---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-25-008045"
form_type: "8-K"
ticker: null
cik: "0001681903"
company_name: "ICC Holdings, Inc."
filed_at: "2025-03-17T23:59:59+00:00"
generated_at: "2026-05-24T15:52:01.556895+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# ICC Holdings acquired by Mutual Capital Holdings for $23.50/share; delisted from NASDAQ

## Summary
- Total aggregate consideration ~$73.8M cash; each ICCH share converted to $23.50.
- Merger effective March 13, 2025; ICCH now wholly owned subsidiary of Mutual Capital Holdings.
- ICCH common stock delisted from NASDAQ; trading suspended after March 12, 2025.
- Board members James Dingman, Joel Heriford, Daniel Portes, Christine Schmitt, Mark Schwab resigned at close.
- Company will file Form 15 to deregister common stock and cease SEC reporting obligations.

## SEC filing metadata
- accession: 0001437749-25-008045
- form_type: 8-K
- cik: 0001681903
- company_name: ICC Holdings, Inc.
- filed_at: 2025-03-17T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/icch20250317_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-25-008045
- JSON: https://secwatch.observer/filing/0001437749-25-008045.json
- Plain text: https://secwatch.observer/filing/0001437749-25-008045.txt

## Key facts
- Executive change
  James Dingman departed as director at ICC Holdings, Inc..
  - Action: ceased serving
  - Role: director
  source text: Each of James Dingman, Joel Heriford, Daniel Portes, Christine Schmitt, and Mark Schwab ceased serving as directors of ICCH.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm
- Executive change
  Christine Schmitt departed as director at ICC Holdings, Inc..
  - Action: ceased serving
  - Role: director
  source text: Each of James Dingman, Joel Heriford, Daniel Portes, Christine Schmitt, and Mark Schwab ceased serving as directors of ICCH.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm
- Executive change
  Daniel Portes departed as director at ICC Holdings, Inc..
  - Action: ceased serving
  - Role: director
  source text: Each of James Dingman, Joel Heriford, Daniel Portes, Christine Schmitt, and Mark Schwab ceased serving as directors of ICCH.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm
- Executive change
  Mark Schwab departed as director at ICC Holdings, Inc..
  - Action: ceased serving
  - Role: director
  source text: Each of James Dingman, Joel Heriford, Daniel Portes, Christine Schmitt, and Mark Schwab ceased serving as directors of ICCH.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm
- Executive change
  Joel Heriford departed as director at ICC Holdings, Inc..
  - Action: ceased serving
  - Role: director
  source text: Each of James Dingman, Joel Heriford, Daniel Portes, Christine Schmitt, and Mark Schwab ceased serving as directors of ICCH.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm
- M&A Transactions
  ICC Holdings, Inc. underwent a change of control involving Mutual Capital Holdings, Inc. for $23.50 in cash (closed 2025-03-13).
  - Action: change of control
  - Counterparty: Mutual Capital Holdings, Inc.
  - Consideration: $23.50 in cash
  - Closing: 2025-03-13
  source text: of ICCH (“ICCH Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by ICCH, was converted into the right to receive $23.50 in cash (the “Merger Consideration”). Upon the terms and subject to the conditions set forth in the MergerAgreement, at the Effective Time, each restricted stock unit of ICCH that
  evidence_url: https://www.sec.gov/Archives/edgar/data/1681903/000143774925008045/0001437749-25-008045-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.