybersecurity, see Item 1A. Risk Factors.
Stewart experienced no known material cyber breaches during the three-year period ending December 31, 2025. For additional information concerning Stewart’s risks related to cybersecurity, see Item 1A. Risk Factors.
In addition, we would work with the NYSE to disclose the scope and effect of the breach or disruption through an appropriate Form 8-K filing, without providing information that could affect any law enforcement investigation. Cybersecurity governance and board oversight The Board is responsible for overseeing management’s assessment of significant risks facing Stewart.
In addition, we would work with our Disclosure Committee to disclose the scope, timing and effect of the breach or disruption through an appropriate Form 8-K filing, without providing information that could affect any law enforcement investigation. Cybersecurity governance and board oversight The Board is responsible for overseeing management’s assessment of significant risks facing Stewart.
Cybersecurity risks are evaluated alongside other critical business risks under the ERM program to align cybersecurity efforts with Stewart’s broader business goals and objectives. The cybersecurity risk is assigned to the Vice President, Information Technology (IT), who is a member of the ERM committee, for monitoring. The cybersecurity risk is also under the management oversight of Stewart's Senior Leadership Team.
Cybersecurity risks are evaluated alongside other critical business risks under the ERM program to align cybersecurity efforts with Stewart’s broader business goals and objectives. The cybersecurity risk is assigned to the Vice President, Information Technology (IT), who is a member of the ERM committee, for monitoring.
The Board approves management’s strategy to manage these risks and monitors management’s performance in implementing the strategy. The Board’s oversight of cybersecurity risks occurs at both the full Board level and at the Board committee level through the Audit Committee.
The Board approves management’s strategy to manage these risks and monitors management’s performance in implementing the strategy. Through February 25, 2026, the Board’s oversight of cybersecurity risks occurred at both the full Board level and at the Board committee level through the Audit Committee.
Critical vendors, which includes vendors that have access to personal information, are assessed and measured against standard security frameworks. Critical vendors are monitored for performance and compliance, and vendor security requirements are well defined and included with all master service agreements and contracts.
Vendor risk management is an essential part of Stewart’s Enterprise Governance Risk and Compliance (GRC) program. Critical vendors, which include vendors that have access to personal information, are assessed and measured against standard security frameworks. Critical vendors are monitored for performance and compliance, and vendor security requirements are well defined and included with all master service agreements and contracts.
Management uses third party consultants, as necessary, to assist in assessing, identifying and managing risks from cybersecurity threats. Annually, senior management participates in tabletop exercises to assess its readiness responding to cybersecurity incidents.
He has served in various roles in information technology and security leadership for over 30 years. Management uses third party consultants, as necessary, to assist in assessing, identifying and managing risks from cybersecurity threats. Annually, senior management participates in tabletop exercises to assess its readiness responding to cybersecurity incidents.
Stewart is regularly assessed against the cybersecurity frameworks of the National Institute of Standards and Technology (NIST CSF) and also evaluated for compliance with the SSAE-18 Systems and Organization Controls (SOC) standards of the American Institute of Certified Public Accountants (AICPA). Vendor risk management is an essential part of Stewart’s Enterprise Governance Risk and Compliance (GRC) program.
Additionally, Stewart’s cybersecurity program provides mechanisms for employees to report any unusual or potentially malicious activity. Stewart is regularly assessed against the cybersecurity frameworks of the National Institute of Standards and Technology (NIST CSF) and also evaluated for compliance with the SSAE-18 Systems and Organization Controls (SOC) standards of the American Institute of Certified Public Accountants (AICPA).
The Board receives, at each regularly scheduled meeting, a risk report which includes an updated cybersecurity risk exposure assessment, a summary of existing cybersecurity controls and risk mitigations, and further planned controls and risk mitigation activities. Our Chief Information Security Officer (CISO) reports quarterly to the Audit Committee concerning Stewart’s cybersecurity program, operations, and other ad hoc updates.
The Board receives, at each regularly scheduled meeting, a risk report which includes an updated cybersecurity risk exposure assessment, a summary of existing cybersecurity controls and risk mitigations, and further planned controls and risk mitigation activities.
Stewart takes a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks that could affect Stewart’s operations, finances, legal or regulatory compliance, or reputation. Once identified, cybersecurity risks and related mitigation efforts are prioritized based upon their potential impact and likelihood.
The cybersecurity risk is also under the management oversight of Stewart's Senior Leadership Team. 14 Stewart takes a risk-based approach to cybersecurity, which begins with the identification and evaluation of cybersecurity risks that could affect Stewart’s operations, finances, legal or regulatory compliance, or reputation.
On a regular basis, management conducts a third-party assessment of Stewart's cybersecurity controls, the results of which are reported to the Audit Committee. Management’s role Stewart’s cybersecurity function is led by Stewart’s CISO, who reports to the Group President, Technology and Operations.
On a regular basis, management conducts a third-party assessment of Stewart's cybersecurity controls, the results of which were reported to the Audit Committee in 2025 and beginning in 2026, will be reported to the Cybersecurity and Operations Technology Risk Committee.
Risk mitigation strategies are developed and implemented based upon the specific nature of each cybersecurity risk. These strategies include the application of cybersecurity policies, procedures, and technologies, and employee training, education, and awareness. Additionally, Stewart’s cybersecurity program provides mechanisms for employees to report any unusual or potentially malicious activity.
Once identified, cybersecurity risks and related mitigation efforts are prioritized based upon their potential impact and likelihood. Risk mitigation strategies are developed and implemented based upon the specific nature of each cybersecurity risk. These strategies include the application of cybersecurity policies, procedures, and technologies, and employee training, education, and awareness.
Added
Beginning February 26, 2026, the Board's oversight of cybersecurity risk will occur both at the full Board level and at the Board committee level through the Cybersecurity and Operations Technology Risk Committee.
Added
Through the first quarter 2026, our Chief Information Security Officer (CISO) has reported quarterly to the Audit Committee concerning Stewart’s cybersecurity program, operations, and other ad hoc updates. Beginning in the second quarter 2026, our CISO will report quarterly to the Cybersecurity and Operations Technology Risk Committee concerning those same matters.
Added
Beginning in 2026, the Cybersecurity and Operations Technology Risk Committee will annually prepare and provide the Audit Committee with a report regarding material cybersecurity risks, including any cybersecurity incidents, compliance matters, or legal or regulatory issues that could reasonably be expected to impact the Company’s consolidated financial statements, disclosures or overall risk profile.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe aggregate rent expense under all office leases was approximately $44.4 million in 2024. We also own office buildings in Arizona, Texas, New Mexico, California, New York, Florida and the United Kingdom. These owned properties are not material to our consolidated financial condition.
Biggest changeOur current leases expire through 2036 and we believe we will not have any difficulty obtaining renewals of leases as they expire or, alternatively, leasing comparable properties. The aggregate rent expense under all office leases was approximately $44.7 million in 2025. We also own office buildings in Arizona, Texas, New Mexico, California, Florida and the United Kingdom.
Item 2. Properties We currently sub-lease under a non-cancelable operating lease that expires at the end of the first quarter 2025, approximately 110,000 square feet of space in an office building in Houston, Texas, which is used for our corporate offices and for offices of several of our subsidiaries.
Item 2. Properties We currently lease under a non-cancelable operating lease that expires in 2036, approximately 110,000 square feet of space in an office building in Houston, Texas, which is used for our corporate offices and for offices of several of our subsidiaries. We also lease space at approximately 440 locations for business operations, administrative and technology centers.
We consider all buildings and equ ipment that we own or lease to be well maintained, adequately insured and generally sufficient for our purposes.
These owned properties are not material to our consolidated financial condition. We consider all buildings and equ ipment that we own or lease to be well maintained, adequately insured and generally sufficient for our purposes.
These additional locations include significant leased facilities in Arizona (Phoenix, Scottsdale and Tucson), New York (New York City), Colorado (Denver), Nevada (Las Vegas), Canada (Toronto), California (Roseville), and Georgia (Atlanta). Our current leases expire through 2036 and we believe we will not have any difficulty obtaining renewals of leases as they expire or, alternatively, leasing comparable properties.
These additional locations include significant leased facilities in Arizona (Phoenix and Scottsdale), New York (New York City), Illinois (Chicago), California (Glendale and Roseville), Texas (San Antonio), Nevada (Las Vegas), Virginia (Fairfax) and Colorado (Denver).
Removed
Additionally, we previously executed a new lease agreement directly with the owner of the building that extends our occupancy of such office space from the second quarter 2025 through the year 2036. We also lease space at approximately 460 locations for business operations, administrative and technology centers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe declaration and payment of dividends will be at the discretion of our Board of Directors and will be dependent upon our future earnings, financial condition and capital requirements, and will also be subject to certain regulatory restrictions on the ability of Guaranty to distribute dividends to is parent company. Refer to Liquidity and Capital Resources . Stock Repurcha ses.
Biggest changeThe declaration and payment of dividends will be at the discretion of our Board of Directors and will be dependent upon our future earnings, financial condition, capital requirements and restrictions under our credit agreements, and will also be subject to certain regulatory restrictions on the ability of Guaranty to distribute dividends to its parent company.
Stock Performance Graph. The following table and graph compares the yearly percentage change in our cumulative total stockholder retur n on Common Stock with the cumulative total return of the Russell 2000 Index and the Russell 2000 Financial Services Sector Index for the five years ended December 31, 2024.
Stock Performance Graph. The following table and graph compares the yearly percentage change in our cumulative total stockholder retur n on Common Stock with the cumulative total return of the Russell 2000 Index and the Russell 2000 Financial Services Sector Index for the five years ended December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market and Holders Information. Our Common Stock is listed on the NYSE under the symbol “STC”. As of February 17, 2025, the number of stockholders of record was approximately 4,500 and the closing price of one share of our Common Stock was $68.54.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market and Holders Information. Our Common Stock is listed on the NYSE under the symbol “STC”. As of February 16, 2026, the number of stockholders of record was approximately 4,300 and the closing price of one share of our Common Stock was $69.39.
There were no stock repurchases during 2024, except for repurchases of approximately 61,900 shares (aggregate purchase price of approximately $3.8 million) related to statutory income tax withholding on the annual vesting of employee restricted share grants.
Refer to Liquidity and Capital Resources . Stock Repurcha ses. There were no stock repurchases during 2025, except for repurchases of approximately 55,900 shares (aggregate purchase price of approximately $3.9 million) related to statutory income tax withholding on the annual vesting of employee restricted share grants.
The presented information assumes that the value of the investment in our Common Stock and each index was $100 at December 31, 2019 and that all dividends were reinvested. 2019 2020 2021 2022 2023 2024 Stewart 100.00 122.58 206.60 114.60 164.13 194.08 Russell 2000 Index 100.00 119.87 137.59 109.44 127.91 142.66 Russell 2000 Financial Services Sector Index 100.00 97.97 127.14 107.32 120.53 140.47 The performance graph above and the related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent that the Company specifically incorporates it by reference into such filing. 16 Dividend Policy.
The presented information assumes that the value of the investment in our Common Stock and each index was $100 at December 31, 2020 and that all dividends were reinvested. 2020 2021 2022 2023 2024 2025 Stewart 100.00 168.54 93.49 133.89 158.33 169.71 Russell 2000 Index 100.00 114.78 131.74 104.79 122.48 136.60 Russell 2000 Financial Services Sector Index 100.00 129.77 109.54 123.02 143.38 154.57 The performance graph above and the related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent that the Company specifically incorporates it by reference into such filing. 17 Dividend Policy.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

32 edited+6 added−5 removed25 unchanged
Biggest changeAgency retention expenses in the fourth quarter 2024 increased $13.7 million, or 6%, consistent with the $16.6 million, or 6%, increase in gross agency revenues compared to the prior year quarter. 17 Total title segment employee costs and other operating expenses in the fourth quarter 2024 increased $27.1 million, or 11%, compared to the prior year quarter, primarily due to increased incentive compensation expenses related to higher title revenues, higher outside search expenses resulting from higher commercial revenues, and increased severance expenses, primarily related to an executive retirement announced in September 2024.
Biggest changeSegment total operating expenses increased $85.9 million, or 16%, compared to the fourth quarter 2024 driven by the $43.9 million, or 19%, higher agency retention expenses and $40.3 million, or 15%, increased combined employee costs and other operating expenses, consistent with the title revenue growth.
In addition, we are typically not the only underwriter for which an independent agency issues policies, and independent agencies may not always provide complete financial records for our review. 20 Goodwill impairment Goodwill is not amortized, but is reviewed for impairment annually and whenever occurrences of events indicate a potential impairment at the reporting unit level.
In addition, we are typically not the only underwriter for which an independent agency issues policies, and independent agencies may not always provide complete financial records for our review. 21 Goodwill impairment Goodwill is not amortized, but is reviewed for impairment annually and whenever occurrences of events indicate a potential impairment at the reporting unit level.
In addition, the overall decline in an independent agency’s revenues, profits and cash flows increases the agency’s incentive to improperly utilize the escrow funds from real estate transactions. For each of the three years ended December 31, 2024, our net title losses due to independent agency defalcations were not material.
In addition, the overall decline in an independent agency’s revenues, profits and cash flows increases the agency’s incentive to improperly utilize the escrow funds from real estate transactions. For each of the three years ended December 31, 2025, our net title losses due to independent agency defalcations were not material.
Segment results are included in the discussions and are discussed separately, when relevant. Industry data. Published U.S. mortgage interest rates and other selected residential housing data for the three years ended December 31, 2024 are shown below (amounts shown for 2024 are preliminary and subject to revision).
Segment results are included in the discussions and are discussed separately, when relevant. Industry data. Published U.S. mortgage interest rates and other selected residential housing data for the three years ended December 31, 2025 are shown below (amounts shown for 2025 are preliminary and subject to revision).
RESULTS OF OPERATIONS We discuss in this section the consolidated results of operations for the years 2024 and 2023, as compared to each corresponding prior year. Factors contributing to fluctuations in our results of operations are presented in the order of their monetary significance, and significant changes are quantified, when necessary.
RESULTS OF OPERATIONS We discuss in this section the consolidated results of operations for the years 2025 and 2024, as compared to each corresponding prior year. Factors contributing to fluctuations in our results of operations are presented in the order of their monetary significance, and significant changes are quantified, when necessary.
Title loss reserves Provisions for title losses, as a percentage of title operating revenues, were 3.9%, 4.1% and 3.8% for the years ended December 31, 2024, 2023 and 2022, respectively. Actual loss payment experience, including the impact of large losses, is the primary reason for increases or decreases in our title loss provision.
Title loss reserves Provisions for title losses, as a percentage of title operating revenues, were 3.4%, 3.9% and 4.1% for the years ended December 31, 2025, 2024 and 2023, respectively. Actual loss payment experience, including the impact of large losses, is the primary reason for increases or decreases in our title loss provision.
For our annual goodwill impairment test for all our reporting units, we utilized the quantitative approach during 2024 and 2023 and concluded that there is no impairment of goodwill for any of our reporting units.
For our annual goodwill impairment test for all our reporting units, we utilized the quantitative approach during 2025 and 2024 and concluded that there is no impairment of goodwill for any of our reporting units.
As a percentage of title operating revenues, current year provisions - IBNR were 2.7%, 2.6% and 3.8% in 2024, 2023 and 2022, respectively. In addition to title policy claims, we incur losses in our direct operations from escrow, closing and disbursement functions.
As a percentage of title operating revenues, current year provisions - IBNR were 2.0%, 2.7% and 2.6% in 2025, 2024 and 2023, respectively. In addition to title policy claims, we incur losses in our direct operations from escrow, closing and disbursement functions.
A 100 basis point change in the loss provisioning percentage, a reasonable scenario based on our historical loss experience, would have increased or decreased our provision for title losses, and affected pretax income by approximately $20.6 million for the year ended December 31, 2024.
A 100 basis point change in the loss provisioning percentage, a reasonable scenario based on our historical loss experience, would have increased or decreased our provision for title losses, and affected pretax income by approximately $24.2 million for the year ended December 31, 2025.
While we do not anticipate significant changes in our estimates, there is a risk that such changes could have a material impact on our consolidated financial condition or results of operations for future periods.
CRITICAL ACCOUNTING ESTIMATES Actual results can differ from our accounting estimates. While we do not anticipate significant changes in our estimates, there is a risk that such changes could have a material impact on our consolidated financial condition or results of operations for future periods.
Total international revenues in the fourth quarter 2024 increased by $6.5 million, or 21%, primarily due to higher transaction volumes compared to the prior year quarter. Real estate solutions segment .
Total international revenues in the fourth quarter 2025 increased by $1.5 million, or 4%, primarily due to higher residential transaction volumes compared to the prior year quarter. Real estate solutions segment .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) MANAGEMENT'S OVERVIEW Net income attributable to Stewart for the year 2024 was $73.3 million, or $2.61 per diluted share, compared to $30.4 million, or $1.11 per diluted share, in 2023.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) MANAGEMENT'S OVERVIEW Net income attributable to Stewart for 2025 was $115.5 million, or $4.05 per diluted share, compared to $73.3 million, or $2.61 per diluted share, in 2024.
For the fourth quarter 2024, we reported net income attributable to Stewart of $22.7 million ($0.80 per diluted share), compared to net income attributable to Stewart of $8.8 million ($0.32 per diluted share) for the fourth quarter 2023.
For the fourth quarter 2025, we reported net income attributable to Stewart of $36.3 million ($1.25 per diluted share), compared to net income attributable to Stewart of $22.7 million ($0.80 per diluted share) for the fourth quarter 2024.
Pretax income before noncontrolling interests in 2024 was $114.3 million (4.6% pretax margin) compared to $60.9 million (2.7% pretax margin) in 2023.
Pretax income before noncontrolling interests in 2025 was $165.6 million (5.7% pretax margin) compared to $114.3 million (4.6% pretax margin) in 2024.
During 2024, total operating revenues increased 10% to $2.42 billion compared to $2.21 billion in 2023, while total expenses increased 8% to $2.38 billion, compared to $2.20 billion in 2023, primarily driven by higher revenues in title and real estate solutions services operations.
During 2025, total operating revenues increased 18% to $2.86 billion compared to $2.42 billion in 2024, while total expenses increased 16% to $2.76 billion, compared to $2.38 billion in 2024, primarily driven by higher revenues in the title and real estate solutions services operations.
Adjustments relating to large claims may impact provisions either for known claims or for IBNR. 19 2024 2023 2022 (in $ millions) Provisions – Known Claims: Current year 15.3 16.9 20.2 Prior policy years 66.8 70.4 84.2 82.1 87.3 104.4 Provisions – IBNR Current year 56.1 49.9 75.2 Prior policy years 9.0 13.5 7.3 65.1 63.4 82.5 Transferred IBNR to Known Claims (66.8) (70.4) (84.2) Total provisions 80.4 80.3 102.7 In 2024, total provisions for known claims decreased $5.2 million, or 6%, compared to 2023, primarily as a result of changes to existing large and non-large claims related to prior policy years, while total provisions - IBNR increased $1.7 million, or 3%, primarily due to increased title premiums in 2024.
Adjustments relating to large claims may impact provisions either for known claims or for IBNR. 20 2025 2024 2023 (in $ millions) Provisions – Known Claims: Current year 30.5 15.3 16.9 Prior policy years 64.2 66.8 70.4 94.7 82.1 87.3 Provisions – IBNR Current year 48.5 56.1 49.9 Prior policy years 2.7 9.0 13.5 51.2 65.1 63.4 Transferred IBNR to Known Claims (64.2) (66.8) (70.4) Total provisions 81.7 80.4 80.3 In 2025, total provisions for known claims increased $12.6 million, or 15%, compared to 2024 as a result of the timing of claims reported and changes to large and non-large claims related to both current and prior policy years.
In 2023, total known claims provisions decreased by $17.1 million, or 16%, primarily as a result of changes to existing large and non-large claims related to prior policy years, while total provisions - IBNR decreased $19.1 million, or 23%, primarily due to lower title premiums compared to 2022.
In 2024, total known provision claims decreased $5.2 million, or 6%, compared to 2023, primarily as a result of changes to existing large and non-large claims related to prior policy years, while total provisions - IBNR increased $1.7 million, or 2.7%, primarily due to increased title premiums in 2024.
As a percentage of operating revenues, total segment employee costs and other operating expenses slightly improved to 48.7% in the fourth quarter 2024 compared to 49.1% in the prior year quarter.
As a percentage of operating revenues, total title segment employee costs and other operating expenses improved to 47.0% in the fourth quarter 2025 compared to 48.7% in the prior year quarter, primarily due to increased title operating revenues.
Our statements on home sales, mortgage interest rates and loan activity are based on averaged published industry data as of December 31, 2024 from sources including Fannie Mae and the Mortgage Bankers Association (MBA), when available. 2024 2023 2022 Mortgage interest rates (30-year, fixed-rate) – % Averages for the year 6.72 6.80 5.33 First quarter 6.75 6.36 3.79 Second quarter 6.99 6.49 5.24 Third quarter 6.51 7.04 5.58 Fourth quarter 6.65 7.29 6.69 Mortgage originations – $ billions 1,714 1,554 2,347 Refinancings – % of originations 25 18 31 Existing home sales – in millions 4.05 4.10 5.07 Existing home median sales price – in $ thousands 406 388 384 New home sales – in millions 0.70 0.67 0.64 New home median sales price – in $ thousands 423 427 456 After reaching a 23-year high of 7.79% during the fourth quarter 2023, the average 30-year mortgage interest rate dipped during 2024, influenced by several interest rate reductions by the federal government in late 2024.
Our statements on home sales, mortgage interest rates and loan origination activity are based on averaged published industry data as of December 31, 2025 from sources including Fannie Mae and the Mortgage Bankers Association (MBA), when available. 2025 2024 2023 Mortgage interest rates (30-year, fixed-rate) – % Averages for the year 6.60 6.72 6.80 First quarter 6.82 6.75 6.36 Second quarter 6.79 6.99 6.49 Third quarter 6.55 6.51 7.04 Fourth quarter 6.23 6.65 7.29 Mortgage originations – $ billions 1,988 1,685 1,554 Refinancings – % of originations 31 22 18 Existing home sales – in millions 4.08 4.07 4.10 Existing home median sales price – in $ thousands 421 411 388 New home sales – in millions 0.68 0.69 0.67 New home median sales price – in $ thousands 452 448 427 In 2025, the average 30-year mortgage interest rate reached its lowest level in three years, influenced by several interest rate reductions by the federal government which started in late 2024.
The average 30-year mortgage interest rate was 6.85% at the end of 2024, compared to 6.61% at the end of 2023. Total loan originations in 2024 improved 10% compared to 2023, primarily due to a 52% increase in refinancing transactions, with purchase lending volume improving by 1%.
The average 30-year mortgage interest rate was 6.15% at the end of 2025, compared to 6.85% at the end of 2024 and a 23-year high of 7.79% during the fourth quarter 2023. Total loan dollar originations in 2025 improved 18% compared to 2024, primarily due to a 67% increase in refinancing transactions, with purchase lending volume improving by 4%.
Fourth quarter 2024 pretax income before noncontrolling interests was $35.4 million compared to pretax income before noncontrolling interests of $18.8 million for the prior year quarter.
Fourth quarter 2025 pretax income before noncontrolling interests was $51.7 million (6.5% pretax margin) compared to pretax income before noncontrolling interests of $35.4 million (5.3% pretax margin) for the prior year quarter.
Summary results of the title segment are as follows (in $ millions, except pretax margin and % change): For the Three Months Ended December 31, 2024 2023 % Change Operating revenues 562.7 503.0 12 % Investment income 14.5 13.0 12 % Net realized and unrealized gains 2.8 5.1 (46) % Pretax income 45.2 27.3 65 % Pretax margin 7.8 % 5.2 % Segment operating revenues in the fourth quarter 2024 increased $59.8 million, or 12%, driven by increased revenues from our direct and agency title operations, while total segment operating expenses increased $41.0 million, or 8%, compared to the fourth quarter 2023.
Summary results of the title segment are as follows (in $ millions, except pretax margin and % change): For the Three Months Ended December 31, 2025 2024 % Change Operating revenues 668.4 562.7 19 % Investment income 14.0 14.5 (3) % Net realized and unrealized (losses) gains (3.7) 2.8 (236) % Pretax income 58.0 45.2 28 % Pretax margin 8.5 % 7.8 % 18 Segment operating revenues in the fourth quarter 2025 increased $105.7 million, or 19%, driven by strong performances by our direct and agency title operations with operating revenue growth of 18% and 20%, respectively, compared to the fourth quarter 2024.
Summary results of the real estate solutions segment are as follows (in $ millions, except pretax margin and % change): For the Three Months Ended December 31, 2024 2023 % Change Operating revenues 87.0 61.4 42 % Pretax income 0.9 1.4 (34) % Pretax margin 1.1 % 2.3 % The segment’s fourth quarter 2024 operating revenues improved $25.6 million, or 42%, primarily due to increased revenues from credit information and valuation management services operations compared to the fourth quarter 2023.
Summary results of the real estate solutions segment are as follows (in $ millions, except pretax margin and % change): For the Three Months Ended December 31, 2025 2024 % Change Operating revenues 111.9 87.0 29 % Pretax income 3.9 0.9 317 % Pretax margin 3.5 % 1.1 % The segment’s fourth quarter 2025 operating revenues improved $24.9 million, or 29%, primarily driven by our credit information services business.
As a percentage of title revenues, title loss expense was 3.7% in the fourth quarter 2024 compared to 4.1% in the prior year quarter.
As a percentage of title operating revenues, title loss expense improved to 3.4% in the fourth quarter 2025 compared to 3.7% in the prior year quarter, primarily as a result of our continued overall favorable claims experience.
Direct title revenue information is presented below (in $ millions, except % change) : For the Three Months Ended December 31, 2024 2023 % Change Non-commercial Domestic 162.5 153.8 6 % International 25.9 24.0 8 % 188.4 177.8 6 % Commercial: Domestic 84.1 56.1 50 % International 11.1 6.5 71 % 95.2 62.6 52 % Total direct title revenues 283.6 240.4 18 % Total non-commercial domestic revenues in the fourth quarter 2024 improved by $8.7 million, or 6%, primarily due to increased total non-commercial domestic transactions compared to the fourth quarter 2023.
Direct title revenue information is presented below (in $ millions, except % change) : For the Three Months Ended December 31, 2025 2024 % Change Non-commercial Domestic 180.2 162.5 11 % International 31.0 25.9 20 % 211.2 188.4 12 % Commercial: Domestic 116.1 84.1 38 % International 7.5 11.1 (32) % 123.6 95.2 30 % Total direct title revenues 334.8 283.6 18 % Domestic commercial revenues in the fourth quarter 2025 improved by $32.0 million, or 38%, primarily driven by increased sizes of commercial closed transactions, principally related to data center and energy asset classes, while domestic non-commercial revenues increased $17.7 million, or 11%, primarily driven by higher combined purchase and refinancing closed transactions and increased average fee per file compared to the prior year quarter.
However, existing home sales in 2024 remained subdued, primarily as a result of continued relatively elevated interest rates, accompanied by low housing inventory, affordability challenges caused by rising home prices, and weather events in 2024. 21 Fannie Mae and MBA expect the 30-year mortgage interest rate in 2025 to average similar to 2024 and slightly improve to 6.40% in 2026.
However, 2025 existing home sales remained flat to 2024, primarily as a result of the relatively elevated interest rates, tight inventory levels and affordability challenges caused by rising home prices.
Fourth quarter 2024 average domestic commercial fee per file was $19,600, or 33% higher compared to $14,800 in the fourth quarter 2023, while average domestic residential fee per file was $2,900, which was 8% lower compared to $3,200 from the prior year quarter, primarily due to a lower purchase transaction mix during the fourth quarter 2024.
Fourth quarter 2025 average domestic commercial fee per file was $27,300, or 39% higher compared to $19,600 in the fourth quarter 2024, while average domestic residential fee per file improved 13% to $3,300, compared to $2,900 in the fourth quarter 2024.
The corporate segment includes our parent holding company and centralized support services departments, along with other businesses not related to title or real estate solutions operations. Refer to
Our real estate solutions operations include credit and real estate information services, property preservation and field services, valuation management services, online notarization and closing services, and search services. The corporate segment includes our parent holding company and centralized support services departments. Refer to
The segment's pretax income included acquisition intangible asset amortization expenses of $5.5 million and $5.8 million in the fourth quarters 2024 and 2023, respectively. 18 Corporate segment .
Combined employee costs and other operating expenses in the fourth quarter 2025 increased $21.6 million, or 27%, primarily due to increased costs of services related to revenue growth. The segment's pretax income included acquisition intangible asset amortization expenses of $5.6 million and $5.5 million in the fourth quarters 2025 and 2024, respectively. 19 Corporate segment .
We close transactions and issue title policies on homes, commercial and other real properties located in all 50 states, the District of Columbia and international markets through policy-issuing offices, agencies and centralized title services centers. Our real estate solutions operations include credit and real estate information services, valuation management services, online notarization and closing services, and search services.
Factors affecting revenues. Our primary business is title insurance and settlement-related services. We close transactions and issue title policies on homes, commercial and other real properties located across the U.S. and international markets through policy-issuing offices, agencies and centralized title services centers.
Fourth quarter 2023 results included $4.8 million of pretax net realized and unrealized gains primarily driven by net gains on fair value changes of equity securities investments and an acquisition liability adjustment. Title segment .
Fourth quarter 2025 results included $3.8 million of pretax net realized and unrealized losses, primarily recorded in the title segment, while the fourth quarter 2024 results included $1.7 million of pretax net realized and unrealized gains, comprised of $2.8 million net gains in the title segment and $1.1 million net losses in the corporate segment.
Total mortgage originations are expected to increase 18% in 2025 compared to 2024, with refinancing and purchase transactions increasing 41% and 10%, respectively, while existing and new homes sales are expected to improve to 4.21 million (4%) and 0.77 million (10%), respectively, compared to 2024. Factors affecting revenues. Our primary business is title insurance and settlement-related services.
The average 30-year mortgage interest rate is forecast to improve to 6.2% in 2026 compared to 6.6% in 2025, and further decline to 6.1% in 2027. Total mortgage originations are expected to improve 15% in 2026, with refinancing and purchase transactions increasing 31% and 7%, respectively, while new homes sales are expected to improve 5% compared to 2025.
Removed
Fourth quarter 2024 included $1.7 million of pretax net realized and unrealized gains, primarily related to net gains from fair value changes of equity security investments and an acquisition liability adjustment, partially offset by losses from a sale of an office and an investment impairment.
Added
During the fourth quarter 2025, we completed the largest acquisition in Stewart history by acquiring Mortgage Contracting Services (MCS), an industry leader in providing property preservation and field services to mortgage servicers. This acquisition broadens Stewart's servicer customer base and expands our full suite of lender services. MCS is included in our real estate solutions segment.
Removed
Title loss expense in the fourth quarter 2024 was $20.7 million, which was comparable to the fourth quarter 2023, primarily as a result of our overall favorable claim experience offsetting the incremental title loss expense related to increased title revenues.
Added
Refer to Note 8 to our audited consolidated financial statements for details. Title segment .
Removed
Domestic commercial revenues in the fourth quarter 2024 increased by $28.0, or 50%, primarily due to a higher average transaction size and a 13% increase in commercial transactions compared to the prior year quarter.
Added
Title loss expense in the fourth quarter 2025 increased $2.3 million, or 11%, compared to the fourth quarter 2024, primarily driven by higher title revenues.
Removed
On a combined basis, the segment's employee costs and other operating expenses increased $26.2 million, or 49%, primarily driven by higher vendor prices for credit information services and increased employee count in anticipation of new customers and related revenue.
Added
The segment's net expenses for the fourth quarter 2025 slightly increased to $10.1 million, compared to $9.7 million in the fourth quarter 2024, primarily due to higher interest expense on increased debt balances. The segment recorded a $1.1 million realized loss related to an investment impairment during the fourth quarter 2024.
Removed
The segment's fourth quarter 2024 results included net expenses attributable to corporate operations of $9.7 million, which were comparable to the prior year quarter, and a $1.1 million unrealized loss related to an investment impairment. CRITICAL ACCOUNTING ESTIMATES Actual results can differ from our accounting estimates.
Added
Total provisions - IBNR in 2025 decreased $13.9 million, or 21%, compared to the prior year primarily due to our overall favorable claims experience.
Added
However, we are encouraged that existing home sales in December 2025 improved 5% (seasonally-adjusted) compared to November 2025, which was the strongest result in nearly three years, according to the National Association of Realtors (NAR). 22 For 2026, Fannie Mae and MBA expect existing homes sales to improve 7%, with the median existing home price remaining essentially unchanged.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−0 removed9 unchanged
Biggest changeInvestments in debt securities at December 31, 2024 mature, according to their contractual terms, as follows (actual maturities may differ because of call or prepayment rights): Amortized costs Fair values (in $ thousands) In one year or less 68,529 68,198 After one year through two years 122,551 120,545 After two years through three years 78,785 76,727 After three years through four years 80,281 77,945 After four years through five years 53,690 53,483 After five years 195,451 189,717 599,287 586,615 We believe our investment portfolios are diversified and do not expect any material loss to result from the failure to perform by issuers of the debt securities we hold.
Biggest changeInvestments in debt securities at December 31, 2025 mature, according to their contractual terms, as follows (actual maturities may differ because of call or prepayment rights): Amortized costs Fair values (in $ thousands) In one year or less 85,205 85,086 After one year through two years 66,720 66,471 After two years through three years 85,188 84,893 After three years through four years 57,082 58,033 After four years through five years 61,612 61,367 After five years 202,737 202,638 558,544 558,488 We believe our investment portfolios are diversified and do not expect any material loss to result from the failure to perform by issuers of the debt securities we hold.
Refer to Note 4 to our audited consolidated financial statements for details. 31 Based on our foreign debt securities portfolio and foreign currency exchange rates at December 31, 2024, a 100 basis-point increase (decrease) in foreign currency exchange rates would result in an increase (decrease) of approximately $3.0 million in the fair value of our foreign debt securities portfolio.
Refer to Note 4 to our audited consolidated financial statements for details. 32 Based on our foreign debt securities portfolio and foreign currency exchange rates at December 31, 2025, a 100 basis-point increase (decrease) in foreign currency exchange rates would result in an increase (decrease) of approximately $3.4 million in the fair value of our foreign debt securities portfolio.
The material market risk in our investments in financial instruments is related to our debt securities investments, which represent approximately 88% of our total securities investment portfolio at December 31, 2024, with the remainder invested in equity securities. We invest primarily in corporate, foreign, municipal and U.S. government debt securities.
The material market risk in our investments in financial instruments is related to our debt securities investments, which represent approximately 92% of our total securities investment portfolio at December 31, 2025, with the remainder invested in equity securities. We invest primarily in corporate, foreign, municipal and U.S. government debt securities.
Based on our debt securities portfolio and interest rates at December 31, 2024, a 100 basis-point increase (decrease) in interest rates would result in a decrease (increase) of approximately $20.1 million, or 3.4%, in the fair value of our debt securities portfolio.
Based on our debt securities portfolio and interest rates at December 31, 2025, a 100 basis-point increase (decrease) in interest rates would result in a decrease (increase) of approximately $19.9 million, or 3.6%, in the fair value of our debt securities portfolio.

Other STC 10-K year-over-year comparisons