Investors Title : April 2023 Proxy Statement

121 North Columbia Street, Chapel Hill, North Carolina 27514

[phone]

April 11, 2023

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the ''Annual Meeting'') of Investors Title Company (the ''Company'') to be held at The Siena Hotel, 1505 East Franklin Street, Chapel Hill,

North Carolina on Wednesday, May 17, 2023, at 11:00 a.m. EDT.

The Annual Meeting will begin with a review of the activities of the Company for the past year and a report on current operations during the first quarter of 2023, followed by discussion and voting on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement.

Whether or not you plan to attend the meeting, I urge you to review the Proxy Statement and vote as soon as possible to ensure that your shares are represented at the meeting. The Proxy Statement explains more about proxy voting, so please read it carefully.

Cordially,

J. Allen Fine

Chief Executive Officer

121 North Columbia Street, Chapel Hill, North Carolina 27514

[phone]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 17, 2023

The Annual Meeting of Shareholders of Investors Title Company will be held at The Siena Hotel,

1505 East Franklin Street, Chapel Hill, North Carolina, on Wednesday, May 17, 2023, at 11:00 a.m. EDT, for the following purposes:

1. To elect the three directors nominated by the Board of Directors for three-year terms and to elect the director nominated by the Board of Directors to serve the remainder of a three-year term ending at the 2024 Annual Meeting of Shareholders or until their successors are elected and qualified;
2. To ratify the appointment of FORVIS, LLP as the Company's independent registered public accounting firm for 2023; and
3. To consider any other business that may properly come before the meeting.

Shareholders of record of common stock of the Company at the close of business on April 3, 2023, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

By Order of the Board of Directors:

W. Morris Fine

Secretary

April 11, 2023

IMPORTANT - Please vote by Internet, telephone or mail as soon as possible so your shares will be voted promptly, even if you plan to attend the meeting in person. Additional information about voting is included in the accompanying Proxy Statement and on your proxy card.

TABLE OF CONTENTS
	Page
GENERAL INFORMATION	1
Proxy Solicitation by the Board of Directors	1
Annual Report to Shareholders	1
Submitting and Revoking a Proxy	1
Voting Securities	2
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to be Held on May 17, 2023	2
General Information	2
CORPORATE GOVERNANCE	3
Code of Business Conduct and Ethics	3
Shareholder Communications with Directors	3
Independent Directors	3
Executive Sessions	3
Board of Directors and Committees	3
Identification of Director Candidates	5
Board Leadership Structure	6
The Board's Role in Risk Oversight	6
Policies on Hedging and Pledging	7
COMPENSATION OF DIRECTORS	8
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	9
PROPOSALS REQUIRING YOUR VOTE
Proposal 1 - Election of Directors	11
Information Regarding Nominees for Election as Directors	11
Information Regarding Directors Continuing in Office	12
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. . . .	15
Audit and Non-Audit Fees	16
Audit and Non-Audit Services Pre-Approval Policy	16
AUDIT COMMITTEE REPORT	17
EXECUTIVE COMPENSATION	18
PAY VERSUS PERFORMANCE	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	29
SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING	30

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF

INVESTORS TITLE COMPANY

To Be Held on May 17, 2023

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Investors Title Company (the ''Company'') of proxies to be voted at the Annual Meeting of Shareholders (the ''Annual Meeting'') to be held at The Siena Hotel, 1505 East Franklin Street, Chapel Hill, North Carolina, on May 17, 2023, at 11:00 a.m.

EDT, and at all adjournments or postponements thereof. Shareholders of record at the close of business on

April 3, 2023, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

GENERAL INFORMATION

Proxy Solicitation by the Board of Directors. The solicitation of proxies is made on behalf of the Company's Board of Directors and will be made either by mail or, as described below, by electronic delivery. The cost of solicitation of proxies will be borne by the Company. Copies of proxy materials and the Company's 2022 Annual Report will be provided to brokers, dealers, banks and voting trustees or their nominees for the purpose of soliciting proxies from the beneficial owners, and the Company will reimburse these record holders for their out-of-pocket expenses.

Annual Report to Shareholders. A copy of the Company's 2022 Annual Report including financial statements and the independent registered public accounting firm's opinions, along with the Notice of Annual Meeting, Proxy Statement and proxy card, are being first mailed to the Company's shareholders on or about April 11, 2023.

Submitting and Revoking a Proxy. If you complete and submit your proxy, whether by mail, by telephone or by Internet voting, the persons named as proxy holders will vote the shares represented by your proxy in accordance with your instructions. If you are a shareholder of record and submit a proxy but do not fill out the voting instructions, the persons named as proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement. In addition, if other matters are properly presented for voting at the meeting, the persons named as proxies will vote on such matters in accordance with their best judgment. The Company has not received notice of other matters that may be properly presented for voting at the meeting.

To ensure that your vote is recorded properly, please vote your shares as soon as possible, even if you plan to attend the meeting in person.

You may vote your shares by any of the following methods:

• By Internet. You may vote by proxy via the Internet by following the instructions on the proxy card provided.
• By Telephone. You may vote using the directions on your proxy card by calling the toll-free telephone number printed on the card.
• By mail. You may vote by proxy by signing and returning the proxy card provided.
• In person. Shareholders of record and beneficial shareholders with shares held in street name may vote in person at the meeting. If you hold shares in street name, you must also obtain a legal proxy from your broker to vote in person at the meeting.

If you vote by Internet or by telephone, please have your proxy card available. The control number appearing on your card is necessary to process your vote. An Internet or telephone vote authorizes the named proxy holders in the same manner as if you marked, signed and returned a proxy card by mail. Each proxy executed and returned by a shareholder may be revoked at any time thereafter except as to any matter or matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such proxy. Shareholders with shares registered directly in their names may revoke their proxy by (1) sending written

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notice of revocation to the Corporate Secretary, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687,

1. submitting a subsequent proxy or (3) voting in person at the meeting. If you plan to attend the meeting and you require directions, please call the Company at [phone]. Attendance at the meeting will not by itself revoke a proxy. A shareholder wishing to change his or her vote who holds shares through a bank, brokerage firm or other nominee must contact the record holder.

Voting Securities. On April 3, 2023, the Company had a total of 2,189,299 shares of common stock, no par value per share (''Common Stock'') outstanding, its only class of issued and outstanding capital stock. Of these shares, 1,897,623 shares are entitled to one vote per share and 291,676 shares are held by a subsidiary of the Company and, pursuant to North Carolina law, are not entitled to vote. A majority of the shares entitled to vote at the meeting, represented at the meeting in person or by proxy, will constitute a quorum.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Shareholders to be Held on May 17, 2023. The Notice of Annual Meeting and Proxy Statement and the Company's 2022 Annual Report (collectively, the ''Proxy Materials'') are available on the Company's website at http://www.invtitle.com/investors-proxy-materials. Shareholders who have arranged through their broker to receive the Proxy Materials electronically may also receive them online. Shareholders who hold their shares in a brokerage account may have the opportunity to receive future Proxy Materials electronically. Please contact your broker for information regarding the availability of this service.

General Information. A copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (the ''SEC''), including copies of the exhibits to the Form 10-K, can be obtained without charge by contacting Investor Relations at [e-mail] or P.O. Box 2687, Chapel Hill, North Carolina 27515-2687.

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