KINGSWAY FINANCIAL SERVICES INC : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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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