UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

~~November~~December 2631, 2024

Date of Report (Date of earliest event reported)

ICC Holdings, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-681903	81-3359409
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)

225 20^th Street, Rock Island, Illinois		61201
(Address of principal executive offices)		(Zip Code)

(309) 793-1700

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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

Title of each class	Trading	Name of each exchange on which registered
	Symbol(s)‎
Common Stock, par value $0.01 per share	ICCH	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~November~~December 2631, 2024, ICC Holdings, Inc. (the “Company”) ~~held~~entered ~~its~~into ~~Special~~Second ~~Meeting~~Amendment ofto ~~Shareholders~~Merger Agreement (the “~~Special Meeting~~Amendment”), ~~for~~ which amends the ~~Board~~Agreement and Plan of ~~Directors~~Merger, ~~solicited~~dated ~~proxies.~~as Atof June 8, 2024, as amended October 11, 2024 (the ~~Special~~“Original ~~Meeting~~Merger Agreement” and, as amended by the ~~shareholders~~Amendment, ofthe “Merger Agreement”), by and among Mutual Capital Holdings, Inc., Mutual Capital Merger Sub, Inc. and the Company. ~~voted~~The onAmendment extends the ~~following~~“Outside ~~proposals~~Date” ~~described~~(as defined in the ~~Proxy~~Merger ~~Statement~~Agreement) ~~dated~~from ~~October~~December 2831, 2024 to January 31, 2025.

The ~~proposals~~foregoing ~~voted~~description onof the Original Merger Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the ~~shareholders~~full text of ~~the~~such ~~Company~~agreements, atcopies ~~the~~of ~~Special~~which ~~Meeting~~are ~~were~~attached hereto as ~~follows:~~Exhibits 2.1, 2.2 and 2.3 and are incorporated herein by reference.

~~Proposal~~Item No9.01 1.Financial ~~The~~Statements ~~shareholders approved~~ and ~~adopted the Agreement and Plan of Merger, dated as of June 8, 2024, by and among Mutual Capital Holdings, Inc~~Exhibits., a Pennsylvania corporation (“Mutual Capital”), Mutual Capital Merger Sub, Inc., a Pennsylvania corporation and wholly owned subsidiary of Mutual Capital (“Merger Sub”), and the Company, as amended by that certain Amendment to Merger Agreement, dated as of October 11, 2024 (as it may be further amended from time to time, the “merger agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”), as set forth below:

Votes	Votes			Broker
‎For	‎ Against		Abstentions	Non-Votes
2,643,552		85	‐	‐

(d) Exhibits:

~~Proposal No.~~ 2.1 ~~The~~Agreement ~~shareholders~~and ~~approved~~Plan of Merger, ondated anas ~~advisory~~of ~~(non‑binding)~~June ~~basis~~8, ~~the~~2024, ~~compensation~~among ~~that~~Mutual ~~may~~Capital ~~become~~Holdings, ~~payable~~Inc., Mutual Capital Merger Sub, Inc., and ICC Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s ~~named~~Current ~~executive~~Report ~~officers~~on inForm ~~connection~~8-K filed with the ~~merger,~~SEC ason ~~set~~June ~~forth~~10, ~~below:~~2024).*

Votes	Votes			Broker
‎For	‎ Against		Abstentions	Non-Votes
2,526,689		88,984	27,964	‐

2.2	Amendment to Merger Agreement, dated as of October 11, 2024, among Mutual Capital Holdings, Inc., Mutual Capital Merger Sub, Inc. and ICC Holdings, Inc. (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2024).

~~Proposal No~~2. 3. ~~The~~Second ~~shareholders~~Amendment ~~approved~~to ~~the~~Merger ~~adjournment~~Agreement, ofdated ~~the~~as ~~Special~~of ~~Meeting~~December to31, a2024, ~~later~~among ~~date~~Mutual orCapital ~~dates~~Holdings, ~~if necessary or appropriate~~Inc., toMutual ~~solicit~~Capital ~~additional~~Merger ~~proxies~~Sub, ifInc. ~~there are insufficient votes at the time of the Special Meeting to approve the proposal to approve~~ and ~~adopt~~ICC ~~the merger agreement~~Holdings, ~~as set forth below:~~Inc.

Votes	Votes			Broker
‎For	‎ Against		Abstentions	Non-Votes
2,641,691		1,935	10	‐

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(a)(5) ~~7.01~~of Regulation S-K. The FDCompany will furnish a copy of any omitted schedule or similar attachment to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

The Company announced today that the proposed merger of the Company and Mutual Capital has been approved by the Company’s shareholders at the Special Meeting. The proposed merger remains subject to certain conditions and approvals, including regulatory approvals from insurance regulators in Illinois and Pennsylvania and customary closing conditions. The Company previously announced that the closing is expected to take place by December 31, 20224; however given the timing of regulatory approvals, the Company now expects that the closing may not occur until early in the first quarter of 2025.

Forward-looking Statements

This report contains disclosures, which may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should” or the negative versions of those words or other comparable words. Forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and the Company’s future financial condition and results.

Various forward-looking statements in this report relate to the proposed acquisition of the Company by Mutual Capital. Important transaction-related and other risk factors that may cause these forward-looking statements to differ include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the completion of the transaction on anticipated terms and timing, including obtaining required regulatory approvals, and the satisfaction of other conditions to the completion of the transaction; (iii) significant transaction costs associated with the transaction; (iv) potential litigation relating to the transaction, including the effects of any outcomes related thereto; (v) the risk that disruptions from the transaction will harm the Company’s business, including current plans and operations; (vi) the ability of the Company to retain and hire key personnel; and (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction.

Additional risks and uncertainties are discussed in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year-ended December 31, 2023 filed with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICC HOLDINGS, INC.
Dated: November 26, 2024
Dated: December 31, 2024
	By:	/s/Arron K. Sutherland
		Arron K. Sutherland
		President, Chief Executive Officer and Director

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