PART I

Item1. Business

General

Unless otherwise indicated by the context, in this annual report we refer to AmerInst Insurance Group, Ltd. and its subsidiaries as the “Company,” “AmerInst,” “we”, “our” or “us.” “AMIC Ltd.” means AmerInst’s wholly owned subsidiary, AmerInst Insurance Company, Ltd. “APSL”“Protexure” means Protexure Insurance Agency, Inc. (formerly AmerInst Professional Services, Limited,Limited), a Delaware corporation and wholly owned subsidiary of AmerInst Mezco, Ltd. (“Mezco”) which is a wholly owned subsidiary of AmerInst. “Investco” means AmerInst Investment Company, Ltd., a wholly owned subsidiary of AMIC Ltd. “AMIG” means our predecessor entity, AmerInst Insurance Group, Inc., a Delaware corporation. Our principal offices are c/o CitadelDavies Captive Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton, Bermuda, HM GX.

AmerInst Insurance Group, Ltd., a Bermuda holding company, was formed in 1998. We are an insurance holding company based in Bermuda owned primarily by accounting firms, persons associated with accounting firms, and individual CPA practitioners. We were formed in response to concerns about the pricing and availability of accountants’ professional liability insurance in a difficult or “hard” market. Our mission is to be a company that provides insurance protection for professional service firms and engages in investment activities. AmerInst has two operating segments: (1) reinsurance activity, which includes investments and other related activities, and (2) insurance activity, which offers professional liability solutions to professional service firms. The revenues of the reinsurance activity operating segment and the insurance activity operating segment were $10,752,287$3,213,768 and $4,782,921$3,405,122 for the year ended December 31, 20172021 compared to $9,954,786$10,463,588 and $4,047,310$5,702,708 for the year ended December 31, 2016,2020, respectively. The revenues for both operating segments were derived from business operations in the United States, other than interest income on bank accounts maintained in Bermuda. In 2021, the reinsurance segment of AmerInst ceased operations.

Entry into Agency AgreementAgreements with C&F and ISMIE

On September 25, 2009, APSLProtexure entered into an agency agreement (the “Agency“C&F Agency Agreement”) with The North River Insurance Company, United States Fire Insurance Company, Crum & Forster Indemnity Company, Crum and Forster Insurance Company, and Crum & Forster Specialty Insurance Company (collectively, “C&F”) pursuant to which C&F appointed APSLProtexure as anits exclusive agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling,non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. The initial term of the C&F Agency Agreement was for four years with automaticone-year renewals thereafter. The C&F Agency Agreement automatically renewed on September 25, 2017.2021. 

In 2021, C&F and Protexure signed an addendum to the C&F Agency Agreement which terminates the C&F Agency Agreement effective March 31, 2022.  Under the terms of the addendum, Protexure will be permitted to issue new and renewal professional liability policies on behalf of C&F with effective dates no later than March 31, 2022.

Effective January 1, 2022, Protexure entered into a Managing General Agency Agreement (the “ISMIE Agency Agreement”) with Amwins Specialty Casualty Solutions, LLC. for policies written by ISMIE Mutual Insurance Company (“ISMIE”). Protexure will transition the lawyers and accountants’ professional liability policies previously written with C&F to ISMIE. Certain policies will also be written by the Hanover Insurance Company.

Entry into Reinsurance Agreement

We conduct ourpreviously conducted reinsurance business through AMIC Ltd., our subsidiary, which is a registered insurer in Bermuda. On September 25, 2009, AMIC Ltd. entered into a professional liability quota share agreement with C&F (the “Reinsurance Agreement”) pursuant to which C&F agreed to cede, and AMIC Ltd. agreed to accept as reinsurance, a 50% quota share of C&F’s liability under insurance written by APSLProtexure on behalf of C&F and classified by C&F as accountants’ professional liability and lawyers’ professional liability, subject to AMIC Ltd.’s surplus limitations. Policies written by insurers other than C&F were not subject to the 50% quota share reinsurance to AMIC Ltd. The term of the Reinsurance Agreement iswas continuous and maycould be terminated by either party upon at least 120 days’ prior written notice to the other party.

During the third quarter of 2021, a commutation agreement effective as of March 31, 2021, was entered into by and between C&F and AMIC, Ltd. (the “Commutation Agreement”), whereby C&F and AMIC, Ltd. agreed to fully and finally settle and commute all their respective past, present and future obligations and liabilities, known and unknown, under the Reinsurance Agreement.  In accordance with the Commutation Agreement, in full satisfaction of AMIC Ltd.’s past, present and future obligations and liabilities under the Reinsurance Agreement, an aggregate sum of $26,076,000 was paid by AMIC Ltd. to C&F in October 2021.

The entry into the Commutation Agreement resulted in a net gain of $147,333. This amount is included in losses and loss adjustment expenses in the Condensed Consolidated Statement of Operations.

Historical Relationship with CAMICO

From June 1, 2005 through May 31, 2009, we were a party to a reinsurance contract with CAMICO Mutual Insurance Company (“CAMICO”), a California-based writer of accountants’ professional liability business.

We decided not to renew the CAMICO contract and permitted the contract to expire pursuant to its terms on May 31, 2009. We remainremained potentially liable for claims related to coverage through May 31, 2009.

The entry into the Commutation Agreement resulted in a net gain of $26,398. This amount is included in losses and loss adjustment expenses in the Condensed Consolidated Statement of Operations.

Third-party Managers and Service Providers

Citadel

Davies Captive Management Bermuda Limited (formerly Cedar Management Limited) provides theday-to-day services necessary for the administration of our business. Our agreement with CitadelDavies Captive Management Bermuda Limited renewed for one year beginning January 1, 20182022 and ending December 31, 2018.2022. Mr. Thomas R. McMahon, our Treasurer and Chief Financial Officer, is a shareholder,an officer, director, and employee of Citadel Management Bermuda Limited. Mr. Stuart Grayston, our President, was formerly a director and officer of CedarDavies Captive Management Limited.

The Country Club Bank of Kansas City, Missouri, provides portfolio management of fixed-income securities and directs our investments pursuant to guidelines approved by us. Harris Associates L.P. and Tower Wealth Managers, Inc. provide discretionary investment advice with respect to our equity investments.

We have retained Oliver Wyman, an independent casualty actuarial consulting firm, to render advice regarding actuarial matters.

Competition

Our main competition comes from brokers and agents that service accountants and attorneys. For accountants, our primary insurance company competitors are CNA and CAMICO. In the lawyer professional liability insurance area, there are several competitors including CNA, Hanover, Travelers, Axis, Allied World and State Bar programs. The primary differentiating factors ofamong the competition in our industry are based on price and quality of service. We believe that our focus on providing high-quality online or internet-based service to small- andmedium-sized firms distinguishes us from larger competitors that may not be able to provide the same level of personalized service to clients.

Licensing and Regulation

AmerInst, through its wholly owned subsidiary, AMIC Ltd., is subject to regulation as an insurance company under the laws of Bermuda, where AMIC Ltd. and AmerInst are domiciled.

APSL,

Protexure, a subsidiary of Mezco and a managing general underwriter responsible for offering professional liability solutions to professional service firms, has regulatory approval to act as an insurance agent in 50 states and the District of Columbia.

The rates and terms of reinsurance agreements generally are not subject to regulation by any governmental authority. This is in contrast to direct insurance policies, the rates and terms of which are subject to regulation by state insurance departments. As a practical matter, however, the rates charged by primary insurers place a limit upon the rates that can be charged by reinsurers.

Bermuda Regulation

AMIC Ltd., as a licensed Bermuda insurance company, is subject to regulation under Thethe Insurance Act of 1978, as amended, and Related Regulations (collectively, the “Insurance Act”), which provide that no person shall conduct insurance business, including reinsurance, in or from Bermuda unless registered as an insurer under the Insurance Act by the Bermuda Monetary Authority (“BMA”). In deciding whether to grant registration, the BMA has discretion to act in the public interest. The BMA is required by the Insurance Act to determine whether an applicant for registration is a fit and proper body to be engaged in insurance business and, in particular, whether it has, or has available to it, adequate knowledge and expertise. In connection with registration, the BMA may impose conditions relating to the writing of certain types of insurance.

The Insurance Act requires, among other things, that Bermuda insurance companies meet and maintain certain standards of liquidity and solvency, file periodic reports in accordance with the Bermuda Statutory

Accounting Rules, produce annual audited statutory financial statements and annual audited financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) or International Financial Reporting Standards (“IFRS”) and maintain a minimum level of statutory capital and surplus. All Bermuda insurers must also comply with the BMA’s Insurance Code of Conduct (“ICIC”). The ICIC establishes duties, requirements and standards to be complied with under the Act. Failure to comply with the requirements of the ICIC will be a factor taken into account by the BMA in determining whether an insurer is conducting its business in a sound and prudent manner under the Act. In general, the regulation of insurers in Bermuda relies heavily upon the directors and managers of a Bermuda insurer, each of whom must certify annually that the insurer meets the solvency, liquidity and capital requirements of the Insurance Act. AMIC Ltd. is also required to file a Commercial Insurer’s Solvency Self-Assessment (“CISSA”) and a financial condition report with the BMA. Furthermore, the BMA is vested with powers to supervise, investigate and intervene in the affairs of Bermuda insurance companies. Significant aspects of the Bermuda insurance regulatory framework are described below.

An insurer’s registration may be canceled by the BMA on grounds specified in the Insurance Act, including the failure of the insurer to comply with the obligations of the Insurance Act or if, in the opinion of the BMA, the insurer has not been carrying on business in accordance with sound insurance principles.

Every registered insurer must appoint an independent auditor approved by the BMA. That auditor must annually audit and report on the statutory financial statements and the statutory financial return of the insurer, both of which are required to be filed annually with the BMA. The approved auditor may be the same person or firm that audits the insurer’s financial statements and reports for presentation to its shareholders.

The Insurance Act provides that the statutory assets of an insurer must exceed its statutory liabilities by an amount greater than the prescribed minimum solvency margin. Pursuant to the Insurance Act, AMIC Ltd. is registered as a Class 3A insurer and, as such:

All

The BMA has also established a Class 3A insurers are also required to maintain available statutoryinsurer target capital and surplus at a level equal to or in excess120% of theirthe Class 3A ECR. The applicable ECR is established as discussed above. We are in compliance with these requirements.

The Insurance Act also provides a minimum liquidity ratio for general business. An insurer engaged in general business is required to maintain the value of its relevant assets at not less than 75% of the amount of its relevant liabilities. Relevant assets include cash and time deposits, quoted investments, unquoted bonds and debentures, first liens on real estate, investment income due and accrued, accounts and premiums receivable and reinsurance balances receivable. There are certain categories of assets which, unless specifically permitted by the BMA, do not automatically qualify such as advances to affiliates, real estate and collateral loans. The relevant liabilities are total general business insurance reserves and total other liabilities less deferred income tax and sundry liabilities (by interpretation, those not specifically defined). Based upon the foregoing, the investment by AMIC Ltd. in an investment subsidiary, Investco, requires the specific approval of the BMA for classification as a relevant asset, which we have received up to an amount sufficient to meet the minimum liquidity ratio.

The BMA may appoint an inspector with extensive powers to investigate the affairs of an insurer if the BMA believes that an investigation is required in the interest of the insurer’s policyholders or persons who may become policyholders. In order to verify or supplement information otherwise provided to an inspector, the BMA may direct an insurer to produce documents or information in relation to matters connected with the insurer’s business.

If it appears to the BMA that there is a risk of an insurer becoming insolvent, or if the insurer is in violation of the Insurance Act or the regulations thereunder or of any condition imposed on its registration as an insurer, the BMA may impose limitations on the insurer’s ability to conduct its business, including limiting new insurance business; prohibiting modifications to any insurance contract if the effect would be to increase the insurer’s liabilities; restricting the insurer’s to acquire or sell certain investments; restricting the insurer’s ability to maintain in, or transfer to and to keep in the custody of, a specified bank, certain assets; restricting the declaration or payment of any dividends or other distributions or to restrict the making of such payments; or imposing limitations on the insurer’s premiums.

As a Bermuda insurer, we are required to maintain a principal officePrincipal Office in Bermuda and to appoint and maintain a Principal Representative in Bermuda. For the purpose of the Insurance Act, our Principal Representative in Bermuda is CitadelDavies Captive Management Bermuda Limited and our principal officePrincipal Office is c/o CitadelDavies Captive Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton HMGX, Bermuda. An insurer may only terminate the appointment of its Principal Representative withfor a reason acceptable to the BMA, and the Principal Representative may not cease to act as such, unless the BMA is given 21 days’ advance notice in writing of its intention to do so. It is the duty of the Principal Representative, upon determining that there is a likelihood of the insurer for which it acts becoming insolvent or it coming the Principal Representative’s knowledge, or having reason to believe, that an “event” has occurred, to provide verbal notification immediately, and make a report in writing to the BMA setting out all the particulars of the case that are available to the Principal Representative within 14 days. Examples of such an “event” include, but are not limited to, failure by the insurer to substantially comply with a condition imposed upon the insurer by the BMA relating to solvency margin or liquidity or other ratio.

The Economic Substance Act 2018 (the “ESA”) was passed in Bermuda in December 2018 in response to the requirement of the European Union Code of Conduct Group (Business taxation) (the “EU Code Group”) for companies incorporated in a jurisdiction to have sufficient economic substance in the jurisdiction. Under the provisions of the ESA, any Bermuda-registered entity engaged in a “relevant activity” (which includes insurance business and holding entity activities) must maintain a substantial economic presence in Bermuda. To the extent that the ESA applies to our entities registered in Bermuda, we will be required to demonstrate compliance with economic substance requirements by filing an annual economic substance declaration with the Registrar of Companies in Bermuda.

Except for business related to APSL,Protexure, our business is conducted from our principal officePrincipal Office in Hamilton, Bermuda. We manage our investments, directly and through AMIC Ltd., through independent investment advisors in the U.S. or other investment markets as needed and appropriate. We do not operate as an investment manager or as a broker-dealer requiring registration under investment advisory or securities broker regulations in the U.S., Bermuda or otherwise. The directors and officers of AMIC Ltd. negotiate reinsurance treaties for acceptance in Bermuda. Among other matters, the following business functions are conducted from our Bermuda

offices: (i) communications with our shareholders, including financial reports; (ii) communications with the general public of a nature other than advertising; (iii) solicitation of the sale by us or any of our subsidiaries of shares in any of such entities; (iv) accepting subscriptions of new shareholders of the Company; (v) maintenance of principal corporate records and original books of account; (vi) audit of original books of account; (vii) disbursement of funds in payment of dividends, claims, legal fees, accounting fees, and officers’ and directors’ fees; (viii) arrangement for the meetings of our shareholders and directors and shareholders and directors of our subsidiaries; and (ix) execution of repurchases of our shares and shares of our subsidiaries. Except for the APSLProtexure office, we do not maintain an office or place of business in the United States.

Our ability to pay dividends to our shareholders and to pay our operating expenses is dependent on cash dividends from our subsidiaries. AMIC Ltd.’s ability to pay dividends to AmerInst is subject to the provisions of the Bermuda insurance and companies laws and the requirement to provide the ceding companies with collateral. Under the Companies Act, AMIC Ltd. would be prohibited from declaring or paying a dividend if such payment would reduce the realizable value of its assets to an amount less than the aggregate value of its liabilities, issued share capital, and share premium accounts. As of December 31, 2017, approximately $36.4 million was available for the declaration of dividends to shareholders. However, due to the requirement to provide the ceding companies with collateral, approximately $21.2 million was available for the payment of dividends to the shareholders. In addition, AMIC Ltd. must be able to pay its liabilities as they become due in the ordinary course of its business, and fund its collateral obligations to ceded companies, after the payment of a dividend. Our ability to pay dividends to our shareholders and to pay our operating expenses is dependent on cash dividends from our subsidiaries. The payment of such dividends by AMIC Ltd., including its subsidiary Investco, to us is also limited under Bermuda law by the Insurance Act and Related Regulations which require that AMIC Ltd. maintain minimum levels of solvency and liquidity as described above. For the years ended December 31, 20172021 and 20162020 these requirements have been met as follows:

As stated above,

At December 31, 2021, approximately $.6 million was available for the declaration of dividends by AMIC Ltd. has receivedto us. Management expects that any dividend AMIC, Ltd. declares to us over the BMA’s approvalnext twelve-month time period will be utilized entirely by us to fund our day-to-day operations. Therefore, as of December 31, 2021, no amount was available for the utilizationdeclaration of its investment in Investco as a relevant asset updividends by us to an aggregate amount sufficient to meet and maintain the minimum liquidity ratio.our shareholders.

Customers

Our only sources of income other thanare our investment portfolio, are ourC&F Agency Agreement and Reinsurancethe ISMIE Agency Agreement, which is replacing the C&F Agency Agreement. Without such agreements,an agency agreement, we believe current levels of investment incomeadditional capital would provide enough revenueneed to be raised through external means to continue operations while the Companywe evaluated other reinsurance and insurance opportunities.

EmployeesHuman Capital

We are dedicated to creating personal relationships with our customers and discovering solutions that are right for them. Our employees are critical to achieving this mission and it is crucial that we continue to attract and retain experienced employees. As part of these efforts, we strive to offer a competitive compensation and benefits program and foster a community where everyone feels included and empowered to do to their best work.

At December 31, 2017, APSL2021, Protexure had 2618 employees, 2216 full-time salaried employees and four2 employees who arewere paid hourly wages. Neither AmerInst, nor any of ourAmerInst’s other subsidiaries have any employees. As of January 30, 2022, approximately 66% of our workforce was female while 34% was male, and our average tenure was approximately 6.5 years. See the section of this Form10-K captioned “Third-party Managers and Service Providers” on page 5 of this Annual Report on Form10-K for further information.

Diversity and Inclusion. We believe that an equitable and inclusive environment with diverse teams produces more creative solutions, results in better services and is crucial to our efforts to attract and retain key talent. We strive to promote inclusion through our corporate values of which include treating each other with respect and integrity, open communication throughout organization, being passionate about understanding our customer needs, creating win-win relationships with our company partners and a personal commitment to continuous learning and improving. We are focused on building an inclusive culture through a variety of diversity and inclusion initiatives, including related to internal promotions, and hiring practices.

Health and Safety. The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. We provide our employees and their families with access to a variety of flexible and convenient health and welfare programs, including benefits that support their physical and mental health by providing tools and resources to help them improve or maintain their health status. Where possible, we offer choices to our employees so they can customize their benefits to meet their needs and the needs of their families. In response to the COVID-19 pandemic, we implemented significant operating environment changes that we determined were in the best interest of our employees and the communities in which we operate, and that were designed to comply with government regulations. This includes having the majority of our employees work from home, while implementing additional safety measures for employees continuing critical on-site work.

Loss Reserves

Our loss reserves, changes in aggregate reserves for the last two years, and loss reserve development as of the end of each of the last 10 years, are discussed in Item 7 of this Report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Note 2 to our Consolidated Financial Statements included in Item 8 of this Report and Note 78 to our Consolidated Financial Statements.

Seasonality

We do not believe that either of our operating segments are seasonal in nature to a material degree.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC” or the “Commission”). You may read any document we file with the Commission at the Commission’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call the Commission at1-800-SEC-0330 for information on the public reference room. The Commission also maintains an internet site that contains annual, quarterly, and current reports, proxy and information statements and other information that issuers (including AmerInst) file electronically with the Commission. The Commission’s internet site iswww.sec.gov.

Our internet site iswww.amerinst.bm. We make available free of charge through our internet site our annual report on Form10-K, quarterly reports on Form10-Q, current reports on Form8-K and any amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Commission. You will need to have on your computer the Adobe Acrobat Reader^®Reader® software to view these documents, which are in PDF format. If you do not have Adobe Acrobat Reader^®Reader®, a link to Adobe’s internet site, from which you can download the software, is provided. We also make available, through our internet site, via links to the Commission’s internet site, statements of beneficial ownership of our equity securities filed by our directors, officers, 10% or greater shareholders and others under Section 16 of the Securities Exchange Act. In addition, we post onwww.amerinst.bm our Memorandum of Association, ourBye-Laws, our Statement of Share Ownership Policy, Charters for our Audit Committee and Governance and Nominations Committee, as well as our Code of Business Conduct and Ethics. You can request a copy of these documents, excluding exhibits, at no cost, by writing or telephoning us c/o CitadelDavies Captive Management Bermuda Limited, 25 Church Street, Continental Building, P.O. Box HM 1601, Hamilton, Bermuda HMGX, Attention: Investor Relations(441) 295-6015.295-2185. The information on our internet site is not incorporated by reference into this report.

Item1A. Risk Factors

You should consider carefully the following risk factors before deciding whether to invest in our common stock. Our business, including our operating results and financial condition, could be harmed by any of these risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business. The value of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained in our filings with the SEC, including our financial statements and related notes.

Industry, Economic and Financial Risks

Our industry is highly competitive, and we may not be able to compete successfully in the future.

Our industry is highly competitive and subject to pricing cycles that can be pronounced. We compete solely in the United States insurance markets. Most of our competitors have incurred net losses before net realized gains in investments in 2017greater financial resources than we do and 2016have established long term and may incur further net losses before net realized gains in investments ifcontinuing business relationships throughout the industry, which can be a significant competitive advantage. If we are unable to generate significant net income undersuccessfully compete against these companies our existing agency and reinsurance agreements.

We incurred net losses before net realized gains on investments of $.8 million and $1.1 million for the years ended December 31, 2017 and December 31, 2016, respectively, due mainly to the costs incurred in the development of and implementation of our business plan.

On September 25, 2009, APSL entered into the Agency Agreement with C&F pursuant to which C&F appointed APSL as an agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling,non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. Also on September 25, 2009, AMIC Ltd. entered into the reinsurance agreement with C&F pursuant to which C&F agrees to cede and AMIC Ltd.

agrees to accept as reinsurance a fifty percent (50%) quota share of C&F’s liability under insurance written by APSL on behalf of C&F and classified by C&F as accountants’ professional liability and lawyers’ professional liability.

If our agreements with C&F are terminated or C&F chooses not to renew them, our ability to generate revenue would be adversely affected.

We anticipate that the great majority of our revenue in the near future will be derived from (i) the commissions earned by APSL, a wholly owned subsidiary of Mezco which is a wholly owned subsidiary of AmerInst, through the Agency Agreement with C&F and (ii) the reinsurance activity under the Reinsurance Agreement between AMIC Ltd., our wholly owned subsidiary, and C&F. Therefore if C&F should terminate or choose not to renew one or both of those agreements or should renew them on terms less favorable to us, our ability to generate revenue mayprofitability could be adversely affected.

Our Bermuda entities could become subject to regulation or taxationAdverse changes in the United States.economy generally, like we are experiencing, may materially and adversely affect our business and results of operations, and these conditions may not improve in the near future.

None

As seen with the recent COVID-19 pandemic, adverse changes in market conditions and stability of the global credit markets present risks and uncertainties for our Bermuda entities are licensed or admitted asbusiness. Depending on future market conditions, we could incur substantial realized and unrealized losses in future periods, which could have an insurer, nor accredited as a reinsurer, in any jurisdictionadverse impact on our results of operations and financial condition. In particular, deterioration in the United States. However, the majority of our revenue is derived from (i) commissions earned by APSL, our Delaware subsidiary, through the Agency Agreement with C&F and (ii) the Reinsurance Agreement between AMIC Ltd. and C&F which represent a group of insurance companies domiciled primarily in the United States. We conduct our insurance business through offices in Bermuda and do not maintain an office, nor do our personnel solicit insurance business, resolve claims or conduct other insurance business, in the United States. While we do not believe we are in violation of insurance laws of any jurisdiction in the United States, inquiries or challengesequity markets could lead to our insurance and reinsurance activities could be raised in the future. It is possible that,investment losses. Depending on market conditions going forward, particularly if we were to become subject to any laws of this type at any timemarket conditions turn negative in the future, we may not becould incur substantial realized and unrealized losses in compliance with the requirements of those laws.

We believe thatfuture periods, which could have an adverse impact on ournon-U.S. companies have operated and will continue to operate their respective businesses in a manner that will not cause them to be subject to U.S. tax (other than U.S. federal excise tax on insurance and reinsurance premiums and withholding tax on specified investment income from U.S. sources) on the basis that none of them are engaged in a U.S. trade or business. However, there are no definitive standards under current law as to those activities that constitute a U.S. trade or business and the determination of whether anon-U.S. company is engaged in a U.S. trade or business is inherently factual. Therefore, it is possible that the U.S. Internal Revenue Service might contend that one or more of ournon-U.S. companies is engaged in a U.S. trade or business. If AMIC Ltd. or any of our othernon-U.S. companies is engaged in a U.S. trade or business and does not qualify for benefits under the applicable income tax treaty, such company may be subject to (i) U.S. federal income taxation at regular corporate rates on its premium income from U.S. sources and investment income that is effectively connected with its U.S. trade or business, and (ii) a U.S. federal branch profits tax on the earnings and profits attributable to such income. All of the premium income from U.S. sources and a significant portion of such company’s investment income may be subject to U.S. federal income and branch profits taxes.

If AMIC Ltd. or any of our othernon-U.S. companies is engaged in a U.S. trade or business and qualifies for benefits under the United States-Bermuda tax treaty, U.S. federal income taxation of such subsidiary will depend on whether (i) it maintains a U.S. permanent establishment and (ii) the relief from taxation under the treaty generally applies tonon-premium income. We believe that AMIC Ltd. has operated and will continue to operate its business in a manner that will not cause it to maintain a U.S. permanent establishment. However, the determination of whether an insurance company maintains a U.S. permanent establishment is inherently factual. Therefore, it is possible that the U.S. Internal Revenue Service might successfully assert that any of our Bermuda entities maintains a U.S. permanent establishment. In such case, such Bermuda entity may be subject to U.S. federal income tax at regular corporate rates and branch profit tax. Furthermore, although the provisions of the treaty clearly apply to premium income, it is uncertain whether they generally apply to other income of a Bermuda insurance company as well.

We believe U.S. federal income tax, if imposed, would be based on effectively connected or attributable income of anon-U.S. company computed in a manner generally analogous to that applied to the income of a U.S. corporation, except that all deductions and credits claimed by anon-U.S. company in a taxable year can be disallowed if the company does not file a U.S. federal income tax return for such year. Penalties may be assessed for failure to file such return. If any of ournon-U.S. companies is subject to such U.S. federal taxation, our financial condition and results of operations and financial condition. Market volatility may also make it more difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may have significant period-to-period changes that could be materially adversely affected.have a material adverse effect on our results of operations or financial condition.

We participate in a potentially unprofitable, unstable industry.

The professional liability insurance industry is volatile and often sees fluctuations both in the frequency and severity of claims, particularly severity. This is aggravated by the casualty insurance cycle, which over a period of years varies from a hard market with high or increasing premiums charged for risk, to a soft market with low or decreasing premiums being charged. The combination of volatility and insurance cycle variation results in a high degree of unpredictability of underwriting results from year to year. As a reinsurer, we are directly influenced by the premium competition in the primary market, and as a quota share reinsurer, we are directly dependent on the underwriting results of our cedants. Consequently, our revenue could be adversely affected by factors beyond our control, including those mentioned abovedescribed in this report and other factors.

Business and Operational Risks

Our industry is highly competitiveWe have incurred net losses before net realized and unrealized gains (losses) in investments and taxes in 2021 and 2020 and may incur further net losses before net realized gains (losses) in investments and taxes if we may not be ableare unable to compete successfully in the future.generate significant net income under our existing agency agreements.

Our industry is highly competitive

We incurred net losses before net realized and subjectunrealized gains (losses) on investments and taxes of $1.5 million and $11.8 million for the years ended December 31, 2021 and December 31, 2020, respectively, due mainly to pricing cycles that can be pronounced. We compete solelythe costs to fund our operations and to higher than expected loss emergence on the Company’s lawyers’ book of business.

In 2009, Protexure entered into the C&F Agency Agreement pursuant to which C&F appointed Protexure as an agent for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling, non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in all 50 states of the United States and the District of Columbia. Also in 2009, AMIC Ltd. entered into the reinsurance agreement with C&F pursuant to which C&F agrees to cede and AMIC Ltd. agrees to accept as reinsurance a fifty percent (50%) quota share of C&F’s liability under insurance markets. Mostwritten by Protexure on behalf of our competitorsC&F and classified by C&F as accountants’ professional liability and lawyers’ professional liability.

The reinsurance agreement with C&F was cancelled by the parties effective March 2021. In addition, the C&F Agency Agreement will terminate on March 31, 2022, and effective January 1, 2022, Protexure entered into the ISMIE Agency Agreement. As a result, Protexure will transition the lawyers and accountants’ professional liability previously written with C&F to ISMIE in accordance with the ISMIE Agency Agreement.

Going forward, the company will no longer have greater financial resources than we doreinsurance operations and have established long term and continuing business relationships throughout the industry, which can be a significant competitive advantage.thus will rely solely on Protexure to generate income.    If we are unable to successfully compete against these companies ourincrease Protexure’s profitability could be adversely affected.

Our investment return may not be sufficient to offset underwriting losses, which could negatively impact our net income.

Our investment income is subject to variation due to fluctuations of market interest rates on our fixed-income portfolio, and fluctuations of stock prices in our equity portfolio. If such investment income is not sufficient to offset potential underwriting losses or our capital and reserves are not sufficient to absorb adverse underwriting or investment results, our profitability would be adversely affected.

Our inability to retain senior executives and other key personnel could adversely affect our business.

The success of our business plan is dependent upon our ability to retain APSL senior executives and other qualified APSL employees. In 2009, APSL entered into an employmentunder the new agency agreement with Mr. Kyle Nieman, President and CEO of APSL. Mr. Nieman has more than 35 years of insurance industry experience. In addition, a number of AmerInst’s operating activities as well as certain management functions are performed by outside parties. If such outside parties and APSL’s key employees did not renew their relationships with APSL, or would do so only upon terms that were not acceptable to APSL, our business could be harmed.

Your ownership of our shares does not guarantee insurance coverage.

The ownership of our common shares by an accounting firm, legal firm or individual practitioner will not guarantee that such firm or individual will thereafter be able to obtain professional liability insurance under policies reinsured by AMIC Ltd., or that such insurance will be competitively priced.

There is no market for our shares and our shares may be subject to restrictions on transfer.

There is currently no market for our common shares and it is unlikely that a market will develop. Our common shares are not listed on any stock exchange or automated quotation system. Under ourBye-Laws, our

Board of Directors has the authority to prohibit all transfers of our shares. As a result, you may be required to hold your shares for an indefinite period of time and will potentially bear the economic risk of holding such shares indefinitely.

Reinsurance may not be available to us, which could increase our risk of incurring losses.

In order to limit the effect of large and multiple losses on our financial condition, AMIC Ltd. may, in the future, seek reinsurance for its own account. From time to time, market conditions have limited the availability of reinsurance, and in some cases have prevented insurers and reinsurers from obtaining the types and amounts of reinsurance which they consider adequate for their business needs. If AMIC Ltd. is unable to obtain the desired amounts of reinsurance, or, if it is able to obtain such reinsurance only on terms not sufficiently favorable to operate profitably, we could be adversely affected.

Adverse changes in the economy generally may materially and adversely affect our business and results of operations, and these conditions may not improve in the near future.

Adverse changes in the current market conditions or stability of the global credit markets would likely present additional risks and uncertainties for our business. Depending on future market conditions, we could incur substantial additional realized and unrealized losses in future periods which could have an adverse impact on our results of operations and financial condition. Market volatilityif unfavorable market conditions continue, we may also make it more difficultcontinue to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may have significantperiod-to-period changes that could have a material adverse effect on our results of operations or financial condition.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

Despite the security measures taken by Citadel Management Bermuda Limited, our management company, APSL and our consultants, their information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise their networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties and damage our reputation,incur net losses, which could adversely affect our business.financial condition.

WeIf our agreement with ISMIE is terminated or ISMIE chooses not to renew the agreement, our ability to generate revenue would be adversely affected.

The large majority of our revenue will be derived from commissions earned by Protexure through the ISMIE Agency Agreement. The initial term of the ISMIE Agency Agreement is for 2 years with automatic one-year renewals thereafter. If ISMIE should terminate, choose not to renew the agreement or renew it on terms less favorable to us, our ability to generate revenue may be impacted by claims relating to financial market turmoil.materially and adversely affected.

We reinsure professional liability insurance for certified public accountants and attorneys. The financial institutions and financial services segment may be particularly impacted by potential financial market turmoil. As a result, accountants and lawyers that service this industry may be subject to additional claims. This may give rise to increased litigation, including class action suits, which may involve clients of parties for which we provide reinsurance. To the extent we have claims relating to these events, it could cause substantial volatility in our financial results and could have a material adverse effect on our financial condition and results of operations.

Actual claims may exceed our reserves for unpaid losses and loss adjustment expenses which could cause our earnings to be overstated.

Our success depends on our ability to accurately assess the risks associated with the businesses that we insure or reinsure.insure. We establish loss reserves to cover our estimated liability for the payment of all losses and loss adjustment expenses we expect to incur with respect to the policies we write and reinsure.write. Loss reserves do not represent an exact calculation of liability. Rather, loss reserves are estimates of what we expect the ultimate resolution and administration of claims will cost. These estimates are based on actuarial and statistical

projections and on our assessment of currently available data, as well as estimates of future trends in claims severity and frequency, judicial theories of liability and other factors. Loss reserve estimates are refined as experience develops and claims are reported and resolved. Establishing an appropriate level of loss reserves is an inherently uncertain process and it is therefore possible that our reserves at any given time could prove to be inadequate.

In establishing our loss reserve, we estimate our net losses based on historical and actuarial analyses of claims information. Actual losses may vary from those estimated and will be adjusted in the period in which further information becomes available. To the extent we determine that actual losses or loss adjustment expenses exceed our expectations and the reserves reflected in our financial statements, we will be required to increase our reserves, through an increase in our provision for unpaid loss and loss adjustment expense, to reflect our changed expectations. Material additions to our reserves through this provision would adversely impact our net income and capital in future periods while having the effect of overstating our current period earnings.

LegislativeOur inability to retain senior executives and regulatory requirementsother key personnel could have a material adverse effect onadversely affect our business.

We

The success of our business plan is dependent upon our ability to retain Protexure senior executives and other qualified Protexure employees. In 2019, Protexure entered into an employment agreement with Mr. Kyle Nieman, President and CEO of Protexure. Mr. Nieman has more than 37 years of insurance industry experience. In addition, a number of AmerInst’s operating activities as well as certain management functions are performed by outside parties. If such outside parties and Protexure’s key employees did not renew their relationships with AmerInst and Protexure, or would do so only upon terms that were not acceptable to AmerInst and Protexure, our business could be harmed.

There is no market for our shares and our subsidiariesshares may be subject to restrictions on transfer.

There is currently no market for our common shares and it is unlikely that a market will develop. Our common shares are not listed on any stock exchange or automated quotation system. Under our Bye-Laws, our Board of Directors has the authority to prohibit all transfers of our shares. As a result, you may be required to comply withhold your shares for an indefinite period of time and will potentially bear the economic risk of holding such shares indefinitely.

Anti-takeover provisions could make it more difficult for a wide variety of laws and regulations applicablethird party to insurance or reinsurance companies. The insurance and regulatory environment, in particular for offshore insurance and reinsurance companies, has become subject to increased scrutiny in many jurisdictions, including in the United States. In the past, there have been Congressional and other initiatives in the United States proposing to increase supervision and regulation of the insurance industry. It is not possible to predict the future impact of changes in laws and regulations on our operations and the cost of complying with any such new legal requirements could have a material adverse effect on our business.acquire us, which makes your investment more illiquid.

Our Bermuda insurance subsidiary,

AMIC Ltd., is registered as a Class 3A insurerour subsidiary, currently owns approximately 37.59% of our outstanding shares of common stock and is subject to regulation and supervision in Bermuda. The applicablemay purchase additional shares. Under Bermuda statutes and regulations generally are designed to protect insureds, ceding insurance companies and note holders rather than shareholders. Among other things, those statutes and regulations requirelaw, shares owned by AMIC Ltd. to:are deemed issued and outstanding and can be voted by AMIC Ltd. at the direction of AMIC Ltd.’s board of directors, which is effectively controlled by our board of directors which, consequently, may hinder or prohibit a change in control transaction not approved by us.

Anynon-compliance with these and other requirements imposed under applicable law could result in penalties or enforcement actions being taken against AMIC Ltd.,directors which could have the effect of delaying or preventing a material adverse effect on our business.change of control or management.

As a shareholder of a Bermuda company, you may have greater difficulties in protecting your interests than as a shareholder of a U.S. corporation.

The Companies Act, which applies to us and our Bermuda subsidiaries, differs in many material respects from laws generally applicable to U.S. corporations and their shareholders. These differences may result in your having greater difficulties in protecting your interests as a shareholder of our company than you would have as a shareholder of a U.S. corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with the Company, what approvals are required for business combinations by the Company with a large shareholder or a wholly owned subsidiary, what rights you may have as a shareholder to enforce specified provisions of the Companies Act or ourBye-laws, and the circumstances under which we may indemnify our directors and officers.

Anti-takeover provisionsThe ongoing COVID-19 pandemic and the associated governmental responses could make it more difficult for a third party to acquire us, which makes your investment more illiquid.materially adversely affect our business.

Investco,

The COVID-19 pandemic continued to adversely impact the U.S. economy and financial markets. New variants of the COVID-19 virus or a resurgence in infection rates could lead to a reduction in economic activity, resulting in a decline in demand for our subsidiary, currently owns approximately 35.26%products. The pandemic could also have a more significant impact on our claims experience in future periods, resulting in a decrease in profitability.

Actions taken in response to the pandemic by federal, state and local government authorities, including state insurance departments, could, individually or in the aggregate, adversely affect our business. In addition, a resurgence in infection rates could impact the financial markets.

Technology Risks

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

Despite the security measures taken by Davies Captive Management Limited, our management company, Protexure and our consultants and other third parties with whom we share information, our or their information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise their networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Additionally, many companies have increasingly reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage. Cybersecurity issues, such as security breaches and computer viruses, affecting our information technology systems or those of third parties with whom we share information, could disrupt our business, result in the unintended disclosure or misuse of confidential or proprietary information, increase our costs, and cause losses. Additionally, any unauthorized access, disclosure or other loss of information could also result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties and damage our reputation, which could adversely affect our business.

Regulatory and Compliance Risks

Our Bermuda entities could become subject to regulation or taxation in the United States, which could negatively impact our net earnings.

None of our outstanding sharesBermuda entities are licensed or admitted as an insurer, nor accredited as a reinsurer, in any jurisdiction in the United States. However, the majority of common stockour future revenue will be derived from commissions earned by Protexure, a Delaware corporation, through the ISMIE Agency Agreement. We conduct our insurance business through offices in Bermuda and do not maintain an office, nor do our personnel solicit insurance business, resolve claims or conduct other insurance business, in the United States. While we do not believe we are in violation of insurance laws of any jurisdiction in the United States, inquiries or challenges to our insurance or prior reinsurance activities could be raised in the future. It is possible that, if we were to become subject to any laws of this type at any time in the future, we may not be in compliance with the requirements of those laws.

We believe that our non-U.S. companies have operated and will continue to operate their respective businesses in a manner that will not cause them to be subject to U.S. tax (other than U.S. federal excise tax on insurance and reinsurance premiums and withholding tax on specified investment income from U.S. sources) on the basis that none of them are engaged in a U.S. trade or business. However, there are no definitive standards under current law as to those activities that constitute a U.S. trade or business and the determination of whether a non-U.S. company is engaged in a U.S. trade or business is inherently factual. Therefore, it is possible that the U.S. Internal Revenue Service might contend that one or more of our non-U.S. companies is engaged in a U.S. trade or business. If AMIC Ltd. or any of our other non-U.S. companies is engaged in a U.S. trade or business and does not qualify for benefits under the applicable income tax treaty, such company may be subject to (i) U.S. federal income taxation at regular corporate rates on its premium income from U.S. sources and investment income that is effectively connected with its U.S. trade or business, and (ii) a U.S. federal branch profits tax on the earnings and profits attributable to such income. All of the premium income from U.S. sources and a significant portion of such company’s investment income may be subject to U.S. federal income and branch profits taxes.

If AMIC Ltd. or any of our other non-U.S. companies is engaged in a U.S. trade or business and qualifies for benefits under the United States-Bermuda tax treaty, U.S. federal income taxation of such subsidiary will depend on whether (i) it maintains a U.S. permanent establishment, and (ii) the relief from taxation under the treaty generally applies to non-premium income. We believe that AMIC Ltd. has operated and will continue to operate its business in a manner that will not cause it to maintain a U.S. permanent establishment. However, the abilitydetermination of whether an insurance company maintains a U.S. permanent establishment is inherently factual. Therefore, it is possible that the U.S. Internal Revenue Service might successfully assert that any of our Bermuda entities maintains a U.S. permanent establishment. In such case, such Bermuda entity may be subject to purchase additional shares. UnderU.S. federal income tax at regular corporate rates and branch profit tax. Furthermore, although the provisions of the treaty clearly apply to premium income, it is uncertain whether they generally apply to other income of a Bermuda law, shares ownedinsurance company as well.

We believe U.S. federal income tax, if imposed, would be based on effectively connected or attributable income of a non-U.S. company computed in a manner generally analogous to that applied to the income of a U.S. corporation, except that all deductions and credits claimed by Investco are deemed issued and outstanding anda non-U.S. company in a taxable year can be voted by Investco atdisallowed if the directioncompany does not file a U.S. federal income tax return for such year. Penalties may be assessed for failure to file such return. If any of Investco’s boardour non-U.S. companies is subject to such U.S. federal taxation, our financial condition and results of directors,operations could be materially adversely affected.

On December 22, 2017, the US government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act contains modifications to certain provisions relating to passive foreign investment company (“PFIC”) status including an exception for foreign insurance companies ("PFIC insurance exception"). Generally, a company is considered a PFIC where 75% or more of its income constitutes “passive income” or 50% or more of its assets were held to produce “passive income”. The Tax Act modified the PFIC insurance exception to apply, inter alia, to insurance companies whose reserves constitute more than 25% of the company’s gross assets. We believe that the Company is not a PFIC as our non-U.S. subsidiaries that are insurance companies meet the PFIC insurance exception. We also believe that Protexture meets the qualifying domestic company exception. PFIC characterization of the Company under these rules could result in adverse tax consequences to U.S. persons who own our ordinary shares, but we do not believe the Company or its subsidiaries should be characterized as a PFIC under the rules.

The Organization for Economic Co-operation and Development (the "OECD") Pillar II initiative is intended to propose a global minimum tax rate of 15% amongst its 140 member nations and other adopting countries. On December 20, 2021, the OECD released the final model rules on Pillar II (“Model Rules”), which may hinder or prohibitnations can adopt into local legislation to implement Pillar II on a change in control transaction not approved by us.global basis. Two components of the Model Rules, the Income Inclusion Rule (“IIR”) and the Under-Taxed Payment Rule (“UTPR”), could potentially be applicable to our operations:

In addition,

How the IIR impacts our operations depends on whether Bermuda adopts this portion of the Model Rules. The impact of the UTPR is likely reduced because our Statementoperations are limited to Bermuda and the United States. The OECD is targeting the implementation of Share Ownership Policy limits each shareholderthe IIR by 2023, and UTPR by 2024.

Accordingly, should we become subject to the Pillar II rules in the future, this could result in an increase in the total amount of tax we pay, thereby having a material adverse impact on our business operations.

Legislative and regulatory requirements could have a material adverse effect on our business.

We and our subsidiaries are required to comply with a wide variety of laws and regulations applicable to insurance or reinsurance companies. The insurance and regulatory environment, in particular for offshore insurance and reinsurance companies, has become subject to increased scrutiny in many jurisdictions, including in the United States. In the past, there have been Congressional and other initiatives in the United States proposing to increase supervision and regulation of the insurance industry. It is not possible to predict the future impact of changes in laws and regulations on our operations and the cost of complying with any such new legal requirements could have a material adverse effect on our business.

Our Bermuda insurance subsidiary, AMIC Ltd., is registered as a Class 3A insurer and is subject to regulation and supervision in Bermuda. The applicable Bermuda statutes and regulations generally are designed to protect insureds, ceding insurance companies and note holders rather than Investco to owning no more than 20,000 shares of our common stock,shareholders. Among other things, those statutes and ourBye-laws permit our board of directors to implement provisions requiring board approval of all transfers of common stock, it may be difficult for any individualregulations require AMIC Ltd. to:

Any non-compliance with these and other requirements imposed under applicable law could result in penalties or entity to obtain voting control of AmerInst.

Finally, ourBye-laws provide for a classified board of directorsenforcement actions being taken against AMIC Ltd., which could have thea material adverse effect of delaying or preventing a change of control or management.on our business.

Item1B. Unresolved Staff Comments

None.

Item2. Properties

Lease commitments

APSL

Protexture leases office space in Lisle, Illinois under anon-cancellable lease agreement. The lease is renewable at the option of the lessee under certain conditions. In June 2021, the company executed a lease extension to July 31, 2023. Minimum lease payments, subsequent to December 31, 2017,2021 are as follows:$100,470 in 2022 and $60,331 in 2023.

Item3. Legal Proceedings.

The Company is not a party to any material legal proceedings.

Item4. Mine Safety Disclosures

Not Applicable.

PART II

Item5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Currently, there is no public market for our common stock, but we have historically caused Investco topermitted AMIC Ltd.to purchase shares from our shareholders upon their death, disability or retirement from the practice of public accounting. The repurchase price has historically been set to theyear-end net book value per share for the most recently completed fiscal year reduced by the amount of any dividends already paid on the repurchased shares during the calendar year of the repurchase and any dividends the shareholder would be entitled to receive on the repurchased shares that have not been paid. In addition, the BMA has authorized InvestcoAMIC Ltd. to purchase shares on a negotiatedcase-by-case basis, and InvestcoAMIC Ltd. has typically negotiated share repurchases when requested by Companyour shareholders.

On February 25, 2011, the Board of Directors amended and restated AmerInst’s Statement of Share Ownership Policy to better manage our cash flow from year to year. Under the revised policy, we limit Investco’sAMIC Ltd.’s repurchase of our common stock to $500,000 per calendar year. In addition, Investco isAMIC Ltd.is only authorized to repurchase shares, withoutwith Board approval, from shareholders upon their death, disability or retirement from the practice of public accounting. Except as approved byIn October 2020, the Board negotiated purchases that do not satisfy these criteria have beentemporarily (i) suspended the amended and restated AmerInst’s Statement of Share Ownership Policy and (ii) discontinued for the foreseeable future.repurchases of our common stock, as a measure to preserve the Company’s capital base. In the future, the Board may consider reinstating the amended and restated AmerInst’s Statement of Share Ownership Policy if market conditions and the Company’s capital base support reinstatement.

The Bermuda Monetary Authority has authorized InvestcoAMIC Ltd. to purchase our common shares from shareholders who have died or retired from the practice of public accounting and also on a negotiated basis. Through December 31, 2017, Investco2021, AMIC Ltd. had purchased an aggregate of 201,069232,979 common shares from shareholders who had died or retired for a total aggregate purchase price of $5,687,643.$6,653,703. The following table shows information relating to the purchase of shares from shareholders who have died or retired from the practice of accounting as described above during the three month period ended December 31, 2017.2021.

common stock as of December 31, 2016. These options vest in five equal annual installments beginning on March 3, 2018.

As of December 31, 2017,February 28, 2022, there were 1,6601,558 holders of record of our common shares. During 2017,2021 and 2020, we paid totalno ordinary cash dividends of $323,323, which represented a single annual dividend of $0.50 per share. During 2016, we paid total ordinary cash dividends of $325,479, which represented two semi- annual dividends of $0.25 per share. During 2017, the dividend amount paid was reduced by $19,404, which represented a write back of uncashed dividends issued prior to 2012 to shareholders that we have been unable to locate. During 2016, the dividend amount paid was reduced by $19,720, which represented a write back of uncashed dividends issued prior to 2011 to shareholders that we have been unable to locate.dividends. The declaration of dividends by our Board of Directors is dependent upon our capacity to insure or reinsure business, profitability, financial condition, and other factors which the Board of Directors may deem appropriate. As described under “Item 1. – Business”, under Bermuda law, AMIC Ltd. is prohibited from declaring or paying any dividend to AmerInst if such payment would reduce the net realizable value of its assets to an amount less than the aggregate value of its liabilities, issued share capital and share premium accounts. In addition, AMIC Ltd. must be able to pay its liabilities as they fall due after the payment of a dividend.

Item6. Selected Financial DataReserved

Not applicable.

Item7. Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) provides supplemental information, which sets forth management’s views of the major factors that have affected our financial condition and results of operations that should be read in conjunction with our consolidated financial statements and notes thereto included in this Form10-K. The MD&A is divided into subsections entitled “Business Overview,” “Critical Accounting Policies,” “Results of Operations,” “Fair Value of Investments,” “Liquidity and Capital Resources” and “Losses and Loss Adjustment Expenses.”

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form10-K, including this MD&A section, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements.

All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in our forward-looking statements. Please see the Introductory Note and Item 1A “Risk Factors” of this Form10-K for a discussion of factors that could cause our actual results to differ materially from those in the forward-looking statements. However, the risk factors listed in Item 1A “Risk Factors” or discussed in this Form10-K should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s analysis only as of the date they are made. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The following discussion addresses our financial condition and results of operations for the periods and as of the dates indicated.

Business Overview

We are an insurance holding company based in Bermuda owned primarily by accounting firms, persons associated with accounting firms, and individual CPA practitioners. We were formed in response to concerns about the pricing and availability of accountants’ professional liability insurance in a difficult or “hard” market. Our mission is to provide insurance protection for professional service firms and engage in investment activities. Through APSL,Protexure, we act as an agent for C&F for the purposes of soliciting, underwriting, quoting, binding, issuing, cancelling,non-renewing and endorsing accountants’ professional liability and lawyers’ professional liability insurance coverage in 42 states of the United States and the District of Columbia. Prior to October 2020, Protexure had acted as an agent for C&F for all aforementioned business in all 50 states of the United States and the District of Columbia. We conduct our reinsurance business through AMIC Ltd., our wholly owned subsidiary,Columbia.In October 2021, C&F and Protexure signed an addendum to the C&F Agency Agreement which is a registered insurer in Bermuda. We are prepared, subjectterminates the C&F Agency Agreement effective March 31, 2022.  Under the terms of the signed addendum, Protexure will be permitted to obtainingissue new and renewal professional liability policies on C&F paper with effective dates no later than March 31, 2022.  Effective January 1, 2022, Protexure entered into an agency agreement with Amwins Specialty Casualty Solutions, LLC. on behalf of ISMIE Mutual Insurance Company. Protexure will transition the required licenseslawyers and registrations, to act as a direct issuer of accountants’ professional liability insurance policies. Our investment portfolio is held in and managed by Investco, which is a subsidiary of AMIC Ltd.previously written with C&F to ISMIE under the ISMIE Agency Agreement.

AmerInst has two reportable segments: (1) reinsurance activity, which includeshad included investments and other activities, and (2) insurance activity, which offersoffered professional liability solutions to professional service firms. See Note 13,14, Segment Information, of the notes to the consolidated financial statements contained in Item 8 of this annual report on Form10-K for financial information concerning these segments.

Our reinsurance segment had revenues of $10,752,287$3,213,768 for the year ended December 31, 20172021 and $9,954,786$10,463,588 for the year ended December 31, 2016.2020. Total losses and expenses for this segment were $10,284,179$4,013,676 for the year ended December 31, 20172021 and $8,491,488$27,498,921 for the year ended December 31, 2016.2020. This resulted in a segment incomeloss of $468,108$799,908 and $1,463,298$17,035,333 for the years ended December 31, 20172021 and 2016,2020, respectively. In 2021 the reinsurance segment of the business ceased operations.

Our insurance segment had revenues of $4,782,921$3,405,122 for the year ended December 31, 20172021 and $4,047,310$5,702,708 for the year ended December 31, 2016.2020. Operating and management expenses were $4,514,036$4,199,245 for the year ended December 31, 20172021 and $4,039,285$3,259,590 for the year ended December 31, 2016.2020. This resulted in segment (loss) income of $268,885$(794,123) and $8,025$2,443,118 for the years ended December 31, 20172021 and 2016,2020, respectively.

Our results of operations for the years ended December 31, 20172021 and December 31, 20162020 are discussed in greater detail below.

We operate our business with no material long-term debt, no capital lease obligations, no purchase obligations, and nooff-balance sheet arrangements required to be disclosed under applicable rules of the SEC. Our access to operating cash flows is primarily through the payment of dividends from our subsidiaries.

Critical Accounting Policies

Basis of Presentation

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The major estimates reflected in the Company’sour financial statements include but are not limited to the liability for loss and loss adjustment expenses and other than temporary impairment of investments.

Unpaid Losses and Loss Adjustment Expense Reserves

As a result of the commutation agreements noted above under Reinsurance Agreements and Historical Relationship with CAMICO the Companies unpaid losses and loss adjustment expenses reserves are $0. The amount that we recordrecorded as our liability for loss and loss adjustment expenses iswas a major determinant of net income each year. As discussed in more detail below under the heading “Losses and Loss Adjustment Expenses,” the amount that we have reserved is based on actuarial estimates which were prepared as of December 31, 2017.2020. Based on data received from the ceding companies (the insurance companies whose policies

we reinsure), our independent actuary produces a range of estimates with a “low,” “central” and “high” estimate of the loss and loss adjustment expenses. As of December 31, 2017,2020, the range of actuarially determined liability for loss and loss adjustment expense reserves was as follows: the low estimate was $9.1$17.9 million, the high estimate was $11.5$24.4 million, and the central estimate was $10.1$20.9 million. Due to our concerns about the severity and volatility of the type of business we reinsure and the length of time that it takes for claims to be reported and ultimately settled, we selected reserves of $11,228,507$20,936,677 as of December 31, 2017,2020, which is marginally greater than the midpoint between the central estimate and high estimate of our independent actuary.

Other than Temporary Impairment of Investments

Declines in the fair value of fixed income investments below cost are evaluated for other than temporary impairment losses. The evaluation for other than temporary impairment losses is a quantitative and qualitative process which is subject to risks and uncertainties in the determination of whether declines in the fair value of fixed income investments are other than temporary. The risks and uncertainties include our intent and ability to hold the security, changes in general economic conditions, the issuer’s financial condition or near termnear-term recovery prospects, and the effects of changes in interest rates. Our accounting policy requires that a decline in the value of a fixed income security below its cost basis be assessed to determine if the decline is other than temporary. If so, the fixed income security is deemed to be impaired, and a charge is recorded in net realized losses equal to the difference between the fair value and the cost basis of the fixed income security. The fair value of the impaired fixed income investment becomes its new cost basis.

Income Taxes

Our U.S. subsidiary operates in jurisdictions where they are subject to taxation. Current and deferred income taxes are charged or credited to net income based upon enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities used in the financial statements and those used in the various jurisdictional tax returns. When our assessment indicates that it is more likely than not that all or some portion of deferred income tax assets will not be realized, a valuation allowance is recorded against the deferred tax assets.

We recognize a tax benefit relating to uncertain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. A liability is recognized for any tax benefit (along with any interest and penalty, if applicable) claimed in a tax return in excess of the amount allowed to be recognized.

Results of Operations

Year ended December 31, 2021 compared to year ended December 31, 2020

We recorded a net incomeloss of $736,993 in 2017 compared to net income of $1,471,323 in 2016. The decrease in net income was mainly attributable to the decrease in realized gains on investments net of impairment from $2,555,767$1,594,031 for the year ended December 31, 20162021 compared to $1,555,178a net loss of $14,592,215 for the same period in 2020. The decrease in net loss was mainly attributable to (i) the decrease in loss and loss adjustment expenses of $17,378,004 – from $18,856,370 for the year ended December 31, 2017 as a result of decreased sales of equity securities in an unrealized gain position during 2017 compared2020 to 2016 and to the increase in operating and management expenses from $5,211,450 in 2016 to $5,864,424 in 2017, as discussed in further detail below. This was partially offset by the increase in commission income from $4,044,726 in 2016 to $4,779,796 in 2017 as a result of a higher volume of premiums written under the Agency Agreement.

Our net premiums earned were $8,800,758$1,478,366 for the year ended December 31, 2017 compared to $7,124,0662021. (ii) the increase in net realized and unrealized gains on investments of $2,191,209 – from a $1,764,276 loss for the year ended December 31, 2016, an2020 to a $426,933 gain for the year ended December 31, 2021 and (iii) the decrease in operating and management expenses of $776,965 – from $5,543,889 for the year ended December 31, 2020 to $4,766,924 for the year ended December 31, 2021, as discussed below. The increase in net income was partially offset by a decrease in commission income of $1,676,692 or 23.5%. The$2,293,601 – from $5,698,299 for the year ended December 31, 2020 to $3,404,698 for the year ended December 31, 2021, as also discussed below.

Our net premiums earned during 2017 and 2016for the year ended December 31, 2021 were $2,581,408 compared to $11,848,463 for the year ended December 31, 2020, a decrease of $9,267,055 or 78.2%. Our net premiums earned were attributable to net premium cessions from C&F under the Reinsurance Agreement. The increase inAs noted above, the Company entered into the Commutation Agreement with C&F effective March 31, 2021. Therefore, no premiums subsequent to that date were ceded to the company. Our net premium earned for the year ended December 31, 2021 represents our net premiums earned underduring the Reinsurance Agreement resulted from increased cessions from C&F in 2017, arising from a higher volume of underwriting activity underthree months ended March 31, 2021. Our net premium earned for the Agency Agreement. The higher volume of underwriting activity was due to (i) the continued marketing of the program by APSL resulted in increased penetration in targeted markets and (ii) the acquisition of the renewal rights to a book of professional liability business in July 2017.

For the yearsyear ended December 31, 20172020 represents our net premiums earned during that entire year.

During the year ended December 31, 2021 and 2016,2020, we recorded commission income under the C&F Agency Agreement of $4,779,796$3,404,698 and $4,044,726,$5,698,299, respectively, an increasea decrease of $735,070$2,293,601 or 18.2%40.3%. This increasedecrease resulted from the higherlower volume of premiums written under the C&F Agency Agreement during the year ended December 31, 2021 compared to the year ended December 31, 2020, which is primarily attributable to an October 2020 notice from C&F to cease writing business in 2017, as referred to above.eight states under the C&F Agency Agreement.

We recorded net investment income of $399,476$205,851 during the year ended December 31, 2021 compared to $383,810 for the year ended December 31, 2017 compared2020. The decrease in net investment income was mainly attributable to $277,537 fora decrease in dividend income and interest income from a reduced holdings of equity securities and fixed income securities in our investment portfolio, respectively, during the year ended December 31, 2016, an increase of $121,939 or 43.9%.2021 compared to the same period in 2020. In September 2021, the Company liquidated its entire investment in fixed income securities and equity securities as a measure to fund its commitment under the Commutation Agreement. The increasedecrease in net investment income was duepartially offset by a decrease in investment expenses during the year ended December 31, 2021 compared to the increasesame period in dividend income,2020 as a result of a decrease in investment management fees, which wasis attributable to a certain higher yieldingthe aforementioned decrease in equity security held in our investment portfolio during 2017 compared to 2016 and to the increase in interest income, which was attributable to higher yielding fixed income securities held in our investment portfolio during 2017 compared to 2016 and to a larger base of fixed income securities held in our investment portfolio during 2017 compared to 2016. Annualizedportfolio. The annualized investment yield, calculated as total interest and dividends divided by the net average amount of total investments and cash and cash equivalents, was 1.2% in 2017, a marginal increase fromfor the 1.0%year ended December 31, 2021, compared to the 1.1% yield earned in 2016.