Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 29, 2022, TRT Leaseco, LLC ("Kingsway Seller"), an indirect subsidiary of Kingsway Financial Services Inc. (the "Company"), completed its previously announced sale (the "TRT Sale") of certain real property in Liberty County, Texas that is currently operated as a railyard, pursuant to that certain Purchase and Sale Agreement (the "Agreement"), effective as of December 22, 2022, by and between Kingsway Seller and BNSF Dayton LLC ("Purchaser").

The material terms of the Agreement were previously disclosed in Item 1.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2022 (the "Announcement 8-K"), which is incorporated herein by reference. The description of the Agreement included or incorporated by reference in this Current Report on Form 8-K does not purport to be complete, and is subject to, and qualified in its entirety by, the terms of the Agreement, which was filed as Exhibit 10.1 to the Announcement 8-K, and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 29, 2022, the Company issued a press release announcing the closing of the TRT Sale. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The pro forma financial information required pursuant to Article 11 of Regulation S-X is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.



(d) Exhibits.


Exhibit
Number    Description

10.1        Purchase and Sale Agreement dated December 22, 2022, by and between
          TRT Leaseco, LLC, as Seller, and BNSF Dayton LLC, as Purchaser
          (incorporated by reference to Exhibit 10.1 to the Registrant's Current
          Report on Form 8-K filed with the Commission on December 23, 2022)
99.1        Kingsway Financial Services Inc. Press Release dated December 29,
          2022
99.2        Unaudited Pro Forma Financial Information
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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