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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-258942
Prospectus Supplement No. 2
(To Prospectus dated March 30, 2022)
https://cdn.kscope.io/9e89f0f29071012daf73972b548246b0-prospectuscover1aa.jpg
Doma Holdings, Inc.
UP TO 17,333,333 SHARES OF COMMON STOCK ISSUABLE UPON
THE EXERCISE OF WARRANTS
UP TO 265,389,572 SHARES OF COMMON STOCK
UP TO 5,833,333 WARRANTS
This prospectus supplement updates, amends and supplements the prospectus dated March 30, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-258942). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
The Prospectus and this prospectus supplement relate to: (1) the issuance by us of up to 17,333,333 shares of common stock that are issuable upon the exercise of the warrants consisting of (i) up to 11,500,000 shares of common stock that are issuable upon the exercise of the public warrants and (ii) up to 5,833,333 shares of common stock that are issuable upon the exercise of the private placement warrants and (2) the offer and sale, from time to time, by the Selling Securityholders identified in the Prospectus, or their permitted transferees, of (a) up to 265,389,572 shares of common stock, consisting of (i) up to 10,309,215 PIPE shares; (ii) up to 224,250,982 of Old Doma stockholder shares; (iii) up to 5,302,659 Sponsor shares; (iv) up to 5,833,333 shares of common stock issuable upon the exercise of the private placement warrants; (v) up to 1,024,912 shares of exchanged restricted common stock; (vi) up to 4,602,844 shares of common stock reserved for issuance upon the exercise of options; (vii) up to 12,739,963 Earnout Shares; and (viii) up to 1,325,664 Sponsor Covered Shares and (b) up to 5,833,333 private placement warrants.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained or incorporated by reference below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Please keep this prospectus supplement with your Prospectus for future reference.
We are a “smaller reporting company” and “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced reporting requirements.
Doma Holdings, Inc.’s common stock and warrants are quoted on the New York Stock Exchange under the symbols “DOMA” and “DOMA.WS,” respectively. On May 9, 2022, the closing prices of our common stock and warrants were $1.50 and $0.14, respectively.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 13 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 10, 2022
_________________________


On May 10, 2022, Doma Holdings, Inc. (“Doma”) released its quarterly financial results and key operating data for the three months ended March 31, 2022,(1) including the following information. Please see “Non-GAAP Financial Measures” below for important information.
Non-GAAP Financial Measures
Some of the financial information and data contained herein, such as retained premiums and fees, adjusted gross profit and adjusted EBITDA, have not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Retained premiums and fees is defined as revenue less premiums retained by third-party agents. Adjusted gross profit is defined as gross profit, plus depreciation and amortization. Adjusted EBITDA is defined as net loss before interest expense, income taxes, depreciation and amortization, stock-based compensation and change in fair value of warrant and sponsor covered shares liabilities. Doma believes that the use of retained premiums and fees, adjusted gross profit and adjusted EBITDA provides additional tools to assess operational performance and trends in, and in comparing Doma's financial measures with, other similar companies, many of which present similar non-GAAP financial measures to investors. Doma’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial measures determined in accordance with GAAP. Because of the limitations of non-GAAP financial measures, you should consider the non-GAAP financial measures presented herein in conjunction with Doma’s financial statements and the related notes thereto. Please refer to the non-GAAP reconciliations herein for a reconciliation of these non-GAAP financial measures to the most comparable financial measure prepared in accordance with GAAP.
Forward-Looking Statements Legend
This document may include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The absence of these words does not mean that a statement is not forward-looking. Such statements are based on the beliefs of, as well as assumptions made by information currently available to Doma management. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity, total addressable market ("TAM"), market share and competition. These statements are based on various assumptions, whether or not identified herein, and on the current expectation of Doma’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, will differ from assumptions and are beyond the control of Doma.
These forward-looking statements are subject to a number of risks and uncertainties, including changes in business, market, financial, political and legal conditions; risks relating to the uncertainty of the projected financial information with respect to Doma; future global, regional or local economic, political, market and social conditions, including due to the COVID-19 pandemic; the development, effects and enforcement of laws and regulations, including with respect to the title insurance industry; Doma’s ability to manage its future growth or to develop or acquire enhancements to its platform; the effects of competition on Doma’s future business; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; and those other factors described in the "Risk Factors" section of the documents filed by Doma from time to time with the SEC.
If any of these risks materialize or Doma’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Doma does not presently know or that Doma currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Doma’s expectations, plans or forecasts of future events and views as of the date of this release. Doma anticipates that subsequent events
(1) Doma completed its business combination with Capitol Investment Corp. V ("Capitol") on July 28, 2021. The financial results and key operating data included in this first quarter release include operating results of Doma prior to completion of the business combination and operating results of the combined company subsequent to completion of the business combination.

and developments will cause Doma’s assessments to change. However, while Doma may elect to update these forward-looking statements at some point in the future, Doma specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Doma’s assessment as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Key Operating and Financial Indicators
Three Months Ended March 31,
20222021
(in thousands, except for open and closed order numbers)
Key operating data:
Opened orders35,192 41,084 
Closed orders27,347 32,650 
GAAP financial data:
Revenue (1)
$112,207 $127,796 
Gross profit (2)
$7,134 $26,414 
Net loss (3)
$(50,026)$(11,758)
Non-GAAP financial data (4):
Retained premiums and fees$51,605 $57,458 
Adjusted gross profit$10,370 $29,121 
Ratio of adjusted gross profit to retained premiums and fees20 %51 %
Adjusted EBITDA$(44,905)$(3,277)
_________________
(1)Revenue is comprised of (i) net premiums written, (ii) escrow, other title-related fees and other, and (iii) investment, dividend and other income.
(2)Gross profit, calculated in accordance with GAAP, is calculated as total revenue, minus premiums retained by third-party agents, direct labor expense (including mainly personnel expense for certain employees involved in the direct fulfillment of policies) and direct non-labor expense (including mainly title examination expense, provision for claims, and depreciation and amortization). In our consolidated income statements, depreciation and amortization is recorded under the “other operating expenses” caption.
(3)Net loss is made up of the components of revenue and expenses.
(4)Retained premiums and fees, adjusted gross profit and adjusted EBITDA are non-GAAP financial measures.


Non-GAAP Financial Measures
Retained premiums and fees
The following table reconciles our retained premiums and fees to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended March 31,
20222021
(in thousands)
Revenue
$112,207 $127,796 
Minus:
Premiums retained by third-party agents60,602 70,338 
Retained premiums and fees
$51,605 $57,458 
Minus:
Direct labor27,798 17,979 
Provision for claims4,611 3,249 
Depreciation and amortization3,236 2,707 
Other direct costs (1)
8,826 7,109 
Gross Profit
$7,134 $26,414 
__________________
(1)Includes title examination expense, office supplies, and premium and other taxes.


Adjusted gross profit
The following table reconciles our adjusted gross profit to our gross profit, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended March 31,
20222021
(in thousands)
Gross Profit
$7,134 $26,414 
Adjusted for:
Depreciation and amortization3,236 2,707 
Adjusted Gross Profit
$10,370 $29,121 
Adjusted EBITDA
The following table reconciles our adjusted EBITDA to our net loss, the most closely comparable GAAP financial measure, for the periods indicated:
Three Months Ended March 31,
20222021
(in thousands)
Net loss (GAAP)
$(50,026)$(11,758)
Adjusted for:
Depreciation and amortization3,236 2,707 
Interest expense4,207 3,360 
Income taxes185 125 
EBITDA
$(42,398)$(5,566)
Adjusted for:
Stock-based compensation11,393 2,289 
Change in fair value of Warrant and Sponsor Covered shares liabilities(13,900)— 
Adjusted EBITDA
$(44,905)$(3,277)

The following table reconciles our adjusted gross profit to our adjusted EBITDA, for the periods indicated:
Three Months Ended March 31,
20222021
(in thousands)
Adjusted Gross Profit
$10,370 $29,121 
Minus:
Customer acquisition costs15,925 9,895 
Other indirect costs (1)
39,350 22,503 
Adjusted EBITDA$(44,905)$(3,277)
__________________
(1)Includes corporate support, research and development, and other operating costs.





Doma Holdings, Inc.
Consolidated Statements of Operations
Three months ended March 31,
(In thousands, except share and per share information)20222021
Revenues:
Net premiums written (1)
$95,666 $107,992 
Escrow, other title-related fees and other16,113 18,575 
Investment, dividend and other income428 1,229 
Total revenues $112,207 $127,796 
Expenses:
Premiums retained by Third-Party Agents (2)
$60,602 $70,338 
Title examination expense5,981 4,853 
Provision for claims4,611 3,249 
Personnel costs77,793 43,464 
Other operating expenses22,754 14,165 
Total operating expenses $171,741 $136,069 
Loss from operations $(59,534)$(8,273)
Other (expense) income:
Change in fair value of Warrant and Sponsor Covered Shares liabilities 13,900 — 
Interest expense(4,207)(3,360)
Loss before income taxes $(49,841)$(11,633)
Income tax expense(185)(125)
Net loss $(50,026)$(11,758)
Earnings per share:
Net loss per share attributable to stockholders - basic and diluted$(0.15)$(0.17)
Weighted average shares outstanding common stock - basic and diluted323,890,562 67,418,142 
__________________
(1)Net premiums written includes revenues from a related party of $27.7 million and $24.7 million during the three months ended March 31, 2022 and 2021, respectively.
(2)Premiums retained by Third-Party Agents includes expenses associated with a related party of $22.5 million and $19.9 million during the three months ended March 31, 2022 and 2021, respectively.


Doma Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share information)March 31, 2022December 31, 2021
Assets
Cash and cash equivalents$319,436 $379,702 
Restricted cash2,784 4,126 
Investments:
Fixed maturities
Held-to-maturity debt securities, at amortized cost (net of allowance for credit losses of $382 at March 31, 2022 and $0 at December 31, 2021)62,416 67,164 
Mortgage loans1,141 2,022 
Other long-term investments325 325 
Total investments$63,882 $69,511 
Receivables (net of allowance for credit losses of $1,226 at March 31, 2022 and $1,082 at December 31, 2021)12,496 15,498 
Prepaid expenses, deposits and other assets10,844 15,692 
Lease right-of-use assets26,701 — 
Fixed assets (net of accumulated depreciation of $22,323 at March 31, 2022 and $19,543 at December 31, 2021)52,801 45,953 
Title plants13,952 13,952 
Goodwill111,487 111,487 
Total assets $614,383 $655,921 
Liabilities and stockholders’ equity
Accounts payable$3,891 $6,930 
Accrued expenses and other liabilities35,477 54,149 
Lease liabilities27,659 — 
Senior secured credit agreement, net of debt issuance costs and original issue discount144,858 141,769 
Liability for loss and loss adjustment expenses82,534 80,267 
Warrant liabilities6,067 16,467 
Sponsor Covered Shares liability1,916 5,415 
Total liabilities $302,402 $304,997 
Stockholders’ equity:
Common stock, 0.0001 par value; 2,000,000,000 shares authorized at March 31, 2022; 324,348,254 and 323,347,806 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively33 33 
Additional paid-in capital554,552 543,070 
Accumulated deficit(242,604)(192,179)
Accumulated other comprehensive income— — 
Total stockholders’ equity$311,981 $350,924 
Total liabilities and stockholders’ equity $614,383 $655,921 


Quarterly Results of Operations and Other Data
The following tables set forth our selected unaudited quarterly consolidated statements of operations data for each of the quarters indicated. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements, and reflect, in the opinion of management, all adjustments, which consist only of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements.
Consolidated Statements of Operations
Three Months Ended
(In thousands)March 31, 2020June 30, 2020September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021 December 31, 2021March, 31, 2022
Revenues:
Net premiums written
$56,817 $86,334 $103,587 $98,870 $107,992 $109,271 $141,491 $116,598 $95,666 
Escrow, other title-related fees and other
13,174 13,382 16,742 17,977 18,575 20,065 20,452 20,493 16,113 
Investment, dividend and other income
818 707 743 663 1,229 650 639 588 428 
Total revenues
$70,809 $100,423 $121,072 $117,510 $127,796 $129,986 $162,582 $137,679 $112,207 
Expenses:
Premiums retained by Third-Party Agents
$33,102 $56,006 $67,024 $64,011 $70,338 $65,181 $91,596 $71,330 $60,602 
Title examination expense
3,865 3,322 4,624 4,393 4,853 5,500 5,289 6,495 5,981 
Provision for claims
1,783 3,040 5,242 5,272 3,249 6,807 6,685 4,594 4,611 
Personnel costs
35,718 32,737 36,197 38,874 43,464 53,954 62,410 78,306 77,793 
Other operating expenses
10,640 10,286 10,210 12,149 14,165 17,181 21,693 26,912 22,754 
Total operating expenses
$85,108 $105,391 $123,297 $124,699 $136,069 $148,623 $187,673 $187,637 $171,741 
Loss from operations
$(14,299)$(4,968)$(2,225)$(7,189)$(8,273)$(18,637)$(25,091)$(49,958)$(59,534)
Other income (expense):
Change in fair value of warrant and Sponsor Covered Shares liabilities — — — — — — (4,478)11,169 13,900 
Interest expense
(2,112)(1,123)(1,193)(1,151)(3,360)(4,451)(4,531)(4,519)(4,207)
Loss before income taxes
$(16,411)$(6,091)$(3,418)$(8,340)$(11,633)$(23,088)$(34,100)$(43,308)$(49,841)
Income tax expense
(175)(241)(204)(223)(125)(211)(170)(421)(185)
Net loss
(16,586)(6,332)(3,622)(8,563)(11,758)(23,299)(34,270)(43,729)(50,026)



Reconciliation of GAAP to Non-GAAP Measures
The following tables present our reconciliation of GAAP measures to non-GAAP measures for the historical periods indicated.
Retained premiums and fees
Three Months Ended
(In thousands)March 31, 2020June 30, 2020September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021 December 31, 2021March, 31, 2022
Revenue
$70,809 $100,423 $121,072 $117,510 $127,796 $129,986 $162,582 $137,679 $112,207 
Minus:
Premiums retained by Third-Party Agents33,102 56,006 67,024 64,011 70,338 65,181 91,596 71,330 60,602 
Retained premiums and fees
$37,707 $44,417 $54,048 $53,499 $57,458 $64,805 $70,986 $66,349 $51,605 
Minus:
Direct labor16,314 13,898 14,892 17,050 17,979 20,902 23,948 26,787 27,798 
Provision for claims1,783 3,040 5,242 5,272 3,249 6,807 6,685 4,594 4,611 
Depreciation and amortization1,116 899 1,221 2,579 2,707 3,021 1,978 2,615 3,236 
Other direct costs(1)
5,137 4,898 6,314 4,186 7,109 7,561 10,073 10,322 8,826 
Gross Profit
$13,357 $21,682 $26,379 $24,412 $26,414 $26,514 $28,302 $22,031 $7,134 
__________________
(1)Includes title examination expense, office supplies, and premium and other taxes.
Adjusted gross profit
Three Months Ended
(in thousands)March 31, 2020June 30, 2020September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021 December 31, 2021March, 31, 2022
Gross Profit
$13,357 $21,682 $26,379 $24,412 $26,414 $26,514 $28,302 $22,031 $7,134 
Adjusted for:
Depreciation and amortization1,116 899 1,221 2,579 2,707 3,021 1,978 2,615 3,236 
Adjusted Gross Profit
$14,473 $22,581 $27,600 $26,991 $29,121 $29,535 $30,280 $24,646 $10,370 
Adjusted EBITDA
Three Months Ended
(in thousands)March 31, 2020June 30, 2020September 30, 2020December 31, 2020March 31, 2021June 30, 2021September 30, 2021December 31, 2021March, 31, 2022
Net loss (GAAP)
$(16,586)$(6,332)$(3,622)$(8,563)$(11,758)$(23,299)$(34,270)$(43,729)$(50,026)
Adjusted for:
Depreciation and amortization1,116 899 1,221 2,579 2,707 3,021 1,978 2,615 3,236 
Interest expense2,112 1,123 1,193 1,151 3,360 4,451 4,531 4,519 4,207 
Income taxes175 241 204 223 125 211 170 421 185 
EBITDA
$(13,183)$(4,069)$(1,004)$(4,610)$(5,566)$(15,616)$(27,591)$(36,174)$(42,398)
Adjusted for:
Stock-based compensation308 282 355 1,550 2,289 3,713 3,004 11,040 11,393 
COVID-related severance costs— 1,385 — — — — — — — 
Change in fair value of warrant and Sponsor Covered Shares liabilities — — — — — — 4,478 (11,169)(13,900)
Adjusted EBITDA
$(12,875)$(2,402)$(649)$(3,060)$(3,277)$(11,903)$(20,109)$(36,303)$(44,905)