Presurance Holdings, Inc. 8-K

What Happened
Presurance Holdings, Inc. announced via Form 8-K that on February 27, 2026 it entered into a Redemption Agreement with Clarkston Companies, Inc. (an entity affiliated with director Jeffrey Hakala) to repurchase, redeem, cancel and return to authorized but unissued status all of the Company’s Series B preferred stock. The Company repurchased the Series B shares in full for an aggregate redemption price of $7.5 million. The filing also discloses a warrant amendment (Feb 26, 2026) to correct errors and limit certain warrant holder rights, and a Certificate of Correction (filed Feb 26, 2026) to the Series B Certificate of Designation to correct the dividend rate and permit earlier redemption.

Key Details

• Redemption date: February 27, 2026.
• Aggregate redemption price: $7.5 million for all Series B preferred stock.
• Per-share terms: redemption equals the $5,000 issue price per share plus $101.30 in accrued and unpaid dividends per share.
• Counterparty / affiliation: Clarkston Companies, Inc., affiliated with Board member Jeffrey Hakala. A portion of the purchase price equal to the issue price was offset against amounts Clarkston owed the Company under a Rights Offering Backstop Agreement (dated Feb 3, 2026).
• Other filings: Warrant amended (Feb 26, 2026) to correct errors/limit rights; Certificate of Correction to the Certificate of Designation allows redemption prior to maturity and corrects the dividend rate. The Company also announced the closing of its Rights Offering (press release dated Feb 27, 2026).

Why It Matters
This transaction removes the Series B preferred shares from outstanding status and cancels the related future dividend obligations tied to those shares, simplifying Presurance’s capital structure. Because the redemption involved an affiliated party (a company tied to a director) and used an offset against a backstop agreement tied to the Rights Offering, investors should note the related-party nature of the deal and its connection to the recent Rights Offering. The warrant amendment and certificate correction may affect potential dilution and the Company’s flexibility to redeem similar preferred shares in the future.