SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Conifer Holdings, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

20731J102

(CUSIP Number)

Conifer Holdings, Inc.

3001 West Big Beaver Road, Suite 200

Troy, MI 48084

(248) 559-0840

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 20731J102 Page 2 of NUMPAGES \* MERGEFORMAT 7

(1)	Names of reporting persons James G. Petcoff
(2)	Check the appropriate box if a member of a group (see instructions) (a) ☐       (b) ☒
(3)	SEC use only
(4)	Source of funds (see instructions) PF
(5)	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)	Citizenship or place of organization United States of America
Number of		(7)	Sole voting power 3,437,647
shares beneficially owned by		(8)	Shared voting power 0
each reporting person		(9)	Sole dispositive power 3,437,647
with:		(10)	Shared dispositive power 0
(11)	Aggregate amount beneficially owned by each reporting person 3,437,647
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
(13)	Percent of class represented by amount in Row (11) 28.1%
(14)	Type of reporting person (see instructions) IN

SCHEDULE 13D

CUSIP No. 20731J102 Page 3 of NUMPAGES \* MERGEFORMAT 7

Item 1. Security and Issuer

This Schedule 13D is being filed with respect to shares of Common Stock issued by Conifer Holdings, Inc., whose principal executive offices are at 3001 West Big Beaver Road, Suite 200, Troy, MI 48084.

Item 2. Identity and Background

(a)James G. Petcoff.

(b)The principal business address for James G. Petcoff is 3001 West Big Beaver Road, Suite 200, Troy, MI 48084.

(c)James G. Petcoff is the Executive Chairman and Co-Chief Executive Officer of Conifer Holdings, Inc.

(d)During the last five years, James G. Petcoff has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)During the last five years, James G. Petcoff has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, they were or they became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)James G. Petcoff is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Considerations

Not applicable.

Item 4. Purpose of Transaction

Not applicable.

Item 5. Interest in Securities of the Issuer

(a)As of the time of this filing, James G. Petcoff beneficially owns 3,437,647 shares of the Issuer’s Common Stock, or a 28.1% ownership interest of the Issuer’s Common Stock.

(b)As of the time of this filing, James G. Petcoff has the sole power to vote or to direct the vote of 3,437,647 shares of the Issuer’s Common Stock. James G. Petcoff has the sole power to dispose or to direct the disposition of 3,437,647 shares of the Issuer's Common Stock.

(c)Not applicable.

(d)Not applicable.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On December 18, 2023, James G. Petcoff, Nicholas J. Petcoff, and Andrew Petcoff terminated the voting agreement they entered into on August 8, 2022.

Item 7. Material to be Filed as Exhibits

SCHEDULE 13D

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Exhibit Number	Exhibit Description
9.1	Termination Agreement dated December 18, 2023

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 22, 2023

Signature: /s/ James G. Petcoff

Name/Title: James G. Petcoff, Executive Chairman and Co-Chief Executive Officer

EX-9.1

TERMINATION Agreement

THIS TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2023 (the “Effective Date”) by and among James Petcoff (“Jim”), Nicholas Petcoff (“Nick”), Andrew Petcoff (“Andy”) and Conifer Holdings, Inc., a Michigan corporation (“Conifer”). Jim, Nick, Andrew and Conifer are collectively referred to in this Agreement as the “Parties” and each, without distinction, a “Party”.

Recitals

Whereas, Jim, Nick, Andy and Conifer entered into that certain Voting Agreement dated August 8, 2022 (the “Voting Agreement”); and

Whereas, the Parties desire to terminate the Voting Agreement together with certain of their rights and obligations under the Voting Agreement on the terms and conditions set forth in this Agreement.

Now, Therefore,in consideration for the mutual promises, agreements and covenants of the Parties contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Termination of the Voting Agreement; Transfer of Information.

(a)Termination of the Voting Agreement. Conifer, Jim, Nick and Andy hereby agree that the Voting Agreement shall terminate as of the Effective Date and all rights and obligations of each of the Parties under the Voting Agreement shall terminate and be of no further force or effect as of the Effective Date.

(b)Mutual Representations. Each Party hereby represents and warrants to each other Party that (a) such Party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement has been duly and validly approved by the Party, (c) no other corporate proceedings on the part of such Party are necessary to approve this Agreement, and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming due authorization, execution and delivery by the other Party) and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

2.Miscellaneous.

(a)Severability. If any provision of this Agreement is declared or determined by any arbitrator or court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and such illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

(b)Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties with respect to the matters contemplated hereby and supersedes and replaces any and all prior agreements and understandings concerning the matters covered herein, including, without limitation, the Voting Agreement. This Agreement may only be amended by a writing signed by the Parties. Capitalized terms used in this Agreement shall have the meanings assigned to them in the Voting Agreement.

(c)Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Parties hereto. This Agreement shall inure to the benefit of, and be binding upon, each Party’s respective successors and assigns.

(d)Governing Law; Consent to Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its principles of conflicts of laws. Each of the Parties irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of Michigan for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement, and consents to the laying of venue in such courts. EACH OF THE PARTIES KNOWINGLY AND

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VOLUNTARILY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(e)Counterparts/Electronic Execution and Delivery. This Agreement may be executed in one or more counterparts and by facsimile or electronic delivery, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Signatures of the Parties transmitted by facsimile or via .pdf format shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party hereto or to any such agreement or instrument, the other Party hereto or thereto will re-execute original forms thereof and deliver them to the other Party. No Party hereto or to any such agreement or instrument will raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense related to lack of authenticity.

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In Witness Whereof, the Parties, intending to be legally bound by the terms hereof, have caused this Agreement to be executed as of the date first above written by their officers or other representatives thereunto duly authorized.

Conifer Holdings, Inc. By: /s/ Brian J. Roney Name:Brian J. Roney Title: President	James Petcoff By: /s/ James G. Petcoff Name: James G. Petcoff
Nicholas Petcoff By: /s/ Nicholas J. Petcoff Name: Nicholas Petcoff	Andrew Petcoff By: /s/ Andrew Petcoff Name: Andrew Petcoff

Signature Page to

Termination Agreement