Stewart Information Services (NYSE: STC) issues new shares and completes $330M MCS mortgage services deal

Rhea-AI Filing Summary

Stewart Information Services Corporation reported two major corporate actions. The company entered into an underwriting agreement with Goldman Sachs & Co. LLC and other underwriters to issue and sell 1,900,000 shares of its $1.00 par value common stock in a registered public offering under an effective Form S-3 shelf registration. The agreement also included an option for the underwriters to purchase an additional 285,000 shares, which was fully exercised on December 11, 2025, and the offering, including these additional shares, closed on December 12, 2025.

Separately, the company’s wholly owned subsidiary, SISCO Holdings, LLC, completed the previously announced acquisition of the mortgage services of Mortgage Contracting Services, a property preservation services provider, for a cash purchase price of $330 million. These steps expand Stewart’s mortgage-related services business while increasing its common equity base through a sizable new share issuance.

Insights

Equity capital markets and M&A analyst

STC completes sizable equity issuance alongside a $330M mortgage services acquisition.

Stewart Information Services Corporation is combining a significant common stock offering with a large strategic acquisition. The company agreed to issue 1,900,000 common shares under an effective shelf registration, with underwriters exercising an additional 285,000-share option in full, and the offering closed on December 12, 2025. This increases the company’s equity base and introduces dilution to existing shareholders, though pricing and total proceeds are not detailed in the excerpt.

In parallel, wholly owned subsidiary SISCO Holdings, LLC completed the previously announced purchase of the mortgage services of Mortgage Contracting Services for a cash purchase price of $330 million. That deal adds a property preservation services platform to Stewart’s operations, deepening its presence in mortgage services. The overall impact will depend on how the new business integrates into Stewart’s existing operations and how the additional shares affect per-share metrics in future reporting periods.

8-K Event Classification

4 items: 1.01, 7.01, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

Date of Report (Date of earliest event reported):

December 12, 2025 (December 10, 2025)

Stewart Information Services Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-02658	74-1677330
(State or other jurisdiction)	(Commission File No.)	(I.R.S. Employer Identification No.)

1360 Post Oak Blvd, Suite 100,
Houston, Texas 77056

(Address of Principal Executive Offices)(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (713) 625-8100

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 (see General Instruction A.2. below):

¨ 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 symbol(s)		Name of each exchange on which registered
Common Stock, $1 par value		STC		New York Stock Exchange (NYSE)

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

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 1.01 Entry into a Material Definitive Agreement.

On December 10, 2025, Stewart Information Services Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters listed on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 1,900,000 shares of common stock, par value $1.00 (“Common Stock”), in a registered public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-292051) (the “Shelf Registration Statement”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 285,000 shares of Common Stock (the “Option”). On December 11, 2025, the Underwriters exercised in full the Option. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A specimen certificate for the Common Stock is included as Exhibit 4.1 to this Current Report on Form 8-K and is also incorporated herein by reference.

On December 12, 2025, the Company closed the Offering, including the shares of Common Stock issuable pursuant to the Option.

Item 7.01 Regulation FD Disclosure.

On December 10, 2025, the Company’s wholly owned subsidiary, SISCO Holdings, LLC, completed its previously announced acquisition of the mortgage services of Mortgage Contracting Services, a property preservation services provider, for a cash purchase price of $330 million.

Item 8.01 Other Events.

The Offering was made pursuant to the Shelf Registration Statement. The legal opinion of Davis Polk & Wardwell LLP relating to the Common Stock sold pursuant to the Underwriting Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.
1.1	Underwriting Agreement, dated December 10, 2025, between Stewart Information Services Corporation and Goldman Sachs & Co. LLC, as representative of the several underwriters listed on Schedule I thereto.
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-3 filed March 30, 2001).
5.1	Opinion of Davis Polk & Wardwell LLP.
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

			STEWART INFORMATION SERVICES CORPORATION (Registrant)
			By:	/s/ David C. Hisey
				David C. Hisey, Chief Financial Officer and Treasurer

Date: December 12, 2025

FAQ

What equity offering did Stewart Information Services (STC) complete?

Stewart Information Services Corporation completed a registered public offering of 1,900,000 shares of common stock under an effective Form S-3 shelf registration. Underwriters were also granted an option for 285,000 additional shares, which was fully exercised, and the offering, including these option shares, closed on December 12, 2025.

Who managed the Stewart Information Services (STC) stock offering?

The offering was conducted under an underwriting agreement between Stewart Information Services Corporation and Goldman Sachs & Co. LLC, acting as representative of the several underwriters listed on Schedule I to the agreement.

What acquisition did Stewart’s subsidiary SISCO Holdings, LLC complete?

SISCO Holdings, LLC, a wholly owned subsidiary of Stewart Information Services Corporation, completed its previously announced acquisition of the mortgage services of Mortgage Contracting Services, a property preservation services provider.

How much did Stewart Information Services pay for the Mortgage Contracting Services business?

The mortgage services of Mortgage Contracting Services were acquired for a cash purchase price of $330 million, expanding Stewart’s property preservation and mortgage-related services capabilities.

Under what registration statement was the Stewart Information Services stock offering conducted?

The common stock offering was made pursuant to an effective shelf registration statement on Form S-3, identified as Registration File No. 333-292051.

What legal opinion supports the Stewart Information Services stock issuance?

A legal opinion from Davis Polk & Wardwell LLP regarding the common stock sold in the offering is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1.