UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934

For the fiscal year ended December 31, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number: 000-55621

TEXAS REPUBLIC CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Texas		45-5311713
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

13215 Bee Cave Parkway, Ste A120

Austin, Texas 78738

(Address of principal executive offices)

(512) 330-0099

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

None

Securities registered pursuant to section 12(g) of the Exchange Act:

Title of Each Class

Common Stock, $.01 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller Reporting Company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

In the absence of an established trading market for the common stock, the registrant is unable to calculate the aggregate market value of the voting stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Common stock $.01 par value as of March 16, 2026: 16,140,570 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement to be used in connection with its 2026 Annual Meeting of Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III of this report.

Texas Republic Capital Corporation

TABLE OF CONTENTS

Part I

Item 1.	Business	1
Item 2.	Properties	3
Item 3.	Legal Proceedings	3
Item 4.	Mine Safety Disclosures	3

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	4
Item 6.	Reserved	5
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 8.	Financial Statements	F-1
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	12
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	12

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	13
Item 13.	Certain Relationships and Related Transactions, and Director Independence	13
Item 14.	Principal Accounting Fees and Services	13
Item 15.	Exhibits	14

Signatures		15

Exhibit 21.1

Exhibit 24.1

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

Exhibit No. 101.INS

Exhibit No. 101.SCH

Exhibit No. 101.CAL

Exhibit No. 101.DEF

Exhibit No. 101.LAB

Exhibit No. 101.PRE

Exhibit No. 104.FIL

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PART I

Item 1. Business

Business Development

Texas Republic Capital Corporation (the “Company”) is the parent holding company of Texas Republic Life Insurance Company (“TRLIC”), Texas Republic Life Solutions, Inc. (“TRLS”), and Axis Insurance Solutions, LLC (“AIS”). The Company was incorporated in Texas on May 15, 2012, for the primary purpose of forming and capitalizing a life insurance company subsidiary.

The Texas Department of Insurance approved TRLIC’s life insurance charter on August 1, 2016. The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC. TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas. In 2018 the Company made additional capital contributions totaling $2,750,000 for the entire year. In 2019 the Company made two more capital contributions to TRLIC. The first contribution consisted of mortgage loans valued at $857,133 and the second one was a $1,300,000 cash contribution. In 2021 and 2022, the Company made additional total capital contributions of $2,100,000 and $2,100,000, respectively. In 2023, the Company made $1,750,000 in total capital contributions. Total capitalization of TRLIC was $13,857,133 at December 31, 2025.

TRLS, a life and health insurance agency, was incorporated February 1, 2017. The Company capitalized TRLS with $50,000 and owns 100% of TRLS. In 2018 and 2020 the Company made additional capital contributions of $100,000 and $200,000, respectively. In 2021 and 2022, the Company made additional total capital contributions of $50,000 and $150,000, respectively. Total capitalization of TRLS was $550,000 at December 31, 2025.

AIS, a property & casualty insurance agency, was formed on April 6, 2021. The Company capitalized AIS with $25,000 and owns 100% of AIS.

Company Capitalization

From incorporation through April 2, 2017 the Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an organizational offering, three private placement stock offerings and an intrastate public stock offering in the state of Texas. The Company raised $10,336,500 and incurred $1,215,569 of offering costs through the issuance of 12,865,000 shares from the organizational offering and three private placement offerings. The intrastate public stock offering was registered to raise $25,000,000 by offering 5,000,000 shares of its common stock and ended on April 2, 2017. Through this offering the Company raised an additional $10,010,485 and incurred another $1,444,127 of offering costs through the sale of 2,002,097 shares of common stock. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock.

On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2027, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder’s fees in this private placement. The Company has raised $4,620,908 and incurred $35,903 of offering costs from the subscription of 616,121 shares through December 31, 2025 from this offering.

Financial Information about Segments

The Financial Accounting Standards Board (“FASB”) guidance requires a “management approach” in the presentation of business segments based on how management internally evaluates the operating performance of business units. The Company has evaluated our operations and has determined there is not definitive segregation between corporate and insurance operations or between life and annuity operations. Therefore, the Company reports only consolidated operations.

Life Insurance and Annuity Operations

The Company began selling its life insurance and annuity products on April 3, 2017. TRLIC is currently selling two life and four annuity products. The first life product is a modified whole life product with an annuity rider. It is a ten or twenty-year paid-up policy, based on policyholder age, with 50% of the premium deposited into the annuity rider account in years 2-10/20. The second life product is a modified whole life product (“TrueFlex”) developed to be marketed through the workplace as a voluntary benefit by payroll deduction. It is a permanent life product and is portable should the employee leave the employer for any reason. The annuity products are 5-year and 10-year fixed annuities. Based on the product selected there is a 5% or 10% premium bonus immediately credited to the account balance which is vested over five or ten years unless surrendered prior to the end of the vesting period for three of the annuity products. The other annuity product does not have a premium bonus feature.

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TRLIC entered into an administrative services agreement with Landmark Life Insurance Company on July 24, 2019 and it was subsequently assigned to Landmark Admin, LLC (“LA”). The services provided under this agreement include agent support, policy issue, accounting, claims processing and other services incidental to the operations of TRLIC. The agreement was renewed effective December 1, 2023 and is effective for a period of five years and includes a provision that the agreement may be terminated at any time by either party with a 120-day prior notice.

Competition

TRLIC operates in a mature and highly competitive industry with hundreds of other life and health insurance company groups in the United States as well as other financial intermediaries such as banks and securities firms who market insurance products. Competition is intense because the life insurance industry is consolidating, with larger, more efficient and more effective organizations emerging from consolidation. In addition, there have been new entrants to the industry over the last few years planning to disrupt with technology.

Many of these companies have significantly more capital and other resources, superior brand recognition, and maintain higher ratings. Competitive factors are primarily the breadth and quality of products offered, established positions in niche markets, pricing, relationships with distribution channels, commission structures, the perceived stability of the insurer, quality of underwriting and customer experience, scale, and cost efficiencies. Operating results of life insurers are subject to fluctuations, not only from the competitive environment, but also due to economic conditions, interest rate levels, actual policy experience and the performance of investments.

Management believes that we can be competitive by servicing niche markets that are underserved by larger insurers. The Company believes in democratizing insurance and making it available to everyone. By developing specialized products through product innovation and reducing traditional expense overhead, the Company will reach underinsured segments providing cost effective solutions that fit our clients’ needs. Not to mention, the Company is unique in its structure with three different revenue generating subsidiaries. We can make a sale even if our life insurance carrier does not offer the product of an interested customer through our life and health agency. Additionally, we can cross sell all of our policyholders property and casualty insurance through AIS. The Company has also invested in technology to meet the changing demands of the new generations and how they shop for and buy insurance. Plus, the Company’s size and age allows us to react quickly to changing market conditions and be agile enough to correct course without too much cost and the hindering of outdated, legacy systems.

Reinsurance

TRLIC utilizes reinsurance to cede excess risk allowing management to control exposure to potential losses arising from large risks and providing additional capacity for growth and risk diversification. TRLIC reinsures most amounts of risk on any one life in excess of $50,000 for individual life insurance to our reinsurance partners. The Company works with multiple partners to ensure the best terms and additional diversification.

Governmental Regulation

TRLIC is subject to regulation and supervision by the Texas Department of Insurance (“TDI”). The insurance laws of Texas give the TDI broad regulatory authority, including powers to: (i) grant and revoke licenses to transact business; (ii) regulate and supervise trade practices and market conduct; (iii) establish guaranty associations; (iv) license agents; (v) approve policy forms; (vi) approve premium rates for some lines of business; (vii) establish reserve requirements; (viii) prescribe the form and content of required financial statements and reports; (ix) determine the reasonableness and adequacy of statutory capital and surplus and (x) regulate the type and amount of permitted investments.

TRLIC can be required, under the solvency or guaranty laws of Texas in which it does business, to pay assessments (up to prescribed limits) to fund policyholder losses or liabilities of other insurance companies that become insolvent. These assessments may be deferred or foregone under most guaranty laws if they would threaten an insurer’s financial strength and, in certain instances, may be offset against future premium taxes.

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TRLIC dividends available for distribution are based on provisions of the Texas Insurance Code. Without prior approval from the Commissioner of Insurance of Texas dividends to shareholders are limited to the greater of (a) 10% of TRLIC’s surplus as regards to policyholders as of December 31, next preceding, or (b) the net gain from operations of the insurer company for the twelve-month period ending December 31, next preceding year.

There are certain factors specific to the life insurance business which may have an adverse effect on the statutory operating results of TRLIC. One such factor is that the costs associated with issuing a new policy in force are usually greater than the first year’s policy premium. Accordingly, in the early years of a new life insurance company, these initial costs and the required provisions for reserves often have an adverse effect on statutory operating results.

Employees

Our workforce is our most important asset and a key competitive advantage. As of February 28, 2026, the Company had nine full-time employees.

Item 2. Properties

The Company rents office space for its administrative operations under an agreement that expires in 2027. In determining the present value of lease payments, the Company uses its incremental borrowing rate obtained from its main commercial bank.

Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2025 are as follows:

2026	$	104,831
2027		98,723
Total operating lease payments, undiscounted	$	203,554
Less: interest		(36,258	)
Lease liability, at present value	$	167,296

Item 3. Legal Proceedings

Various legal proceedings to which the Company or a subsidiary of the Company is party arise from time to time in the normal course of business. As of the date hereof, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of its or its subsidiaries' assets or properties are subject.

Item 4. Mine Safety Disclosures

Not applicable

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

(a)

Market Information

Trading of the Company’s common stock is limited, and an established public market does not exist.

(b)

Holders

As of March 16, 2026, there were approximately 1,691 shareholders of the Company’s outstanding common stock.

(c)

Dividends

The Company has not paid any cash dividends since inception (May 15, 2012). The Board of Directors of the Company has not adopted a dividend payment policy; however, dividends must necessarily depend upon the Company’s earnings and financial condition, applicable legal restrictions from the Texas Business Organization Code and other factors relevant at the time the Board of Directors considers a dividend policy. Cash available for dividends to shareholders of the Company must initially come from income and capital gains earned on its investment portfolio and dividends paid by the Company’s subsidiaries.

(d)

Securities Authorized for Issuance Under Equity Incentive Plans

The Company’s life subsidiary, TRLIC had an Agent Stock Incentive Plan (“ASIP”). The plan was approved in August 2018 by the Texas State Securities Board. The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products. Calculation of awards at year end are based on production for the period of January through December. The Company granted 7,000 total shares in 2023 as part of employment agreements and/or bonuses to employees. In addition, the Company issued stock options to one of its employees at the beginning of 2023. The Company granted a share option of up to 5,000 shares of common stock to this individual. This option award will vest over a 5-year period of continuous service at a rate of 20% per year, and the exercise price is equal to zero.

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(e)

Performance Graph - Not Required

(f)

Related Stockholder Matters

(i)

Sale of unregistered equity securities

The Company sold 4,375,000 common shares at $.02 per share to its organizing shareholders in May of 2012 for total proceeds of $87,500. Subsequently, the Company completed three private placement stock offerings which raised $10,249,000 through the issuance of 8,490,000 shares from the private placement offerings in 2012 and 2013, including a private placement of 2,000,000 shares for $5,000,000 between February and November 2013. The Company incurred $1,215,569 in offering costs to issue these shares. These shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter was involved in connection with the issuance of these shares, and we paid no finder’s fees in the private placements.

On April 2, 2014, the Company commenced an offering of 5,000,000 shares of common stock at $5.00 per share ($25,000,000 maximum) with a 10% over sale provision, in an intrastate public offering registered with the Texas State Securities Board. This offering ended on April 2, 2017 and was sold only to Texas residents pursuant to an exemption from the 1933 Act contained in Section 3(a)(11) of the 1933 Act and Rule 147 promulgated by the SEC. It was sold by issuer agents registered with the Texas State Securities Board. The Company raised $10,010,485 and incurred offering costs of $1,444,127 from the sale of 2,002,097 shares in this offering. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock. These shares were sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter was involved in connection with the issuance of these shares, and we paid no finder’s fees in the private placements. On January 1, 2023, the Company began a six-million-dollar private placement offering with a possible 10% oversubscription. This offering was extended for an additional year and will end on January 1, 2027, unless all of the shares are sold before then or the offering is terminated earlier. These shares will be sold in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the “1933 Act”) contained in Securities and Exchange Commission (“SEC”) Regulation D, Rule 506. No underwriter will be involved in connection with the issuance of these shares, and we will not pay finder’s fees in this private placement. The Company has raised $4,620,908 and incurred $35,903 of offering costs from the subscription of 616,121 shares through December 31, 2025 from this offering.

Proceeds have been used for working capital and the capitalization of a life insurance company and other insurance agencies.

(g)

Purchases of Equity Securities by Issuer

Since inception through December 31, 2018, the Company purchased 3,000 shares of the Company’s common stock for $15,000 held as treasury stock. Additionally, TRLIC has purchased another 111,000 shares of TRCC common stock at a cost of $118,210 since 2018. The shares were purchased to compensate agents under TRLIC’s ASIP. The Company has issued 16,080 treasury shares under the ASIP since inception of the plan and another 51,000 treasury shares as part of employment agreements and/or bonuses to employees. The remaining shares are held as treasury shares in the consolidated financial statements.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Texas Republic Capital Corporation (“we”, “us”, “our”, “TRCC” or the “Company”) was incorporated in May 2012 as a financial services holding company. We own and operate insurance subsidiaries: a life insurance company, a life insurance agency, and a property & casualty insurance agency. We sell and issue life insurance products and annuity contracts as part of the insurance company. As an insurance provider, we collect premiums and annuity considerations in the current period to pay future benefits to our policy and contract holders. Currently, we only issue our products in the state of Texas. As a life insurance agency and a property & casualty insurance agency, we sell and place insurance products for other insurance carriers. If our life insurance company does not offer products that suit our client’s needs, then we can meet their needs through other carrier products sold by our life agency. In addition, we have ability to cross-sell all current and prospective client’s property and casualty insurance through the other agency, or the possibility of driving growth for the Company in other markets where participants are not seeking life insurance. The agencies collect commissions on the sale of those products.

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We also realize revenues from our investment portfolio, which is a key component of our operations. The revenues and funds we collect as premiums and annuity considerations from policyholders are invested to ensure future benefit payments under the policy contracts. Life insurance companies earn profits on the investment spread, which reflects the investment income earned on the premiums and annuity considerations paid to the insurer between the time of receipt and the time benefits are paid out under our policies and contracts. Changes in interest rates, changes in economic conditions and volatility in the capital markets can all impact the amount of earnings that we realize from our investment portfolio.

The Company continues to incur overall losses since inception. These losses were fully expected, planned for, and fell within an expected range when considering the necessary start-up, infrastructure, distribution, and policy issuance costs of a new life insurance company. These losses have resulted from the costs incurred while raising capital and starting a new company, which involves investing in people, technology, infrastructure, marketing, brand awareness, distribution channels, regulatory and filing fees, legal costs, and other overhead expenses related to our operations. We expect to continue to incur operating losses until we achieve a volume of in-force life insurance policies that provide premiums and the associated investment income which are sufficient to cover our operating costs.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. On a continuing basis, we evaluate our estimates and assumptions.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following accounting policies, judgments and estimates are the most critical to the preparation of our consolidated financial statements.

Investments

Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income (loss). The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount.

Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.

The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit impairment exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.

The Company's best estimate of future cash flows involves assumptions including, but not limited to, various performance indicators, such as historical and projected default and recovery rates, credit ratings, and current delinquency rates. These assumptions require the use of significant management judgment and include the probability of issuer default and estimates regarding timing and amount of expected recoveries, which may include estimating the underlying collateral value. In addition, projections of expected future fixed maturity security cash flows may change based upon new information regarding the performance of the issuer. Any credit losses are presented as an allowance rather than as a write-down of available-for-sale fixed maturity securities, with the change in allowance reported in net loss on the consolidated statements of operations.

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Purchases and sales of securities are recorded on a trade-date basis. Interest earned on investments is recorded on the accrual basis and is included in net investment income.

The Company’s mortgage loan portfolio is comprised entirely of residential properties with loan to appraised value ratios below 90%. Mortgage loans are carried at amortized book value. A mortgage loan allowance has been established for any unforeseen losses using an industry approach. While we utilize our best judgment and information available, the ultimate adequacy of this allowance is dependent upon a variety of factors beyond our control, including the performance of the residential mortgage loan portfolio, the economy and changes in interest rates. Our allowance for possible mortgage loan losses consists of specific valuation allowances established for probable losses on specific loans and a portfolio reserve for probable incurred losses but not for specifically identified loans. The fair values for mortgage loans are estimated using discounted cash flow analysis. The discount rate used to calculate fair values was indexed to the SOFR yield curve adjusted for an appropriate credit spread.

Real estate held for sale is carried at cost. Investment real estate obtained through foreclosure on mortgage loans on real estate is carried at the lower of acquisition cost or net realizable value.

Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.

The Company’s other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. These investments are categorized as other long-term investments in the statement of financial position and are assignments of the future rights from lottery winners purchased at a discounted price. Payments on these investments are made by state run lotteries. Since state run lotteries are unlikely to default even in the most dire economic situations, no allowance for credit losses are necessary.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and money market instruments.

Deferred Policy Acquisition Costs

Commissions and other acquisition costs which vary with and are primarily related to the successful production of new and renewal insurance contracts are deferred and amortized on a constant level basis over the expected life of the related insurance contracts. With the adoption of ASU 2018-12, impairment testing is no longer applicable to deferred policy acquisition costs. The Company, however, reviews and updates actuarial experience assumptions (such as mortality, surrenders, lapse, and premium persistency) serving as inputs to the models that establish the expected life for deferred policy acquisition costs and other actuarial balances at least once each year, or more frequently if evidence suggests assumptions should be revised. The Company makes model refinements as necessary, and any changes resulting from these assumption updates are applied prospectively.

Deferred policy acquisition costs are amortized by issue year month and product cohorts (defined as the unit for asset amortization measurement) with the amortization based upon projected policy counts. In addition, since the amortization of deferred policy acquisition costs is no longer impacted by investment gains and losses, the unrealized gain (loss) adjustment is also no longer applicable to accumulated other comprehensive income (loss).

Deferred Sales Inducement Costs

Sales inducement costs (SIC) are related to policy bonuses issued on some of the Company’s annuity products. SIC is deferred at the issuance of the policy and amortized over the bonus period on a straight-line basis. The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus.

Policyholders’ Account Balances

The Company’s liability for policyholders’ account balances represents the contract value that has accrued to the benefit of the policyholder as of the financial statement date. This liability for annuities is generally equal to the accumulated account deposits plus applicable bonus and interest credited less policyholders’ withdrawals and other charges assessed against the account balance. This liability for universal life policies is generally equal to the accumulated account balance which generally is premium received less amounts used to pay mortality, insurance costs, and expense charges. Interest crediting rates for individual annuities range from 1.55% to 6.00%.

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Future Policy Benefits

Our liability for future policy benefits is primarily comprised of the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment depends on policyholder mortality or morbidity, less the present value of future net premiums. Estimating liabilities for life insurance contracts requires management to make various assumptions, including policyholder persistency, mortality rates, investment yields, discretionary benefit increases, new business pricing and operating expense levels.

For life insurance products, expected mortality and morbidity is generally based on the Company’s expectations, historical experience or standard industry tables. Interest rate assumptions are based on factors such as market conditions and expected investment returns. Since many of these factors are interdependent and subject to volatility during the long-duration contract period, substantial judgment is required. Actual experience may emerge differently from that previously estimated.

The Company reviews and updates, if necessary, assumptions used to measure cash flows for the liability for future policy benefits at least once annually, or more frequently if evidence suggests that assumptions should be revised. Actual cash flows are grouped into issue year cohorts for this liability for future policy benefits calculation. A change in the liability for future policy benefits as a result of updating cash flow assumptions is recognized in net income.

Discount rate assumptions are selected in accordance with the applicable duration of the life insurance contracts based on the future benefit liability cash flow projection and are prescribed as the current upper-medium grade (low credit risk) fixed income instrument yield. If the discount rate is updated at any reporting date, the impact of the discount rate update is recognized in accumulated other comprehensive income (loss).

Recently Adopted and Issued Accounting Pronouncements

Please refer to the applicable paragraphs in Note 1 of the Notes to Consolidated Financial Statements.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine DTAs and DTLs on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on DTAs and DTLs is recognized in income in the period that includes the enactment date.

We recognize DTAs to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. If we determine that we would be able to realize our DTAs in the future in excess of their net recorded amount, we would make an adjustment to the DTA valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Results of Operations – Years Ended December 31, 2025 and 2024

Revenues

Revenues are primarily from life insurance premium income and investment income. Realized gains and losses on investment holdings can significantly impact revenues from period to period.

	December 31, 2025			December 31, 2024
Premiums and other considerations	$	5,144,327		$	4,348,428
Net investment income		1,254,928			1,862,039
Net realized investment losses		(13,346	)		-
Commission income		191,047			176,530
Total revenues	$	6,576,956		$	6,386,997

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Total revenues increased by $189,959, or 3%, for the year ended December 31, 2025. This increase was a result of increased new policy sales in the life insurance company and additional commission income earned in the agencies. There were reductions in net investment income and net realized investment losses compared to the prior year which offset the total revenue growth. Net investment income decreased primarily from less total investable assets in the current year compared to the prior year.

Net realized investment gains or losses can vary from year to year based on current market conditions at the time of sale. The Company also accepted annuity considerations during 2025 and 2024. Annuity considerations contribute to additional net investment income through increased investments but are not classified as premiums and other considerations under total revenues for GAAP reporting.

Expenses

Our expenses relate to operating a financial services holding company, a life insurance company, and two insurance agencies.

Expenses were $7,134,297 for the year ended December 31, 2025, an increase of $30,422 from $7,103,875 for the year ended December 31, 2024. Significant expense categories are discussed below.

Total Benefits and Claims – Claims and benefit expenses were $1,914,832 and $1,933,606 for the twelve months ended December 31, 2025 and 2024, respectively. The decrease of $18,774 is primarily related to the increase in future policy benefits and death and other benefits which was fully offset by the decrease in interest credited to policyholders from this year compared to the previous year. The decrease in interest credited to policyholders was expected as we have sold less new annuities in recent years. The other increases are to be expected based on new sales production, increased insurance volume, number of insureds covered, and the passage of time since policy issuance on life insurance policies. Furthermore, death and other benefit payments can significantly impact expenses from period to period due to timing.

Commissions – Commission expenses were $2,234,732 and $2,854,532 for the twelve months ended December 31, 2025 and 2024, respectively. The decrease of $619,800 is consistent with new business issued and renewal commissions paid on previously issued business, net of any applicable commission recaptured. The commission in the first year of policy issuance is typically significantly greater than the subsequent years. Conversely, in subsequent years with lower renewal commission rates, the Company should realize additional profits on previously issued business as premiums collected will significantly outweigh any renewal commissions paid.

Salaries and Employee Benefits – Salary and employee benefits expense decreased $46,751 for the year ended December 31, 2025. The decrease is primarily related to the reduced costs associated with less full-time employees which was slightly offset by wage increases, and increasing benefits costs consistent with the price increases seen due to inflation pressures over the last year. Alternatively, the Company continues to use more external consultants as opposed to hiring new employees for certain tasks and roles. This decision allows us to save on benefit costs, payroll taxes, other employee overhead expenses, and allows us to pay for their time as needed. This decision has helped to reduce the costs in salaries and employee benefits.

Other Expenses – Third-party administration fees and professional fees continue to be two of the larger contributing expenses to the overall total expenses. The Company anticipates that these fees along with other general and administrative expenses will continue to increase over time due to new sales production, increased growth in the overall book of business, and the continued growth of the Company. The professional fees consist of public accounting firm fees, consulting actuarial fees, and the other external consultants mentioned above in the salaries and employee benefits section. However, as the total amounts incurred will increase over time as we grow, the percentage increases from year to year should hopefully decrease as the Company matures and achieves economies of scale.

Net Loss

The net loss was $557,341, or $(0.03) per share, for the year ended December 31, 2025 compared to a net loss of $716,878, or $(0.04) per share, for the year ended December 31, 2024. The $159,537, or 22%, improvement in the net loss was primarily attributable to the increases in revenues and expenses described above.

The weighted average common shares outstanding and subscribed were 16,125,197 and 16,020,894 for the years ending December 31, 2025 and 2024, respectively.

Financial Position – As of December 31, 2025 and 2024

Total assets of the Company decreased from $33,849,665 as of December 31, 2024 to $31,669,110 as of December 31, 2025, a decrease of $2,180,555 or 6% and was primarily attributable to annuity surrenders which reduced both assets and liabilities. Assets that increased or decreased materially in 2025 were fixed maturity securities, mortgage loans, other long-term investments, cash and cash equivalents, reinsurance recoverable, and deferred acquisition costs.

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Total investments decreased by $4,418,345, or 23%. This decrease was primarily due to maturities and payoffs. Cash and cash equivalents primarily increased due to those maturities and payoffs. All non-operating cash is held in interest bearing cash equivalent accounts.

We continue to diversify the investment portfolio by our allocation strategy which should provide meaningful risk-adjusted increases to net investment income over the upcoming years and maximize total revenues. In addition, we continue to invest our excess cash in higher yielding investments as suitable options become available. As a result, net investment yield remained relatively stable for the year ended December 31, 2025 compared to the year ended December 31, 2024 considering the overall decrease of investable assets.

The Company also recognized an increase in deferred policy acquisition costs as the Company continues to successfully sell more new business. Other assets that materially increased were federal income taxes recoverable on taxes withheld from cash receipts on other long-term investment payments which is included in the other assets line on the consolidated statements of financial position. The federal income taxes recoverable balance is 100% recoverable via tax refunds from the U.S. Government. Amounts recoverable from reinsurers represent the amounts due from our reinsurance partners. This balance continues to grow with the successful production of more and more business and our policy of using reinsurance partners to limit our exposure on any one individual policyholder.

Policyholder liabilities include benefit reserves for both life and annuity policies, claim reserves, deposit funds and advance premiums. Policyholder liabilities decreased $2,025,338 at December 31, 2025 compared to December 31, 2024. The decrease is primarily related to annuity surrenders.

Total shareholder equity of the Company increased from $10,684,336 as of December 31, 2024 to $10,832,581 as of December 31, 2025, an increase of $148,245. The increase is mainly due to the additional capital raised during 2025. That increase was primarily offset by the net loss for the year ended December 31, 2025. There was also a decrease in net unrealized losses in the investment portfolio at December 31, 2025 compared to December 31, 2024 because of interest rate movements in the market and a remeasurement loss on future policy benefits related to discount rate.

Liquidity and Capital Resources

Since inception, our operations have been financed primarily through an organizational offering, four private placement offerings, an intrastate public stock offering, and a rights offering to existing shareholders only. Through December 31, 2025, we received $29,368,545 from the sale of 16,169,740 shares and incurred offering costs of $2,773,213. Since inception through December 31, 2018, the Company purchased 3,000 shares of the Company’s common stock for $15,000 held as treasury stock. Additionally, TRLIC has purchased another 111,000 shares of TRCC common stock at a cost of $118,210 since 2018. The shares were purchased to compensate agents under TRLIC’s Agent Stock Incentive Plan (“ASIP”). The Company has issued 16,080 treasury shares under the ASIP since inception of the plan and another 51,000 treasury shares as part of employment agreements and/or bonuses to employees. The remaining 43,920 shares held by TRLIC and the 3,000 shares held by TRCC total 46,920 shares. These shares are held as treasury shares in the consolidated financial statements.

We had cash and cash equivalents totaling $8,657,535 as of December 31, 2025. The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures interest and non-interest-bearing accounts up to $250,000. Uninsured balances aggregate $3,712,164 as of December 31, 2025. Other funds are invested in mutual funds that invest in U.S. government securities. We monitor the solvency of all financial institutions in which we have funds to minimize the exposure for loss. The Company has not experienced any losses in such accounts.

Capital provided from the previous offerings and current offering will provide a considerable amount of operating funds for current and future operations of TRCC. The operations of TRLIC should provide ample cash flows from premium income and investment income to meet operating requirements once a sufficient book of business has been established, or new policy sales are turned off, whichever happens first. Life insurance contract liabilities are generally long term in nature and are generally paid from future cash flows. The operations of TRLS and AIS should provide sufficient cash flows from commission income to meet their operating requirements. TRLS and AIS are also less capital intensive than TRLIC since it does not retain any of the policy risks or capital requirements.

We believe that our existing cash and cash equivalents will be sufficient to fund our anticipated operating expenses and capital expenditures for at least the next 12 months. We have based this estimate upon assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect. We are not aware of any commitments or unusual events that could materially affect our capital resources. We are not aware of any current recommendations by any regulatory authority which, if implemented, would have a material adverse effect on our liquidity, capital resources or operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

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SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained herein are forward-looking statements. The forward-looking statements are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, and include estimates and assumptions related to economic, competitive and legislative developments. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “estimates,” “will” or words of similar meaning; and include, but are not limited to, statements regarding the outlook of our business and financial performance. These forward-looking statements are subject to change and uncertainty, which are, in many instances, beyond our control and have been made based upon our expectations and beliefs concerning future developments and their potential effect upon us.

There can be no assurance that future developments will be in accordance with our expectations, or that the effect of future developments on us will be as anticipated. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties. There are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements.

These factors include among others:

	●	general economic conditions and financial factors, including the performance and fluctuations of fixed income, equity, real estate, credit capital and other financial markets;

	●	differences between actual experience regarding mortality, morbidity, persistency, surrenders, investment returns, and our pricing assumptions establishing liabilities and reserves or for other purposes;

	●	the effect of increased claims activity from natural or man-made catastrophes, pandemic disease, or other events resulting in catastrophic loss of life;

	●	inherent uncertainties in the determination of investment allowances and impairments and in the determination of the valuation allowance on the deferred income tax asset;

	●	investment losses and defaults;

	●	competition in our product lines;

	●	attraction and retention of qualified employees and agents;

	●	ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks;

	●	the availability, affordability and adequacy of reinsurance protection;

	●	the effects of emerging claim and coverage issues;

	●	the cyclical nature of the insurance business;

	●	interest rate fluctuations;

	●	changes in our experiences related to deferred policy acquisition costs;

	●	the ability and willingness of counterparties to our reinsurance arrangements to pay balances due to us;

	●	rating agencies’ actions;

	●	domestic or international military actions;

	●	the effects of extensive government regulation of the insurance industry;

	●	changes in tax and securities law;

	●	changes in statutory or U.S. generally accepted accounting principles (“GAAP”), practices or policies;

	●	regulatory or legislative changes or developments;

	●	the effects of unanticipated events on our disaster recovery and business continuity planning;

	●	failures or limitations of our computer, data security and administration systems;

	●	risks of employee error or misconduct;

	●	the assimilation of life insurance businesses we acquire and the sound management of these businesses; and

	●	the availability of capital to expand our business.

It is not our corporate policy to make specific projections relating to future earnings, and we do not endorse any projections regarding future performance made by others. In addition, we do not publicly update or revise forward-looking statements based on the outcome of various foreseeable or unforeseeable developments.

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Item 8. Financial Statements

TEXAS REPUBLIC CAPITAL CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Consolidated Financial Statements		Page Number

Report of Independent Registered Public Accounting Firm (PCAOB ID 718)		F-2

Consolidated Statements of Financial Position		F-4

Consolidated Statements of Operations		F-5

Consolidated Statements of Comprehensive Loss		F-6

Consolidated Statements of Changes in Shareholders’ Equity		F-7

Consolidated Statements of Cash Flows		F-8

Notes to Consolidated Financial Statements		F-9

F-1

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Shareholders of Texas Republic Capital Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Texas Republic Capital Corporation and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for the liability for future policy benefits and deferred acquisition costs effective December 31, 2025, with a transition date of January 1, 2024, due to the adoption of Accounting Standard Update No. 2018-12, Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (ASU No. 2018-12).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Amortization of Deferred Policy Acquisition Costs – Refer to Note 1and 6

Critical Audit Matter Description

The Company’s products include traditional life insurance contracts, annuities and universal life products in which certain acquisition costs are capitalized and the expenses are deferred into future periods. Management amortizes the capitalized costs on a constant level basis over the expected life of the contracts. The amortization occurs by grouping contracts and their capitalized costs by issue year and by product cohorts, with the amortization based on projected policy counts inclusive of actuarial projections and assumptions as to the life of the grouped contracts. The unamortized deferred policy acquisition cost asset was $ 5.2 million as of December 31, 2025.

As a result, the audit of this area requires a high degree of judgment due to the complex nature of determining the amortization of these deferred costs.

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How the Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the amortization of the unamortized deferred policy acquisition cost asset included, among others, the following:

	●	We gained an understanding of the processes utilized and controls implemented in grouping contracts and in amortizing the deferred policy acquisition costs.

	●	We tested data utilized by management for completeness and accuracy.

	●	We engaged an independent actuarial specialist to assist with the testing of amortization and the review and evaluation of the assumptions and methodologies used by management in determining the life of the grouped contracts.

Future Policy Benefit Reserves – Refer to Note 1 and 7

Critical Audit Matter Description

Liabilities for amounts payable under the Company’s life insurance products are recorded as future policy benefits liabilities. Such liabilities are established based on actuarial assumptions at the time policies are issued. Management applies considerable judgment in developing the assumptions based on expectations of future economic conditions and policyholder behavior. These assumptions include policyholder mortality, persistency, investment yields and discount rates, among other necessary assumptions. Assumptions are periodically reviewed and updated, if necessary, with the changes in assumptions impacting the resulting liability and earnings of the Company. Further, life contracts are discounted to present value based on the current upper-medium grade fixed income instrument yield which further impacts the resulting liability and overall comprehensive income of the Company. The Company’s future policy benefits liability was $ 2.4 million as of December 31, 2025.

The audit of future policy benefits requires a high degree of auditor judgment when considering the judgment required in determining assumptions and complex models management utilizes.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures related to the liability for future policy benefits included the following procedures, among others:

	●	We gained an understanding of the processes utilized and controls implemented in determining the valuation of future policy benefits.

	●	We tested the underlying data used by management in developing the valuation and the completeness and accuracy of the data.

	●	We obtained assumption information utilized and subsequent experience studies.

	●	We engaged an independent actuarial specialist to evaluate the assumptions and methodologies for reasonableness, to develop an independent estimate of future policy benefits on a sample basis and to evaluate and review management’s development of experience studies.

We have served as the Company’s auditor since 2012.

/s/ Kerber, Eck & Braeckel LLP

Springfield, Illinois

March 31, 2026

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Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Financial Position

	December 31, 2025			December 31, 2024
Assets				(Restated)
Available-for-sale fixed maturity securities at fair value (Amortized cost: $4,315,636 and $5,488,966 as of December 31, 2025 and 2025, respectively)	$	4,183,017		$	5,190,902
Mortgage loans, net of allowance		8,857,541			12,036,730
Investment real estate		305,682			-
Policy loans		6,798			7,327
Other long-term investments		1,131,333			1,667,757
Total investments		14,484,371			18,902,716
Cash and cash equivalents		8,657,535			6,649,797
Accrued investment income		143,403			148,157
Due premium		72,468			81,955
Reinsurance recoverable		1,038,232			1,336,260
Deferred policy acquisition costs		5,235,807			4,552,747
Deferred sales inducement costs		15,959			53,773
Advances and notes receivable, net of allowance		77,083			25,174
Leased property – right to use		167,296			254,581
Prepaid assets		41,709			46,357
Intangible assets, net of accumulated amortization		147,508			196,678
Furniture and equipment, net		12,980			16,290
Other assets		1,574,759			1,585,180
Total assets	$	31,669,110		$	33,849,665

Liabilities and Shareholders’ Equity
Policy liabilities
Policyholders’ account balances	$	16,640,404		$	19,296,073
Future policy benefits		2,423,308			1,863,742
Policy claims and other benefits		662,198			932,284
Liability for deposit-type contracts		131,895			195,039
Other policyholder liabilities		461,202			57,207
Total policy liabilities		20,319,007			22,344,345
Lease liability		167,296			254,581
Other liabilities		350,226			566,403
Total liabilities		20,836,529			23,165,329

Shareholders’ equity
Common stock, par value $.01 per share, 25,000,000 shares authorized,15,600,539 issued as of December 31, 2025 and 2024, 15,553,619 outstanding as of December 31, 2025 and 2024, and 616,121 and 531,392 subscribed as of December 31, 2025 and December 31, 2024, respectively		162,167			161,319
Additional paid-in capital		26,433,165			25,802,694
Treasury stock, at cost (46,920 shares as of December 31, 2025 and 2024)		(47,720	)		(47,720	)
Accumulated other comprehensive loss		(92,421	)		(166,688	)
Accumulated deficit		(15,622,610	)		(15,065,269	)
Total shareholders’ equity		10,832,581			10,684,336
Total liabilities and shareholders’ equity	$	31,669,110		$	33,849,665

See notes to consolidated financial statements.

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Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Operations

	Years Ended December 31,
	2025			2024
Revenues				(Restated)
Premiums and other considerations	$	5,144,327		$	4,348,428
Net investment income		1,254,928			1,862,039
Net realized losses on investments		(13,346	)		-
Commission income		191,047			176,530
Total revenues		6,576,956			6,386,997
Benefits, claims and expenses
Increase in future policy benefits		480,986			341,177
Death and other benefits		754,730			673,874
Interest credited to policyholders		679,116			918,555
Total benefits and claims		1,914,832			1,933,606
Policy acquisition costs deferred		(1,576,137	)		(2,332,262	)
Policy acquisition costs amortized		893,077			1,159,960
Commissions		2,234,732			2,854,532
Salaries and employee benefits		2,066,954			2,113,705
Office rent		99,241			97,672
Third-party administration fees		300,463			149,819
Travel, meals, and entertainment		54,463			66,732
Professional fees		470,132			494,478
Other general and administrative expenses		676,540			565,633
Total benefits, claims and expenses		7,134,297			7,103,875
Net loss	$	(557,341	)	$	(716,878	)

Net loss per common share outstanding and subscribed	$	(0.03	)	$	(0.04	)

See notes to consolidated financial statements.

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Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Comprehensive Loss

	Years Ended December 31,
	2025			2024
				(Restated)
Net loss	$	(557,341	)	$	(716,878	)
Other comprehensive income
Total net unrealized gains (losses) arising during the period		152,099			(10,793	)
Plus net realized investment losses		13,346			-
Net unrealized investment gains (losses)		165,445			(10,793	)
Remeasurement gains (losses) on future policy benefits related to discount rate		(91,178	)		131,376
Total other comprehensive income		74,267			120,583
Total comprehensive loss	$	(483,074	)	$	(596,295	)

See notes to consolidated financial statements.

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Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

Years Ended December 31, 2025 and 2024

	Common Stock $.01 Par Value		Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated \|Deficit			Total Shareholders’ Equity
Balance as of January 1, 2024	$	159,598	$	24,519,315	$	(47,720	)	$	(287,271	)	$	(14,348,391	)	$	9,995,531
Common stock shares subscribed, net of issuance costs		1,721		1,283,379		-			-			-			1,285,100
Other comprehensive income		-		-		-			120,583			-			120,583	)
Net loss		-		-		-			-			(716,878	)		(716,878	)
Balance as of December 31, 2024 (Restated)	$	161,319	$	25,802,694	$	(47,720	)	$	(166,688	)	$	(15,065,269	)	$	10,684,336

Common stock shares subscribed, net of issuance costs		848		630,471		-			-			-			631,319
Other comprehensive income		-		-		-			74,267			-			74,267
Net loss		-		-		-			-			(557,341	)		(557,341	)
Balance as of December 31, 2025	$	162,167	$	26,433,165	$	(47,720	)	$	(92,421	)	$	(15,622,610	)	$	10,832,581

See notes to consolidated financial statements.

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Texas Republic Capital Corporation and Subsidiaries

Consolidated Statements of Cash Flows

	Years Ended December 31,
	2025			2024
Operating activities				(Restated)
Net loss	$	(557,341	)	$	(716,878	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net accretion of discount and amortization of premium on investments		(117,862	)		(191,474	)
Net realized capital losses		13,346			-
Provision for depreciation and amortization		55,024			56,174
Policy acquisition costs deferred		(1,576,137	)		(2,332,262	)
Policy acquisition costs amortized		893,077			1,159,960
Mortgage loan origination fees deferred		(6,708	)		-
Amortization of mortgage loan origination fees		37,658			20,601
Provision for estimated mortgage loan losses		(15,820	)		(15,001	)
Provision for estimated uncollectible advances and notes receivable		-			(7,649	)
Interest credited to policyholders		679,116			918,555
Change in assets and liabilities:
Accrued investment income		4,754			44,878
Due premium		9,487			(60,741	)
Reinsurance recoverable		298,028			(464,570	)
Advances and notes receivable		(51,909	)		218,157
Prepaid assets		4,648			(3,736	)
Other assets		10,421			3,994
Future policy benefits		336,343			735,120
Policy claims		(270,086	)		(82,667	)
Other policy liabilities		403,995			29,070
Other liabilities		(216,177	)		43,014
Net cash used in operating activities		(66,143	)		(645,455	)

Investing activities
Purchases of furniture and equipment		(2,544	)		(3,786	)
Sales of available for sale securities		1,154,583			380,845
Purchases of mortgage loans		(670,800	)		-
Payments on mortgage loans		3,550,729			3,021,268
Policy loans		529			7,689
Payments on other long-term investments		638,135			1,384,831
Net cash provided by investing activities		4,670,632			4,790,847

Financing activities
Proceeds from the subscription and issuance of common stock		631,319			1,285,100
Policyholder deposits		4,087,923			3,534,640
Policyholder withdrawals		(7,252,849	)		(14,163,862	)
Deposit-type contracts - deposits		599			24,546
Deposit-type contracts - withdrawals		(63,743	)		(55,182	)
Net cash used in financing activities		(2,596,751	)		(9,374,758	)

Increase (decrease) in cash and cash equivalents		2,007,738			(5,229,366	)
Cash and cash equivalents, beginning of period		6,649,797			11,879,163
Cash and cash equivalents, end of period	$	8,657,535		$	6,649,797

Supplemental disclosure of non-cash investing activities
Reductions in mortgage loans due to foreclosure	$	305,682		$	-
Investment real estate acquired through foreclosure		(305,682	)		-

See notes to consolidated financial statements.

F-8

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies

Nature of Operations

The Texas Department of Insurance approved TRLIC’s life insurance charter on August 1, 2016. The Company capitalized TRLIC with $3,000,000 and owns 100% of TRLIC. TRLIC began insurance operations on April 3, 2017 and is currently selling life and annuity products in the state of Texas. In 2018, the Company made additional capital contributions totaling $2,750,000 for the entire year. In 2019, the Company made two more capital contributions to TRLIC. The first contribution consisted of mortgage loans valued at $857,133 and the second one was a $1,300,000 cash contribution. In 2021 and 2022, the Company made additional total capital contributions of $2,100,000 and $2,100,000, respectively. In 2023, the Company made $1,750,000 in total capital contributions. Total capitalization of TRLIC was $13,857,133 at December 31, 2025.

TRLS, a life and health insurance agency, was incorporated February 1, 2017. The Company capitalized TRLS with $50,000 and owns 100% of TRLS. In 2018 and 2020, the Company made additional capital contributions of $100,000 and $200,000, respectively. In 2021 and 2022, the Company made additional total capital contributions of $50,000 and $150,000, respectively. Total capitalization of TRLS was $550,000 at December 31, 2025.

AIS, a property & casualty insurance agency, was formed on April 6, 2021. The Company capitalized AIS with $25,000 and owns 100% of AIS.

From incorporation through April 2, 2017, the Company was involved in the sale of common stock to provide working capital. During this time, the Company completed an organizational offering, three private placement stock offerings and an intrastate public stock offering in the state of Texas. The Company raised $10,336,500 and incurred $1,215,569 of offering costs through the issuance of 12,865,000 shares from the organizational offering and three private placement offerings. The intrastate public stock offering was registered to raise $25,000,000 by offering 5,000,000 shares of its common stock and ended on April 2, 2017. Through this offering the Company raised an additional $10,010,485 and incurred another $1,444,127 of offering costs through the sale of 2,002,097 shares of common stock. On May 31, 2022, the Company began a rights offering to existing shareholders only. The rights offering ended on September 30, 2022. Through this rights offering, the Company raised $4,400,652 and incurred $77,615 of offering costs through the sale of 733,442 shares of its common stock.

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

F-9

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies (continued)

Reclassifications

Certain reclassifications have been made in the prior year financial statements to conform to current year classifications. These reclassifications had no effect on the previously reported net loss or shareholders’ equity.

Investments

Fixed maturity securities are comprised of bonds that are classified as available-for-sale and are carried at fair value net of any necessary valuation allowance for credit losses with unrealized gains and losses, net of applicable income taxes, reported in accumulated other comprehensive income (loss). The amortized cost of fixed maturity securities available-for-sale is generally adjusted for amortization of premium and accretion of discount. Interest income, as well as the related amortization of premium and accretion of discount, is included in net investment income under the effective yield method.

The Company monitors all fixed maturity securities on an on-going basis relative to changes in credit ratings, market prices, earnings trends and financial performance, in addition to specific region or industry reviews. The Company evaluates whether a credit loss exists for fixed maturity securities by considering primarily the following factors: (a) changes in the financial condition of the security's underlying collateral; (b) whether the issuer is current on contractually obligated interest and principal payments; (c) changes in the financial condition, credit rating and near-term prospects of the issuer; and (d) the payment structure of the security. The Company's best estimate of expected future cash flows used to determine the credit loss amount is a quantitative and qualitative process. Quantitative review includes information received from third-party sources such as financial statements, pricing and rating changes, liquidity and other statistical information. Qualitative factors include judgments related to business strategies, economic impacts on the issuer, overall judgment related to estimates and industry factors as well as the Company's intent to sell the security, or if it is more likely than not that the Company would be required to sell a security before recovery of its amortized cost.

Purchases and sales of securities are recorded on a trade-date basis. Interest earned on investments is recorded on the accrual basis and is included in net investment income.

The Company’s mortgage loan portfolio is carried at unpaid balances, net of unamortized premium or discounts. This measurement of mortgage loans on an amortized cost basis is reduced by an allowance for credit losses representing a valuation allowance that is deducted from the amortized costs basis of mortgage loans to present the net carrying value at the amount expected to be collected. Interest income and the amortization of premiums or discounts are included in net investment income.

The statement of operations reflects the measurement of credit losses for newly recognized mortgage loans as well as the expected increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported mortgage loan balances. The Company uses judgment in determining the relevant information and estimation methods that are appropriate in establishing the valuation allowance for credit losses. The allowance for credit losses for mortgage loans with a more-than-insignificant amount of credit determination since origination is determined and the initial allowance for credit losses should be added to the purchase price of mortgage loans rather than being reported as a credit loss expenses.

Real estate held for sale is carried at cost. Investment real estate obtained through foreclosure on mortgage loans on real estate is carried at the lower of acquisition cost or net realizable value.

Policy loans are carried at unpaid principal balances. Interest income on policy loans is recognized in net investment income at the contract interest rate when earned.

The Company’s other long-term investments are comprised of lottery prize cash flows holdings held at amortized cost. Payments on these investments are made by state run lotteries. Since state run lotteries are unlikely to default even in the most dire economic situations, no allowance for credit losses are necessary. Interest income and the accretion of discount are included in net investment income.

F-10

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and money market instruments.

Deferred Policy Acquisition Costs

For the years ended December 31, 2025 and 2024, capitalized costs were $1,576,137 and $2,332,262, respectively. Amortization of deferred policy acquisition costs for the years ended December 31, 2025 and 2024 were $893,077 and 1,159,960, respectively.

Deferred Sales Inducement Costs

Sales inducement costs (“SIC”) are related to policy bonuses issued on some of the Company’s annuity products. SIC is deferred at the issuance of the policy and amortized over the bonus period on a straight-line basis. The amount deferred is based on the difference between the fund value with the bonus and the fund value without the bonus. There was $15,959 and $53,773 of SIC deferred at December 31, 2025 and 2024, respectively. For the twelve months ended December 31, 2025 there was $0 of SIC deferred and $37,814 of SIC amortized. There was $0 of SIC deferred and $161,112 of SIC amortized during the twelve months ended December 31, 2024.

Advances and Notes Receivable

Advances and notes receivable are recorded at unpaid principal balances. Management evaluates the collectability of advances and notes receivable on the specific identification basis. Management had no allowance for possible uncollectable agent balances as of December 31, 2025 and 2024.

Leased Property – Right to Use Asset

In February 2016, the FASB issued ASU 2016-02, Lease Accounting (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, a lessee is required to recognize assets and liabilities for leases with lease terms of more than twelve months. The Company’s home office lease had an original term greater than one year, and the Company recognizes on the balance sheet a right of use (“ROU”) operating lease asset and a lease liability, initially measured at the present value of the lease payments. Lease costs are recognized in the income statement over the lease term on a straight-line basis. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The Company has a lease asset and liability of $167,296 and $254,581 as of December 31, 2024 and 2023, respectively.

Intangible assets

Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s computer software costs during the application development stage. The software costs placed in service are amortized using the straight-line method over the seven-year estimated useful life of the software. The asset is tested for impairment at least annually. Subsequent modifications or upgrades to internal-use software are capitalized only to the extent that additional functionality is provided.

F-11

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies (continued)

Furniture and Equipment

Furniture and equipment are carried at cost less accumulated depreciation or amortization. Office furniture, equipment and EDP equipment are recorded at cost or fair value at acquisition less accumulated depreciation or amortization using the straight-line method over a period that approximates the estimated useful life of the respective assets of three to seven years. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization is removed from the related accounts, and the resulting gain or loss, if any, is reflected in income.

Policyholders’ Account Balances

Future Policy Benefits

Common Stock

Common stock is fully paid, non-assessable and has a par value of $.01 per share.

Treasury Stock

Treasury stock, representing shares of the Company’s common stock that have been reacquired after having been issued and fully paid, are recorded at cost.

Federal Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for cumulative temporary differences between balances of assets and liabilities determined under GAAP and balances determined using tax bases.

F-12

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies (continued)

Revenue Recognition

Premiums for traditional life insurance products, which include those products with fixed and guaranteed premiums and benefits consist principally of whole life insurance policies. Limited payment life insurance policies defer gross premiums received in excess of net premiums, which is then recognized in income in a constant relationship with insurance in-force. For universal life and annuities, generally there is no requirement for payment of premium other than to maintain account values at a level sufficient to pay mortality and expense charges. Consequently, policy receipts for universal life policies and annuities are not reported as revenue, but as deposits. Policy premium revenue for universal life policies and investment products consists of charges for the cost of insurance and policy administration fees assessed during the period.

Net Loss Per Common Share Outstanding and Subscribed

Net income or loss per common share is calculated using the weighted average number of common shares outstanding and subscribed during the year. The weighted average common shares outstanding and subscribed were 16,125,197 and 16,020,894 for the years ending December 31, 2025 and 2024, respectively.

Related Party Transactions

The Company entered into an agreement with First Trinity Financial Corporation (FTFC) where FTFC will use its resources to source mortgage loans on real estate and lottery bonds. FTFC will present to the Company investments based on criteria the Company has established. The Company has the option to purchase the presented investment assets directly from the seller or to decline the purchase based on the Company’s analysis of the investment. The Chairman of the Company is also the Chairman, President, and Chief Executive Officer of FTFC. The Company paid fees for this service to FTFC of $6,708 and $0 under the agreement for the years ending December 31, 2025 and 2024, respectively.

The Company entered into a coinsurance reinsurance agreement with Family Benefit Life Insurance Company (FBLIC), which is a subsidiary of FTFC. The Company will cede a portion of new business from our TrueFlex product related to specific groups to FBLIC as mutually agreed upon in advance. This new agreement became effective on January 1, 2022, and as of December 31, 2025 there have been six groups covered under this agreement. For the year ended December 31, 2025, there were $1,664,413 of premiums ceded and $1,651,843 of commissions, death and other benefits, administrative expenses, change in deferred policy acquisition costs amortized and changes in future policy benefits ceded. For the year ended December 31, 2024, there were $1,506,722 of premiums ceded and $2,090,467 of commissions, death and other benefits, administrative expenses, change in deferred policy acquisition costs amortized and changes in future policy benefits ceded. In addition, there was a reduction to deferred policy acquisition costs and a reinsurance recoverable of $1,698,156 and $420,670, respectively, on the consolidated statements of financial position at December 31, 2025 compared to $1,343,182 and $517,400 at December 31, 2024.

Subsequent Events

Management has evaluated subsequent events for recognition and disclosure in the financial statements through the date the financial statements were available to be issued. The Company did not identify any subsequent events requiring recognition or disclosure.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-12 Financial Services-Insurance (Topic 944) - Targeted Improvements to the Accounting for Long-Duration Contracts. The Company adopted ASU 2018-12 on a modified retrospective basis such that adjustments were made to confirm to ASU 2018-12 effective January 1, 2024.

Adoption of the standard impacted our previously reported consolidated financial results as follows:

As of December 31, 2024	As previously reported			Adoption of new standard			Post adoption
Consolidated Statements of Financial Position
Deferred policy acquisition costs		4,514,562			38,185			4,552,747
Total assets		33,811,480			38,185			33,849,665
Future policy benefits		2,072,201			(208,459	)		1,863,742
Total liabilities		23,373,788			(208,459	)		23,165,329
Accumulated other comprehensive loss		(298,064	)		131,376			(166,688	)
Accumulated deficit		(15,180,537	)		115,268			(15,065,269	)
Total stockholders’ equity		10,437,692			246,644			10,684,336

F-13

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies (continued)

Year Ended December 31, 2024	As previously reported			Adoption of new standard			Post adoption
Consolidated Statements of Operations
Increase in future policy benefits	$	418,260		$	(77,083	)	$	341,177
Policy acquisition costs amortized		1,198,145			(38,185	)		1,159,960
Total benefits, claims and expenses		7,219,143			(115,268	)		7,103,875
Net loss		(832,146	)		115,268			(716,878	)
Net loss per common share outstanding and subscribed		(0.05	)		0.01			(0.04	)

Year Ended December 31, 2024	As previously reported			Adoption of new standard		Post adoption
Consolidated Statements of Comprehensive Loss
Net loss	$	(832,146	)	$	115,268	$	(716,878	)
Remeasurement gains on future policy benefits related to discount rate		-			131,376		131,376
Total other comprehensive income (loss)		(10,793	)		131,376		120,583
Total comprehensive loss		(842,939	)		246,644		(596,295	)

Recently Issued Accounting Pronouncements

Expense Disaggregation Disclosures

In November 2024, the FASB issued amendments (Accounting Standards Update 2024-03) to disclose more granular information about costs of sales and general and administrative expenses including employee compensation to improve the disclosure about a public enterprise’s expenses by providing more detailed information about the types of expenses commonly presented in expense captions such as costs of sales and general and administrative expenses.

The amendments in this Update require disclosing, in the notes to the financial statements, the following specified information about costs and expenses included in general captions on the face of the financial statements at each interim and annual reporting period of the entity: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization and (e) depreciation, depletion and amortization recognized as part of oil and gas producing activities or other amounts of depletion expenses.

An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. In addition, the amendments in this Update do not change or remove current expense disclosure requirements including those of specialized industries.

The amendments to this Update are effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company anticipates adopting and disclosing the information required by this Update for year-end reporting in 2027 and interim reporting beginning in first quarter 2028.

In January 2025, the FASB issued Accounting Standards Update 2025-01 that amended Accounting Standards Update 2024-03 to clarify the effective date of the original pronouncement regarding Expense Disaggregation Disclosures. The FASB’s intent in Accounting Standards Update 2024-03 was that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The FASB acknowledges, however, that there was ambiguity that only potentially affected non-calendar year-end entities when Accounting Standards Update 2024-03 was issued.

F-14

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

1. Organization and Significant Accounting Policies (continued)

The amendment in this pronouncement amends the effective date of Accounting Standards Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Accounting Standards Update 2024-03 is permitted. This amendment does not impact the Company.

2. Investments

Fixed Maturity Securities Available-For-Sale

Investments in fixed maturity securities available-for-sale as of December 31, 2025 and 2024 are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2025	Cost		Gains		Losses		Value
Fixed maturity securities
Corporate bonds	$	4,315,636	$	14,164	$	146,783	$	4,183,017
Total fixed maturity securities	$	4,315,636	$	14,164	$	146,783	$	4,183,017

			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
December 31, 2024	Cost		Gains		Losses		Value
Fixed maturity securities
Corporate bonds	$	5,488,966	$	4,299	$	302,363	$	5,190,902
Total fixed maturity securities	$	5,488,966	$	4,299	$	302,363	$	5,190,902

For securities in an unrealized loss position as of the financial statement dates, the estimated fair value, pre-tax gross unrealized loss and number of securities by length of time that those securities have been continuously in an unrealized loss position as of December 31, 2025 and 2024 are summarized as follows:

			Unrealized		Number of
December 31, 2025	Fair Value		Loss		Securities
Fixed maturity securities
Less than 12 months
Corporate bonds	$	201,924	$	933		1

Greater than 12 months
Corporate bonds		2,434,870		145,850		18
Total fixed maturity securities	$	2,636,794	$	146,783		19

			Unrealized		Number of
December 31, 2024	Fair Value		Loss		Securities
Fixed maturity securities
Less than 12 months
Corporate bonds	$	1,151,503	$	34,531		8

Greater than 12 months
Corporate bonds		3,934,517		267,832		33
Total fixed maturity securities	$	5,086,020	$	302,363		41

F-15

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

2. Investments (continued)

As of December 31, 2025, the fixed maturity securities in a loss position had an average fair value to amortized cost ratio of 94.7%. As of December 31, 2024, the fixed maturity securities in a loss position had an average fair value to amortized cost ratio of 94.4%.

As of December 31, 2025 and 2024, there was no and one fixed maturity securities that were below investment grade as rated by taking the median of Fitch’s, Moody’s, and Standard and Poor’s ratings, respectively.

As of December 31, 2025 and 2024, the Company determined that no allowances for credit losses were necessary for the fixed maturity securities based on the current holdings, the respective economic factors, and the Company's historical experience.

The unrealized depreciation shown herein are primarily the result of the current interest rate environment rather than credit factors.

Net unrealized losses included in accumulated other comprehensive loss for investments classified as available-for-sale are summarized as follows:

	December 31, 2025			December 31, 2024
Unrealized appreciation (depreciation) on available-for-sale securities	$	(132,619	)	$	(298,064	)
Net unrealized appreciation (depreciation) on available-for-sale securities	$	(132,619	)	$	(298,064	)

The amortized cost and fair value of fixed maturity available-for-sale securities as of December 31, 2025, by contractual maturity, are summarized as follows:

	Amortized Cost		Fair Value
Due in one year or less	$	837,708	$	838,702
Due after one year through five years		1,651,733		1,654,457
Due after five years through ten years		474,883		452,959
Due after ten years		1,351,312		1,236,899
Total fixed maturity securities	$	4,315,636	$	4,183,017

F-16

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

2. Investments (continued)

For the year ended December 31, 2025, the Company received $1,154,583 of proceeds from sales and maturities of investments in available-for-sale securities and had $0 gross gains and $13,346 gross losses realized, respectively. For the year ended December 31, 2024, the Company received $380,845 of proceeds from sales and maturities of investments in available-for-sale securities and did not have any gross gains and gross losses realized, respectively.

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The amortized cost and fair value of other long-term investments (which consists of lottery prize cash flows) as of December 31, 2025, by contractual maturity, are summarized as follows:

	Amortized Cost		Fair Value
Due in one year or less	$	490,089	$	495,737
Due after one year through five years		598,230		610,077
Due after five years through ten years		43,014		46,111
Total other long-term investments	$	1,131,333	$	1,151,925

Other long-term investments by geographic distribution:

	December 31, 2025		%			December 31, 2024		%
California	$	151,151		13.3	%	$	222,946		13.4	%
Florida		152,662		13.5			172,147		10.3
Georgia		56,322		5.0			80,877		4.9
Indiana		28,234		2.5			36,582		2.2
Massachusetts		510,547		45.1			739,269		44.3
New York		64,564		5.7			171,806		10.3
Ohio		39,321		3.5			69,288		4.1
Oregon		24,655		2.2			47,863		2.9
Pennsylvania		103,877		9.2			126,979		7.6
Total	$	1,131,333		100.0	%	$	1,667,757		100.0	%

Mortgage Loans on Real Estate

The Company utilizes the ratio of the carrying value of individual mortgage loans compared to the individual appraisal value to evaluate the credit quality of its mortgage loans on real estate (commonly referred to as the loan-to-value ratio). Currently, all of the Company’s mortgage loans are loans on residential properties. The Company’s mortgage loans on real estate by credit quality using this ratio as of December 31, 2025 and 2024 are summarized as follows:

Loan-to-value ratio	December 31, 2025		December 31, 2024
80% to 90%	$	-	$	415,469
70% to 80%		1,904,460		3,067,864
60% to 70%		3,318,453		4,781,520
50% to 60%		1,897,324		1,803,956
Less than 50%		1,737,304		1,967,921
Total	$	8,857,541	$	12,036,730

F-17

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

2. Investments (continued)

Mortgage loans by geographic distribution:

State	December 31, 2025		%			December 31, 2024		%
Alabama	$	1,084,493		12.2	%	$	1,085,886		9.0	%
Arizona		129,750		1.5			130,769		1.1
California		314,445		3.5			337,378		2.8
Florida		920,063		10.4			1,343,833		11.2
Georgia		242,161		2.7			246,738		2.1
Illinois		168,262		1.9			266,637		2.2
Indiana		203,797		2.3			621,855		5.2
Kentucky		686,690		7.7			702,819		5.8
Louisiana		79,713		0.9			376,698		3.1
Missouri		245,317		2.8			1,535,057		12.8
New Jersey		191,490		2.2			193,268		1.6
Ohio		386,314		4.4			165,719		1.4
Pennsylvania		-		-			109,450		0.9
South Carolina		258,239		2.9			321,322		2.7
Tennessee		1,407,054		15.9			1,607,106		13.3
Texas		2,539,753		28.7			2,937,172		24.4
Wisconsin		-		-			55,023		0.4
Total	$	8,857,541		100.0	%	$	12,036,730		100.0	%

There was one mortgage loan with a principal balance of $206,076 that was 90 days or more past due and still accruing interest as of December 31, 2025. There was one mortgage loan with a principal balance of $305,848 that was 90 days or more past due and still accruing interest as of December 31, 2024. The Company had a mortgage loan allowance of $43,842 and $59,662 as of December 31, 2025 and 2024, respectively.

	December 31, 2025			December 31, 2024
Beginning of year: mortgage loan allowance balance	$	59,662		$	74,663
Current year change in provision of estimated mortgage loan losses		(15,820	)		(15,001	)
End of year: mortgage loan allowance balance	$	43,842		$	59,662

Investment real estate

During 2025, the Company foreclosed on one residential mortgage loan of real estate totaling $305,682 and transferred that property to investment real estate held for sale. The Company did not have any foreclosures during 2024.

Major categories of net investment income for the years ended December 31, 2025 and 2024 are summarized as follows:

	For the Years Ended December 31,
	2025			2024

Fixed maturity securities	$	220,350		$	243,366
Other long-term assets		101,007			179,565
Mortgage loans		836,474			1,045,182
Short-term and other investments		165,839			442,701
Gross investment income		1,323,670			1,910,814
Investment expenses		(68,742	)		(48,775	)
Net investment income	$	1,254,928		$	1,862,039

F-18

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

3. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) on the measurement date. The Company also considers the impact on fair value of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity.

The Company holds fixed maturity securities that are measured and reported at fair market value on the statement of financial position. The Company determines the fair market values of its financial instruments based on the fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities. The Company has no Level 1 assets that would include securities traded in an active exchange market.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s Level 2 assets and liabilities include fixed maturity securities with quoted prices that are traded less frequently than exchange-traded instruments or assets and liabilities whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities and corporate debt securities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes investments where independent pricing information was not able to be obtained for a significant portion of the underlying assets.

The Company has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into the three-level fair value hierarchy. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the valuation inputs, or their ability to be observed, may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting the levels of the fair value hierarchy are reported as transfers in and out of the specific level category as of the beginning of the period in which the reclassifications occur.

The Company’s fair value hierarchy for those financial instruments measured at fair value on a recurring basis as of December 31, 2025 and 2024 are summarized as follows:

December 31, 2025	Level 1		Level 2		Level 3		Total
Fixed maturity securities, available-for-sale
Corporate bonds	$	-	$	4,183,017	$	-	$	4,183,017
Total fixed maturity securities	$	-	$	4,183,017	$	-	$	4,183,017

December 31, 2024	Level 1		Level 2		Level 3		Total
Fixed maturity securities, available-for-sale
Corporate bonds	$	-	$	5,190,902	$	-	$	5,190,902
Total fixed maturity securities	$	-	$	5,190,902	$	-	$	5,190,902

Fair values for Level 2 assets for the Company’s fixed maturity securities available-for-sale are primarily based on prices supplied by a third-party investment service. The third-party investment service provides quoted prices which use observable inputs in developing such rates.

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Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

3. Fair Value Measurements (continued)

The Company analyzes market valuations received to verify reasonableness and to understand the key assumptions used and the sources. Since the fixed maturity securities owned by the Company do not trade on a daily basis, the third-party investment service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings, and matrix pricing. As the fair value estimates of the Company’s fixed maturity securities are based on observable market information rather than market quotes, the estimates of fair value on these fixed maturity securities are included in Level 2 of the hierarchy. The Company’s Level 2 investments include corporate bonds.

The Company’s fixed maturity securities available-for-sale portfolio is highly liquid and allows for substantially all of the portfolio to be priced through pricing services.

Fair Value of Financial Instruments

The carrying amount and fair value of the Company’s financial assets and liabilities disclosed, but not carried, at fair value as of December 31, 2025 and 2024 and the level within the fair value hierarchy at which such assets and liabilities are measured on a recurring basis are summarized as follows:

Financial Instruments Disclosed, But Not Carried, at Fair Value:

	December 31, 2025
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	8,657,535	$	8,657,535	$	8,657,535	$	-	$	-
Mortgage loans on real estate		8,857,541		8,163,641		-		-		8,163,641
Policy loans		6,798		6,798		-		-		6,798
Other long-term investments		1,131,333		1,151,925		-		-		1,151,925
Accrued investment income		143,403		143,403		-		-		143,403
Advances and notes receivable		77,083		77,083		-		-		77,083
Total financial assets	$	18,873,693	$	18,200,385	$	8,657,535	$	-	$	9,542,850

Financial liabilities
Policyholders’ account balances	$	16,640,404	$	14,315,453	$	-	$	-	$	14,315,453
Policy claims and other benefits		662,198		662,198		-		-		662,198
Total financial liabilities	$	17,302,602	$	14,977,651	$	-	$	-	$	14,977,651

	December 31, 2024
	Carrying		Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets
Cash and cash equivalents	$	6,649,797	$	6,649,797	$	6,649,797	$	-	$	-
Mortgage loans on real estate		12,036,730		10,830,565		-		-		10,830,565
Policy loans		7,327		7,327		-		-		7,327
Other long-term investments		1,667,757		1,713,811		-		-		1,713,811
Accrued investment income		148,157		148,157		-		-		148,157
Advances and notes receivable		25,174		25,174		-		-		25,174
Total financial assets	$	20,534,942	$	19,374,831	$	6,649,797	$	-	$	12,725,034

Financial liabilities
Policyholders’ account balances	$	19,296,073	$	10,433,416	$	-	$	-	$	10,433,416
Policy claims and other benefits		932,284		932,284		-		-		932,284
Total financial liabilities	$	20,228,357	$	11,365,700	$	-	$	-	$	11,365,700

F-20

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

3. Fair Value Measurements (continued)

The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment was required to interpret market data to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.

The following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying financial statements and notes thereto:

Fixed Maturity Securities

The fair value of fixed maturity securities is based on the principles previously discussed as Level 1, Level 2 and Level 3.

Cash and Cash Equivalents, Policy loans, Accrued Investment Income and Advances and Notes Receivable

The carrying value of these financial instruments approximates their fair values due to the expected short-term nature until the cash settlement of these items. Cash and cash equivalents are included in Level 1 of the fair value hierarchy due to their highly liquid nature. Policy loans, accrued investment income, and advances and notes receivable are included in Level 3 of the fair value hierarchy due to little or no availability of market activity for these types of assets.

Mortgage loans on Real Estate

The Company’s mortgage loan portfolio is comprised of residential properties with loan to appraised value ratios at or below 90%. The fair values for mortgage loans are estimated using discounted cash flow analyses. For residential mortgage loans, the discount rate used was indexed to the SOFR yield curve adjusted for an appropriate credit spread.

Other Long-Term Investments

Other long-term investments are comprised of lottery prize receivables and fair value is derived by using a discounted cash flow approach. Projected cash flows are discounted using the average FTSE Pension Liability Index in effect at the end of each period.

Policyholders’ Account Balances

The fair value for liabilities under investment-type insurance contracts (accumulation annuities) is calculated using a discounted cash flow approach. Cash flows are projected using actuarial assumptions and discounted to the valuation date using risk-free rates adjusted for credit risk and the nonperformance risk of the liabilities.

The fair values for insurance contracts other than investment-type contracts are not required to be disclosed.

Policy Claims and other benefits

The carrying amounts reported for these liabilities approximate their fair value.

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Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

4. Intangible Assets

The Company capitalized certain costs relating to internally developed software.

Intangible assets as of December 31, 2025 and 2024 is summarized as follows:

	December 31, 2025			December 31, 2024
Software	$	341,256		$	341,256
Total Intangible assets		341,256			341,256
Less - accumulated amortization		(193,748	)		(144,578	)
Intangible assets net of accumulated amortization	$	147,508		$	196,678

5. Property and Equipment

Property and equipment as of December 31, 2025 and 2024 is summarized as follows:

	December 31, 2025			December 31, 2024
Total property and equipment	$	97,781		$	95,237
Less - accumulated depreciation		(84,801	)		(78,947	)
Property and equipment net of accumulated depreciation	$	12,980		$	16,290

6. Deferred Policy Acquisition Costs

Incremental direct costs of insurance contract acquisition as well as certain costs that vary with and are directly related to acquisition activities (underwriting, policy issuance and processing, medical and inspection and sales force contract selling) for the successful acquisition of new and renewal insurance policies, universal life, and annuity contracts are capitalized in the period they are incurred. Maintenance costs and acquisition costs that are not deferrable are charged to operating expenses as incurred.

For our long-duration insurance products, universal life, and annuity contracts, deferred policy acquisition costs are amortized on a constant level basis over the expected life of the contracts using groupings and assumptions consistent with those used in computing policyholder liabilities. For each of our long-duration insurance products, the Company selects the number of policies inforce measure as a basis for amortization that will result in a constant level amortization pattern for the expected life of the contract. If the Company’s actual contract terminations differ from our expectation, the amortization pattern is adjusted on a prospective basis.

Some of the Company’s products have renewal commissions resulting in new deferred policy acquisition cost capitalizations in the years following the initial capitalization. The new capitalizations are added to the existing deferred policy acquisition cost balance when incurred and amortized over the remaining life of the insurance products impacted.

The Company reviews and updates actuarial experience assumptions (such as mortality, surrenders, lapse, and premium persistency) serving as inputs to the models that establish the expected life for deferred policy acquisition costs and other actuarial balances during the third quarter of each year, or more frequently if evidence suggests assumptions should be revised. The Company makes model refinements as necessary, and any changes resulting from these assumption updates are applied prospectively.

The disaggregated amounts of net deferred policy acquisition costs (amount capitalized less amount amortized) allocated to the Company’s life and annuity lines of business that reconcile to the total amounts reported in the consolidated statements of operations for the years ended December 31, 2025 and 2024 are summarized as follows:

	December 31, 2025			December 31, 2024
Life	$	766,640		$	1,330,930
Annuity		(83,580	)		(158,628	)
Total	$	683,060		$	1,172,302

F-22

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

6. Deferred Policy Acquisition Costs (continued)

The balances and changes in deferred policy acquisition costs (deferral and amortization) allocated to the Company’s life and annuity lines of business that reconcile to the total amounts reported in the consolidated statement of financial position and consolidated statement of operations as of and for the years ended December 31, 2025 and 2024 are summarized as follows:

	Year Ended December 31, 2025
	Life			Annuity			Total
Deferred policy acquisition costs, beginning	$	4,153,865		$	398,882		$	4,552,747
Capitalized		1,483,341			92,796			1,576,137
Amortized		(716,701	)		(176,376	)		(893,077	)
Increase (decrease)		766,640			(83,580	)		683,060
Deferred policy acquisition costs, ending	$	4,920,505		$	315,302		$	5,235,807

	Year Ended December 31, 2024
	Life			Annuity			Total
Deferred policy acquisition costs, beginning	$	2,822,935		$	557,510		$	3,380,445
Capitalized		2,272,315			59,947			2,332,262
Amortized		(941,385	)		(218,575	)		(1,159,960	)
Increase (decrease)		1,330,930			(158,628	)		1,172,302
Deferred policy acquisition costs, ending	$	4,153,865		$	398,882		$	4,552,747

7. Liability for Future Policy Benefits

Future policy benefits include reserves for short-duration contracts and long-duration contracts as well as certain reinsurance balances when in a liability position.

The balances and changes in the liability for future policy benefits as of and for the years ended December 31, 2025 and 2024 are summarized as follows:

	December 31, 2025						December 31, 2024
	Present Value of Net			Present Value of			Present Value of Net			Present Value of
	Premiums			Benefits			Premiums			Benefits
Balance, beginning of year	$	451,431		$	819,597		$	465,751		$	868,412
Effect of changes in discount rate		8,672			140,047			7,301			105,379
Beginning balance at original discount rate		460,103			959,644			473,052			973,791
Effect of actual variances from expected		53,510			18,277			75,890			77,006
Trued-Up balance		513,613			977,921			548,942			1,050,797
New issuances		2,724			1,735			1,197			2,293
Net premium collected		(148,855	)		-			(111,324	)		-
Interest accrual		20,705			43,184			21,287			43,821
Withdrawal/surrenders		-			(383	)		-			(19,932	)
Benefit payments		-			-			-			(117,335	)
Ending balance at original discount rate		388,187			1,022,457			460,103			959,644
Effect of changes in discount rate		(1,765	)		(41,963	)		(8,671	)		(140,048	)
Balance, end of year	$	386,422		$	980,494		$	451,431		$	819,596
Reinsurance recoverable	$	-					$	-
Net liability for future policy benefits	$	594,072					$	368,165
Deferred profit liability	$	1,283,668					$	1,051,980

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Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

7. Liability for Future Policy Benefits (continued)

The composition of future policy benefits as of December 31, 2025 and 2024 is summarized as follows:

	December 31, 2025		December 31, 2024
Future policy benefits meeting ASU 2018-12 standards	$	594,072	$	368,165
Deferred policy liability		1,283,668		1,051,980
Total future policy benefits meeting ASU 2018-12 standards		1,877,740		1,420,145
Future policy benefits not meeting ASU 2018-12 standards:
Reduced paid up and child term rider life insurance contracts		6,815		6,270
Other		538,753		437,327
Total future policy benefits not meeting ASU 2018-12 standards		545,568		443,597
Total future policy benefits	$	2,423,308	$	1,863,742

The undiscounted expected future benefit payments and gross premiums as of December 31, 2025 and 2024 are summarized as follows:

	December 31, 2025
			Original		Current
	Undiscounted		Present Value		Present Value
Gross premiums	$	1,435,709	$	1,271,448	$	1,265,945
Benefits		4,430,666		1,022,457		980,494

	December 31, 2024
			Original		Current
	Undiscounted		Present Value		Present Value
Gross premiums	$	1,728,893	$	1,515,773	$	1,487,209
Benefits		4,255,189		959,644		819,596

The weighted-average interest rates as of December 31, 2025 and 2024 are summarized as follows:

	December 31, 2025			December 31, 2024
	Weighted- average interest rate			Weighted- average interest rate
Original discount rate		4.50	%		4.50	%
Current discount rate		4.69	%		5.22	%

The weighted-average durations of the liability in years as of December 31, 2025 and 2024 are summarized as follows:

	December 31, 2025		December 31, 2024
	Weighted- average duration of liability		Weighted- average duration of liability
Original duration of the liability in years		23.97		24.35
Current duration of the liability in years		23.36		22.06

F-24

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

7. Liability for Future Policy Benefits (continued)

The actual experience during the years ended December 31, 2025 and 2024 compared to what was expected for the years ended December 31, 2025 and 2014 is summarized as follows:

	December 31, 2025
	Amount
	Inforce		Mortality			Lapsation			Total
Expected	$	16,710,479	$	7,439		$	16,697		$	24,136
Expected rate				0.04	%		0.10	%		0.14	%
Actual	$	17,303,297	$	-		$	383		$	383
Actual rate				0.00	%		0.00	%		0.00	%
Actual to expected ratio				-			2.3	%		1.6	%

	December 31, 2024
	Amount
	Inforce		Mortality			Lapsation			Total
Expected	$	17,104,872	$	8,498		$	14,209		$	22,708
Expected rate				0.05	%		0.08	%		0.13	%
Actual	$	16,955,839	$	117,335		$	19,932		$	137,267
Actual rate				0.69	%		0.12	%		0.81	%
Actual to expected ratio				1,381	%		140	%		604	%

8. Policyholders’ Account Balances

The composition of Policyholders’ account balances and deposit-type liabilities as of December 31, 2025 and 2024 is summarized as follows:

	December 31, 2025		December 31, 2024
Annuities	$	15,797,303	$	18,320,927
Universal life policies		843,101		975,146
Total Policyholders’ account balances	$	16,640,404	$	19,296,073
Deposit-type liabilities
Supplemental contracts without life contingencies	$	60,440	$	111,553
Premium deposit funds		71,455		83,486
Total deposit-type liabilities	$	131,895	$	195,039

The range of crediting rates for policyholders’ account balances compared to the guaranteed minimum crediting rates as of December 31, 2025 and 2024 are presented as follows:

	December 31, 2025
Range of Guaranteed Minimum Crediting Rates	At Guaranteed Minimum		1 Basis point to 50 Basis Points Above Guaranteed Minimum		51 Basis point to 150 Basis Points Above Guaranteed Minimum		Greater than 150 Basis Points Above Guaranteed Minimum		Total
2% to 2.99%	$	1,126,697	$	2,283,397	$	4,934,716	$	3,874,418	$	12,219,228
3% to 3.99%		898,347		143,504		-		3,379,325		4,421,176
Total	$	2,025,044	$	2,426,901	$	4,934,716	$	7,253,743	$	16,640,404

F-25

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

8. Policyholders’ Account Balances (continued)

	December 31, 2024
Range of Guaranteed Minimum Crediting Rates	At Guaranteed Minimum		1 Basis point to 50 Basis Points Above Guaranteed Minimum		51 Basis point to 150 Basis Points Above Guaranteed Minimum		Greater than 150 Basis Points Above Guaranteed Minimum		Total
2% to 2.99%	$	1,157,666	$	2,517,980	$	11,295,212	$	-	$	14,970,858
3% to 3.99%		979,450		149,047		-		3,196,718		4,325,215
Total	$	2,137,116	$	2,667,027	$	11,295,212	$	3,196,718	$	19,296,073

The change in the policyholders account balances for the years ended December 31, 2025 and 2024 are summarized as follows:

	For the Years Ended December 31,
	2025			2024
Policyholders’ account balances, beginning	$	19,296,073		$	27,939,979
Deposits		8,630,331			7,664,300
Withdrawals		(8,056,276	)		(14,706,170	)
Mortality and expense fees		(3,645,670	)		(2,168,481	)
Funds withheld under coinsurance agreement		(263,170	)		(352,400	)
Interest credited		679,116			918,845
Increase (decrease)		(2,655,669	)		(8,643,906	)
Policyholders’ account balances, ending	$	16,640,404		$	19,296,073
Weighted Average Crediting Rate		3.90	%		3.30	%
Cash surrender value	$	15,182,914		$	17,526,896

9. Income Taxes

The Company files a consolidated return with its subsidiaries TRLS and AIS. The Company’s other subsidiary TRLIC files a separate federal return for life insurance companies. TRLIC is taxed as a life insurance company under the provisions of the Internal Revenue Code. Life insurance companies must file separate tax returns until they have been a member of the consolidated filing group for five years. Certain items included in income reported for financial statement purposes are not included in taxable income for the current period, resulting in deferred income taxes.

For financial reporting purposes, net loss before income taxes was $557,341 and $716,878 for the years ended December 31, 2025 and December 31, 2024. The provision for income taxes consisted of $0 current taxes and $0 deferred taxes as of December 31, 2025 and December 31, 2024.

The reconciliation of federal statutory income tax to the Company’s provision for income taxes as of December 31, 2025 and December 31, 2024:

	Year Ended December 31,			Year Ended December 31,
	2025			2024
				(Restated)
Expected provision at statutory federal rate	$	(117,042	)	$	(150,544	)
Permanent differences		1,583			1,205
Permanent return to provision adjustments		69,551			-
Deferred true-ups		(93,102	)		48,058
Change in valuation allowance		139,010			101,281
Total provision for income taxes	$	-		$	-

F-26

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

9. Income Taxes (continued)

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and December 31, 2024 are as follows:

	Year Ended December 31,			Year Ended December 31,
	2025			2024
(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	3,712		$	3,742
Reserves		364			451
Investments - unrealized		23			63
Other		65			62
Gross deferred tax assets		4,164			4,318
Valuation allowance		(3,192	)		(3,329	)
Net deferred tax assets	$	972		$	989

Deferred tax liabilities:
Deferred acquisition costs		(872	)		(784	)
Other		(100	)		(205	)
Net deferred tax liabilities	$	(972	)	$	(989	)

Net deferred tax asset (liability)	$	-		$	-

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing DTAs. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

On the basis of this evaluation, as of December 31, 2025, a valuation allowance of $3.2 million has been recorded to recognize only the portion of the DTA that is more likely than not to be realized. The amount of the DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

As of December 31, 2025, we had total net operating loss carryforwards of $19.1 million. Some of these net operating loss carryforwards, if unused, will begin to expire in 2031.

2031-2037	$	4,172,660
Indefinite lived		14,954,690
Total	$	19,127,350

We believe that it is more likely than not that the benefit from these NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance on the DTAs related to these NOL carryforwards.

Because of the change of ownership provisions of the Tax Reform Act of 1986, use of a portion of our domestic NOL and tax credit carryforwards may be limited in future periods. Further, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.

The Company and its subsidiaries have no known uncertain tax benefits within its provision for income taxes. In addition, the Company does not believe it would be subject to any penalties or interest relative to any open tax years and, therefore, have not accrued any such amounts. The Company files U.S. federal income tax returns, income tax returns in various state jurisdictions, and franchise tax returns in the state of Texas. The 2022 through 2024 U.S. federal tax years are subject to income tax examination by tax authorities. The Company classifies any interest and penalties (if applicable) as income tax expense in the financial statements.

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Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

10. Concentrations of Credit Risk

The Company maintains cash and cash equivalents at multiple institutions. The Federal Deposit Insurance Corporation insures non-interest-bearing accounts up to $250,000. Uninsured balances aggregate $3,712,164 as of December 31, 2025. The Company monitors the solvency of all financial institutions in which it has funds to minimize the exposure for loss. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

11. Stock Incentive Plan

The Company’s life insurance subsidiary, TRLIC had an Agent Stock Incentive Plan (“ASIP”). The plan was approved in August 2018 by the Texas State Securities Board. The plan was suspended by the Company in April 2022. The plan awarded shares of Texas Republic Capital Corporation common stock to agents based on certain production levels achieved in sales of life and annuity products. Calculation of awards are based on production for the previous year ended and issued in the subsequent year. There have been no shares issued in 2025 or 2024.

12. Reinsurance

TRLIC participates in ceded reinsurance in order to provide risk diversification, additional capacity for future growth and limit the maximum net loss potential arising from large risks. TRLIC reinsures most amounts of risk on any one life in excess of $50,000 for individual life insurance with our reinsurance partners.

Statutory reinsurance ceded amounts for TRLIC for 2025 and 2024 are summarized as follows:

	2025		2024
Premiums ceded	$	2,086,561	$	1,687,024
Commissions and expense allowances ceded		1,073,833		1,375,187
Benefits ceded		100,748		633,672
Reserve credits ceded		905,494		684,893
In force amount ceded		259,917,000		205,528,000

13. Lease Commitment

Future payments under operating lease arrangements accounted for under ASC Topic 842 as of December 31, 2025 are as follows:

2026	$	104,831
2027		98,723
Total operating lease payments, undiscounted	$	203,554
Less: interest		(36,258	)
Lease liability, at present value	$	167,296

F-28

Table of Contents

Texas Republic Capital Corporation and Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2025 and 2024

14. Segment Information

The Company is organized into a single reportable segment: insurance distribution. The Company derives its revenue entirely from within the United States and manages business activities on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer.

The accounting policies of the insurance distribution segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker uses net income or loss, as reported on the Consolidated Statements of Operations, to assess performance and allocate resources for the insurance distribution segment. The significant segment expense categories regularly provided to the chief operating decision maker are the same as those included on the Consolidated Statements of Operations. The measure of segment assets is total assets as reported on the Consolidated Balance Sheets.

The chief operating decision maker uses net income or loss to assess performance by examining period-over-period trends and monitoring budget versus actual results.

15. Shareholders’ Equity and Statutory Accounting Practices

TRLIC is domiciled in Texas and prepares its statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Texas Department of Insurance (TDI). Prescribed statutory accounting practices include publications of the National Association of Insurance Commissioners, state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed. Statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions and valuing investments, deferred taxes, and certain assets on a different basis.

The statutory net loss for TRLIC was $327,016 and $181,388 for the years ended December 31, 2025 and 2024, respectively. The statutory capital and surplus of TRLIC was $2,594,180 and $2,862,585 as of December 31, 2025 and 2024, respectively. TRLIC is subject to Texas laws that limit the amount of dividends insurance companies can pay to stockholders without approval of the TDI. The maximum dividend, which may be paid in any twelve-month period without notification or approval, is limited to the greater of 10% of statutory surplus as of December 31 of the preceding year or the net gain from operations of the preceding calendar year. Cash dividends may only be paid out of surplus derived from realized net profits. Based on these limitations, there is no capacity for TRLIC to pay a dividend to TRCC. TRLIC has paid no dividends to TRCC.

F-29

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures. (This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section).

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (“Certifying Officers”), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended (“Exchange Act”) as of the end of the fiscal period covered by this Annual Report on Form 10-K. Based upon such evaluation, the Certifying Officers have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is made known to management, including our Certifying Officers, as appropriate, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operating, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. As of the end of the period covered by this annual report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Certifying Officers, of the effectiveness of the design and operation of the Company’s internal controls over financial reporting as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. The standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon such evaluation, management has determined that internal control over financial reporting was effective as of December 31, 2025.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Limitations on the Effectiveness of Controls

The Company’s management, including the Certifying Officers, does not expect that the disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes to Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Table of Contents

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference from the Company’s proxy statement for the 2026 annual meeting of shareholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Table of Contents

Item 15. Exhibits

Exhibit Number		Description of Exhibit

3.1		Certificate of Formation

3.2		Bylaws

10.1		Lease Agreement – October 1, 2014 – September 30, 2017

10.2		Mortgage Loan Consulting Agreement between the Company and First Trinity Financial Corporation

10.3		Mortgage Loan Purchase Agreement between the Company and First Trinity Financial Corporation

10.4		Mortgage Loan Repurchase Guarantee Agreement between the Company and First Trinity Financial Corporation

10.5		Administrative Services Agreement between the Company and First Trinity Financial Corporation

21.1*		Subsidiaries of Registrant

24.1*		Powers of Attorney (included in the signature pages hereto and incorporated herein by reference).

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

32.1*		Section 1350 Certification of Principal Executive Officer.

32.2*		Section 1350 Certification of Principal Financial Officer.

101.INS**		Inline XBRL Instance

101.SCH**		Inline XBRL Taxonomy Extension Schema

101.CAL**		Inline XBRL Taxonomy Extension Calculation

101.DEF**		Inline XBRL Taxonomy Extension Definition

101.LAB**		Inline XBRL Taxonomy Extension Labels

101.PRE**		Inline XBRL Taxonomy Extension Presentation

104.FIL**		Inline XBRL Cover Page Interactive Data File

Filed herewith

XBRL Information is furnished and not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TEXAS REPUBLIC CAPITAL CORPORATION

Date April 1, 2026	By:	/s/ Timothy R. Miller
		Timothy R. Miller
		President and Chief Executive Officer

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TEXAS REPUBLIC CAPITAL CORPORATION

Date April 1, 2026	By:	/s/ Shane S. Mitchell
		Shane S. Mitchell
		Chief Financial Officer

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Timothy R. Miller	Date	April 1, 2026
	Timothy R. Miller
	President and Chief Executive Officer

By	/s/ William S. Lay	Date	April 1, 2026
	William S. Lay, Director

By	/s/ Steven D. Braley	Date	April 1, 2026
	Steven D. Braley, Director

By	/s/ David L. Cleavinger	Date	April 1, 2026
	David L. Cleavinger, Director

By	/s/ Kenneth R. Davis	Date	April 1, 2026
	Kenneth R. Davis, Director

By	/s/ J. Pete Laney	Date	April 1, 2026
	J. Pete Laney, Director

By	/s/ Adrian G. McDonald Jr.	Date	April 1, 2026
	Adrian G. McDonald Jr., Director

By	/s/ Alvie J. Mitchell Jr.	Date	April 1, 2026
	Alvie J. Mitchell Jr., Director

By	/s/ Gerald J. Kohout	Date	April 1, 2026
	Gerald J. Kohout, Director

By	/s/ Gregg E. Zahn	Date	April 1, 2026
	Gregg E. Zahn. Director

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Texas Republic Capital Corp 10-K