What Changed
Risk factors · Feb 28, 2025 → Feb 27, 202630 added · 13 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
- Our restated certificate of incorporation and bylaws include provisions that: • allow our board of directors to use, under certain circumstances, preferred stock as a method of discouraging, delaying or preventing a change of control of Stewart (by means of a merger, tender offer, proxy contest or otherwise); • require a stockholder to submit written notice of any director nomination to our Corporate Secretary not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary of the immediately preceding annual meeting; • allow our board of directors to adopt, amend or repeal our bylaws, subject to limitations under Delaware law; • authorize additional common stock at such times, under such circumstances and with such terms and conditions as may impede a change in control of Stewart; and • require that special meetings of stockholders be called only by the Chairman of our board of directors, Chief Executive Officer, board of directors, or at the request in writing of stockholders owning twenty-five percent (25%) or more of the entire capital stock of Stewart issued and outstanding and entitled to vote.
- Further, the regulatory landscape surrounding the use of AI is rapidly evolving and remains uncertain, with potential for new laws, regulations or industry standards that could restrict the use of AI systems, impose compliance obligations, or result in enforcement actions or litigation.
- Based on the survey feedback received from our employees, we were recognized in the USA Today Top Workplaces program as a 2025 Top Workplace and the recipient of four Culture Excellence Awards for innovation, leadership, purpose and values, and work-life flexibility.
- These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. 13 In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us in certain circumstances.
- The market price for our Common Stock varied in the year ended December 31, 2025, between a high price of $78.61 on November 25, 2025 and a low price of $56.39 on July 16, 2025.
- Additionally, Forbes recognized Stewart as one of America's Best Employers for Company Culture and one of America's Best Employers for Women in 2025. 5 Available information .
- Anti-takeover provisions in our charter and bylaws and Delaware law may delay or prevent an acquisition of our Company.
- Our Culture Ambassadors, representing employees across the Company and the globe, partner with leadership to maintain focus on inclusion, and how it intersects with both wellness and community, continuing our commitment to providing an inclusive environment, both in the workplace and in our communities.
- Our stock price may continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including those discussed herein; variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments.
- Any provision of our amended and restated certificate of incorporation or amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock.
- As of December 31, 2025, we employed approximately 7,800 people, with approximately 6,000 employees located in the U.
- Our Culture Ambassadors meet regularly to discuss critical topics, advise on important challenges our employees are facing and ensure we remain focused on supporting areas most important to our employees.
No longer disclosed
- Based on the survey feedback received from our employees, we were recognized in the Top Workplaces program as a 2024 Top Workplace by the Houston Chronicle and the recipient of three Culture Excellence Awards for employee well-being, appreciation and professional development.
- With guidance and support from our Global Inclusion Council, we continue our commitment to providing all employees with opportunities to be heard and for advancement.
- During 2022, the corporate segment included results of a real estate brokerage company that was acquired in late 2021 and subsequently sold during the second quarter 2022.
- Cybersecurity for our policies and procedures in place to address cybersecurity risks. 9 Errors and fraud relating to fund transfers may adversely affect us The Company relies on its systems, employees and banks to transfer its own funds and the funds of third parties.
- As of December 31, 2024, we employed approximately 7,000 people, with approximately 5,500 employees located in the U.
- News & World Report recognized Stewart as one of the Best Companies to Work for 2024-2025.
- Our Council meets regularly to discuss critical topics, advise on important challenges our employees are facing, and ensure we are focused on strategic priorities grounded in our commitment.
- Our investment portfolios primarily reside in Guaranty and STIC, both of which are domestic underwriters, and two of our other international regulated insurance underwriters.
- In addition, state regulators perform periodic examinations of insurance companies, which could result in increased compliance or legal expenses.
- In doing so, we strive to establish an inclusive environment, both in the workplace and in the communities in which we operate.