Assurant, Inc 10-Q for FY2026 Q3
Assurant, Inc. (AIZ)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 05, 2026
About this 10-Q
Assurant, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.53B
- up 9.2% from $3.23B a year earlier
- Net income
- $275.2M
- up 3.6% from net income of $265.6M a year earlier
- Diluted EPS
- $5.49
- up 6.2% from $5.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended September 30, 2026
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from to
Commission file number 001-31978
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||||||||
(770 ) 763-1000
(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding at October 30, 2026 was 49,066,851 .
ASSURANT, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS
Item Number | Page Number | |||||||
1. | Consolidated Financial Statements (unaudited) of Assurant, Inc. | |||||||
Consolidated Balance Sheets (unaudited) as of September 30, 2026 and December 31, 2025 | ||||||||
Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2026 and 2025 | ||||||||
Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2026 and 2025 | ||||||||
Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2026 and 2025 | ||||||||
Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2026 and 2025 | ||||||||
Notes to Consolidated Financial Statements (unaudited) | ||||||||
2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||||
3. | Quantitative and Qualitative Disclosures About Market Risk | |||||||
4. | Controls and Procedures | |||||||
1. | Legal Proceedings | |||||||
1A. | Risk Factors | |||||||
2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
5. | Other Information | |||||||
6. | Exhibits | |||||||
Signatures | ||||||||
1
Assurant, Inc.
Consolidated Balance Sheets (unaudited)
September 30, 2026 | December 31, 2025 | ||||||||||
(in millions, except number of shares and per share amounts) | |||||||||||
Assets | |||||||||||
Investments: | |||||||||||
Fixed maturity securities available for sale, at fair value (net of allowances for credit losses of $ | $ | $ | |||||||||
Equity securities at fair value | |||||||||||
Commercial mortgage loans on real estate, at amortized cost (net of allowances for credit losses of $ | |||||||||||
Short-term investments | |||||||||||
Other investments | |||||||||||
Total investments | |||||||||||
Cash and cash equivalents | |||||||||||
Premiums and accounts receivable (net of allowances for credit losses of $ | |||||||||||
Reinsurance recoverables (net of allowances for credit losses of $ | |||||||||||
Accrued investment income | |||||||||||
Deferred acquisition costs | |||||||||||
Property and equipment, net | |||||||||||
Goodwill | |||||||||||
Other intangible assets, net | |||||||||||
Other assets (net of allowances for credit losses of $ | |||||||||||
Assets held for sale (Note 4) | |||||||||||
Total assets | $ | $ | |||||||||
Liabilities | |||||||||||
Future policy benefits and expenses | $ | $ | |||||||||
Unearned premiums | |||||||||||
Claims and benefits payable | |||||||||||
Commissions payable | |||||||||||
Funds held under reinsurance | |||||||||||
Accounts payable and other liabilities (including allowances for credit losses of $ | |||||||||||
Debt | |||||||||||
Liabilities held for sale (Note 4) | |||||||||||
Total liabilities | |||||||||||
Commitments and contingencies (Note 14) | |||||||||||
Stockholders’ equity | |||||||||||
Common stock, par value $ | |||||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost; | ( | ( | |||||||||
Total stockholders’ equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
See the accompanying Notes to Consolidated Financial Statements (unaudited)
2
Assurant, Inc.
Consolidated Statements of Operations (unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(in millions, except number of shares and per share amounts) | |||||||||||||||||||||||
Revenues | |||||||||||||||||||||||
Net earned premiums | $ | $ | $ | $ | |||||||||||||||||||
Fees and other income | |||||||||||||||||||||||
Net investment income | |||||||||||||||||||||||
Net realized losses on investments (including $ | ( | ( | ( | ( | |||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Benefits, losses and expenses | |||||||||||||||||||||||
Policyholder benefits | |||||||||||||||||||||||
Underwriting, selling, general and administrative expenses | |||||||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Loss on extinguishment of debt | |||||||||||||||||||||||
Total benefits, losses and expenses | |||||||||||||||||||||||
Income before income tax expense | |||||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Earnings Per Common Share | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
Share Data | |||||||||||||||||||||||
Weighted average common shares outstanding used in basic per common share calculations | |||||||||||||||||||||||
Plus: Dilutive securities | |||||||||||||||||||||||
Weighted average common shares outstanding used in diluted per common share calculations | |||||||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements (unaudited)
3
Assurant, Inc.
Consolidated Statements of Comprehensive Income (unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
(in millions) | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Other comprehensive (loss) income: | |||||||||||||||||||||||
Change in unrealized losses on securities, net of taxes of $ | ( | ( | |||||||||||||||||||||
Change in unrealized gains (losses) on derivative transactions, net of taxes of $ | ( | ( | ( | ||||||||||||||||||||
Change in foreign currency translation, net of taxes of $( | ( | ||||||||||||||||||||||
Change in pension and postretirement unrecognized net periodic benefit cost, net of taxes of $( | |||||||||||||||||||||||
Total other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
Total comprehensive (loss) income | $ | ( | $ | $ | $ | ||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements (unaudited)
4
Assurant, Inc.
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Stock plan exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Stock plan compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Acquisition of common stock | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Stock plan exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Stock plan compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Acquisition of common stock | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Stock plan exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Stock plan compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Acquisition of common stock | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
5
Assurant, Inc.
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
(in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Stock plan exercises | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Stock plan compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Acquisition of common stock | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See the accompanying Notes to Consolidated Financial Statements (unaudited)
6
Assurant, Inc.
Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
(in millions) | |||||||||||
Operating activities | |||||||||||
Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Noncash revenues, expenses, gains and losses included in net income from operations: | |||||||||||
Deferred tax expense | |||||||||||
Depreciation and amortization | |||||||||||
Net realized losses on investments, including impairment losses | |||||||||||
Loss on extinguishment of debt | |||||||||||
Loss on sale of business | |||||||||||
Stock based compensation expense | |||||||||||
Restructuring costs | ( | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Insurance policy reserves and expenses | ( | ||||||||||
Premiums and accounts receivable | ( | ||||||||||
Commissions payable | |||||||||||
Reinsurance recoverable | |||||||||||
Funds withheld under reinsurance | |||||||||||
Deferred acquisition costs and value of business acquired | ( | ( | |||||||||
Taxes receivable | ( | ( | |||||||||
Other assets and other liabilities | ( | ( | |||||||||
Other | ( | ||||||||||
Net cash provided by operating activities | |||||||||||
Investing activities | |||||||||||
Sales of: | |||||||||||
Fixed maturity securities available for sale | |||||||||||
Equity securities | |||||||||||
Other invested assets | |||||||||||
Subsidiary, net of cash transferred | |||||||||||
Maturities, calls, prepayments, and scheduled redemption of: | |||||||||||
Fixed maturity securities available for sale | |||||||||||
Commercial mortgage loans on real estate | |||||||||||
Purchases of: | |||||||||||
Fixed maturity securities available for sale | ( | ( | |||||||||
Equity securities | ( | ( | |||||||||
Commercial mortgage loans on real estate | ( | ( | |||||||||
Other invested assets | ( | ( | |||||||||
Property and equipment and other | ( | ( | |||||||||
Subsidiaries, net of cash transferred | ( | ( | |||||||||
Change in short-term investments | ( | ||||||||||
Other | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
7
Assurant, Inc.
Consolidated Statements of Cash Flows (unaudited)
Nine Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
Financing activities | |||||||||||
Issuance of debt, net of issuance costs | |||||||||||
Repayment of debt | ( | ||||||||||
Acquisition of common stock | ( | ( | |||||||||
Common stock dividends paid | ( | ( | |||||||||
Employee stock purchases and withholdings | ( | ( | |||||||||
Net cash used in financing activities | ( | ( | |||||||||
Effect of exchange rate changes on cash and cash equivalents | |||||||||||
Change in cash and cash equivalents | ( | ( | |||||||||
Cash and cash equivalents at beginning of period | |||||||||||
Cash and cash equivalents at end of period | $ | $ | |||||||||
See the accompanying Notes to Consolidated Financial Statements (unaudited)
8
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
INDEX OF NOTES
Note | Page Number | ||||
1. Nature of Operations
Assurant, Inc. (the “Company”) redefines the boundaries of protection—safeguarding and servicing connected devices, homes, automobiles, and commercial equipment in partnership with the world's leading brands. The Company leads the way in leveraging insights and technology to transform customer connections that build loyalty and drive value. The Company operates in North America, Latin America, Europe and Asia Pacific through two operating segments: Global Lifestyle and Global Housing. Through its Global Lifestyle segment, the Company provides mobile device solutions, extended service contracts and related services for consumer electronics and appliances, and financial services and other insurance products (referred to as “Connected Living”); and vehicle protection services, commercial equipment protection and other related services (referred to as “Global Automotive”). Through its Global Housing segment, the Company provides lender-placed homeowners, manufactured housing and flood insurance, as well as voluntary manufactured housing, condominium and homeowners insurance (referred to as “Homeowners”); and renters insurance and other products (referred to as “Renters and Other”).
The Company’s common stock is traded on the New York Stock Exchange under the symbol “AIZ”.
2. Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, these statements do not include all of the information and notes required by GAAP for complete financial statements.
The consolidated balance sheet as of September 30, 2026, the consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2026 and 2025 and the consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 are unaudited. In the opinion of management, the interim data includes all normal recurring adjustments necessary for a fair statement of the results for the interim periods. The unaudited interim consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation.
9
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
Restricted Cash
Restricted cash and cash equivalents of $128.8 million and $102.0 million as of September 30, 2026 and December 31, 2025, respectively, principally related to cash deposits involving insurance programs with restrictions as to withdrawal and use, are classified within cash and cash equivalents in the consolidated balance sheets.
3. Recent Accounting Pronouncements
Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASUs”) to the FASB Accounting Standards Codification. The Company considers the applicability and impact of all ASUs.
Adopted
There were no ASUs adopted by the Company during the quarterly period ended September 30, 2026.
Not Yet Adopted
ASUs issued but not yet adopted as of September 30, 2026, that are currently being assessed and may or may not have a material impact on the Company’s consolidated financial statements or disclosures are included below. ASUs not listed below were assessed and either determined to be not applicable or are not expected to have a material impact on the Company’s consolidated financial statements or disclosures.
Standard | Summary of the Standard | Effective date Method of Adoption | Impact of the Standard on the Company’s Financial Statements | ||||||||
ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | The guidance improves disclosures of specified information about certain costs and expenses for each interim and annual reporting period. The new disclosure requirements include: • Disclose the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. •Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements. •Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. •Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. | December 31, 2027 and for interim periods thereafter | The Company is assessing the impact of adopting this standard as of December 31, 2027. The amended guidance is expected to have no impact on the Company’s consolidated financial statements and to expand the annual and interim disclosures of disaggregation of relevant expense captions in the Company’s consolidated statement of operations. | ||||||||
4. Disposition
In March 2026, the Company sold a subsidiary that held certain runoff businesses, including the long-term care business, and was reported in the Corporate and Other segment. Prior to the sale, the subsidiary met the criteria for held for sale presentation and, therefore, its assets and liabilities were recorded as held for sale in the December 31, 2025 consolidated balance sheet. The major classes of assets and liabilities held for sale as of December 31, 2025 included $489.4 million of
10
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
5. Segment Information
As of September 30, 2026, the Company had two reportable operating segments: Global Lifestyle and Global Housing. In addition, the Company reports the Corporate and Other segment, which includes corporate employee-related expenses, activities of the holding company and investments in the home warranty business.
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”). Adjusted EBITDA, as defined below, is the primary measure used by the CODM to assess performance and allocate resources to the segments. The CODM budgets and forecasts for each segment based on Adjusted EBITDA, and then tracks and assesses performance throughout the year by comparing the actual Adjusted EBITDA to the budget and forecast for each segment. The individual operating segment’s performance is one of the considerations when determining the compensation of certain employees.
The Company defines Adjusted EBITDA, the segment measure of profitability, as net income, excluding net realized gains (losses) on investments and fair value changes to equity securities, interest expense, benefit (provision) for income taxes, depreciation expense, amortization of purchased intangible assets, as well as other highly variable or unusual items.
The following tables provide information about the segments’ Adjusted EBITDA.
11
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Global Lifestyle: | |||||||||||||||||||||||
Net earned premiums, fees and other income: | |||||||||||||||||||||||
Connected Living | $ | $ | $ | $ | |||||||||||||||||||
Global Automotive | |||||||||||||||||||||||
Net investment income | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Policyholder benefits | |||||||||||||||||||||||
Selling and underwriting expense (1) | |||||||||||||||||||||||
Cost of sales (2) | |||||||||||||||||||||||
General expenses (3) | |||||||||||||||||||||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
Global Housing: | |||||||||||||||||||||||
Net earned premiums, fees and other income: | |||||||||||||||||||||||
Homeowners | $ | $ | $ | $ | |||||||||||||||||||
Renters and Other | |||||||||||||||||||||||
Net investment income | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Policyholder benefits | |||||||||||||||||||||||
Selling and underwriting expense (1) | |||||||||||||||||||||||
General expenses (4) | |||||||||||||||||||||||
Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
Corporate: | |||||||||||||||||||||||
Fees and other income | $ | $ | |||||||||||||||||||||
Net investment income | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
Policyholder benefits | |||||||||||||||||||||||
General expenses (3) | |||||||||||||||||||||||
Segment Adjusted EBITDA | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1)Consists primarily of commissions, premium taxes and amortization of deferred acquisition costs.
(2)Consists primarily of costs to acquire, and repair or refurbish mobile and other electronic devices the Company sells to third-parties.
(3)Consists primarily of licenses, fees, and general operating expenses.
(4)Consists primarily of lender-placed tracking, licenses, fees, and general operating expenses.
12
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
The following table presents segment Adjusted EBITDA with a reconciliation to net income:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Adjusted EBITDA by segment: | |||||||||||||||||||||||
Global Lifestyle | $ | $ | $ | $ | |||||||||||||||||||
Global Housing | |||||||||||||||||||||||
Corporate and Other | ( | ( | ( | ( | |||||||||||||||||||
Reconciling items to consolidated net income: | |||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Depreciation expense | ( | ( | ( | ( | |||||||||||||||||||
Amortization of purchased intangible assets | ( | ( | ( | ( | |||||||||||||||||||
Net realized losses on investments and fair value changes to equity securities | ( | ( | ( | ( | |||||||||||||||||||
Other adjustments | ( | ( | |||||||||||||||||||||
Total reconciling items | ( | ( | ( | ( | |||||||||||||||||||
Income before income tax expense | |||||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
The following table presents total assets by segment:
September 30, 2026 | December 31, 2025 | ||||||||||
Global Lifestyle (1) | $ | $ | |||||||||
Global Housing (1) | |||||||||||
Corporate and Other (2) | |||||||||||
Segment assets | $ | $ | |||||||||
(1)Segment assets for Global Lifestyle and Global Housing do not include net unrealized gains (losses) on securities attributable to those segments, which are all included within Corporate and Other.
6. Contract Revenues
The Company partners with clients to provide consumers with a diverse range of protection products and services. The Company’s revenues from protection products are accounted for as insurance contracts and are recognized over the term of the insurance protection provided. Revenues from service contracts and sales of products are recognized as the contractual performance obligations are satisfied or the products are delivered. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for performing the services or transferring products. If payments are received before the related revenue is recognized, the amount is recorded as unearned revenue or advance payment liabilities, until the performance obligations are satisfied or the products are transferred.
The disaggregated revenues from service contracts included in fees and other income on the consolidated statements of operations are $512.6 million and $419.6 million for Global Lifestyle and $38.7 million and $40.3 million for Global Housing for the three months ended September 30, 2026 and 2025, respectively. The disaggregated revenues from service contracts included in fees and other income on the consolidated statements of operations are $1.44 billion and $1.17 billion for Global Lifestyle and $107.7 million and $107.3 million for Global Housing for the nine months ended September 30, 2026 and 2025, respectively.
13
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
Global Lifestyle
In the Global Lifestyle segment, revenues from service contracts and sales of products are primarily from the Company’s Connected Living business. Through partnerships with the mobile eco-system, the Company provides administrative services related to its device protection products, including program design and marketing strategy, risk management, data analytics, customer support and claims handling, supply chain and service delivery, repair and logistics, and device disposition. Administrative fees are generally billed monthly based on the volume of services provided during the billing period (for example, based on the number of mobile subscribers) with payment due within a short-term period. Each service or bundle of services, depending on the contract, is an individual performance obligation with a standalone selling price. The Company recognizes revenue as it invoices, which corresponds to the value transferred to the customer.
The Company also repairs, refurbishes and then sells mobile and other electronic devices, on behalf of its client, for a bundled per unit fee. The entire processing of the device is considered one performance obligation with a standalone selling price and thus, the per unit fee is recognized when the products are sold. Payments are generally due prior to shipment or within a short-term period.
Global Housing
In the Global Housing segment, revenues from service contracts and sales of products are primarily from the Homeowners business. As part of the Homeowners business, the Company provides loan and claim payment tracking services for lenders. The Company generally invoices its customers weekly or monthly based on the volume of services provided during the billing period with payment due within a short-term period. Each service is an individual performance obligation with a standalone selling price. The Company recognizes revenue as it invoices, which corresponds to the value transferred to the customer.
Contract Balances
The receivables and unearned revenue under these contracts were $201.7 million and $154.8 million, respectively, as of September 30, 2026, and $187.6 million and $149.1 million, respectively, as of December 31, 2025. These balances are included in premiums and accounts receivable and accounts payable and other liabilities, respectively, in the consolidated balance sheets. Revenue from service contracts and sales of products recognized during the three months ended September 30, 2026 and 2025 that was included in unearned revenue as of December 31, 2025 and 2024 was $19.0 million and $17.5 million, respectively. Revenue from service contracts and sales of products recognized during the nine months ended September 30, 2026 and 2025 that was included in unearned revenue as of December 31, 2025 and 2024 was $56.8 million and $52.4 million, respectively.
In certain circumstances, the Company defers upfront commissions and other costs in connection with client contracts in excess of one year where the Company can demonstrate future economic benefit. For these contracts, expense is recognized as revenues are earned. The Company periodically assesses recoverability based on the performance of the related contracts. As of September 30, 2026 and December 31, 2025, the Company had approximately $60.3 million and $67.6 million, respectively, of such intangible assets that will be expensed over the term of the client contracts.
7. Investments
The following tables show the cost or amortized cost, allowance for credit losses, gross unrealized gains and losses, and fair value of the Company’s fixed maturity securities as of the dates indicated:
14
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
September 30, 2026 | |||||||||||||||||||||||||||||
Cost or Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||
Fixed maturity securities: | |||||||||||||||||||||||||||||
U.S. government and government agencies and authorities | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
States, municipalities and political subdivisions | ( | ||||||||||||||||||||||||||||
Foreign governments | ( | ||||||||||||||||||||||||||||
Asset-backed | ( | ||||||||||||||||||||||||||||
Commercial mortgage-backed | ( | ||||||||||||||||||||||||||||
Residential mortgage-backed | ( | ||||||||||||||||||||||||||||
U.S. corporate | ( | ||||||||||||||||||||||||||||
Foreign corporate | ( | ||||||||||||||||||||||||||||
Total fixed maturity securities | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
December 31, 2025 | |||||||||||||||||||||||||||||
Cost or Amortized Cost | Allowance for Credit Losses | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||||||||
Fixed maturity securities: | |||||||||||||||||||||||||||||
U.S. government and government agencies and authorities | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
States, municipalities and political subdivisions | ( | ||||||||||||||||||||||||||||
Foreign governments | ( | ||||||||||||||||||||||||||||
Asset-backed | ( | ||||||||||||||||||||||||||||
Commercial mortgage-backed | ( | ||||||||||||||||||||||||||||
Residential mortgage-backed | ( | ||||||||||||||||||||||||||||
U.S. corporate | ( | ( | |||||||||||||||||||||||||||
Foreign corporate | ( | ||||||||||||||||||||||||||||
Total fixed maturity securities | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
The cost or amortized cost and fair value of fixed maturity securities as of September 30, 2026 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because issuers of the securities may have the right to call or prepay obligations with or without call or prepayment penalties.
September 30, 2026 | |||||||||||||||||||||||||||||
Cost or Amortized Cost | Fair Value | ||||||||||||||||||||||||||||
Due in one year or less | $ | $ | |||||||||||||||||||||||||||
Due after one year through five years | |||||||||||||||||||||||||||||
Due after five years through ten years | |||||||||||||||||||||||||||||
Due after ten years | |||||||||||||||||||||||||||||
Total | |||||||||||||||||||||||||||||
Asset-backed | |||||||||||||||||||||||||||||
Commercial mortgage-backed | |||||||||||||||||||||||||||||
Residential mortgage-backed | |||||||||||||||||||||||||||||
Total | $ | $ | |||||||||||||||||||||||||||
The following table sets forth the net realized gains (losses) on investments and fair value changes to equity securities, including impairments, recognized in the consolidated statements of operations for the periods indicated:
15
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net realized (losses) gains on investments related to sales and other and fair value changes to equity securities: | |||||||||||||||||||||||
Fixed maturity securities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Equity securities (1) | ( | ( | |||||||||||||||||||||
Commercial mortgage loans on real estate | ( | ( | |||||||||||||||||||||
Other investments | ( | ( | |||||||||||||||||||||
Total net realized losses on investments related to sales and other and fair value changes to equity securities | ( | ( | ( | ( | |||||||||||||||||||
Net realized losses related to impairments: | |||||||||||||||||||||||
Fixed maturity securities | ( | ( | |||||||||||||||||||||
Other investments | ( | ( | ( | ( | |||||||||||||||||||
Total net realized losses related to impairments | ( | ( | ( | ( | |||||||||||||||||||
Total net realized losses on investments and fair value changes to equity securities | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1)Upward adjustments of $0.1 million, $0.6 million, $1.3 million and $3.7 million for the three and nine months ended September 30, 2026 and 2025, respectively, and impairments of $0.0 million, $0.0 million, $0.7 million and $3.7 million for the three and nine months ended September 30, 2026 and 2025, respectively, were realized on equity investments accounted for under the measurement alternative.
The following table sets forth the portion of fair value changes to equity securities held for the periods indicated:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net gains (losses) recognized on equity securities | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Less: Net realized gains (losses) related to sales of equity securities | ( | ||||||||||||||||||||||
Total fair value changes to equity securities held | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Equity investments accounted for under the measurement alternative are included within other investments on the consolidated balance sheets. The following table summarizes information related to these investments:
September 30, 2026 | December 31, 2025 | ||||||||||
Initial cost | $ | $ | |||||||||
Cumulative upward adjustments | |||||||||||
Cumulative downward adjustments (including impairments) | ( | ( | |||||||||
Carrying value | $ | $ | |||||||||
The investment category and duration of the Company’s gross unrealized losses on fixed maturity securities as of September 30, 2026 and December 31, 2025 were as follows:
16
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
September 30, 2026 | |||||||||||||||||||||||||||||||||||
Less than 12 months | 12 Months or More | Total | |||||||||||||||||||||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
Fixed maturity securities: | |||||||||||||||||||||||||||||||||||
U.S. government and government agencies and authorities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
States, municipalities and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
Foreign governments | ( | ( | ( | ||||||||||||||||||||||||||||||||
Asset-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
Commercial mortgage-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
Residential mortgage-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
U.S. corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
Foreign corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
Total fixed maturity securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
December 31, 2025 | |||||||||||||||||||||||||||||||||||
Less than 12 months | 12 Months or More | Total | |||||||||||||||||||||||||||||||||
Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||
Fixed maturity securities: | |||||||||||||||||||||||||||||||||||
U.S. government and government agencies and authorities | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
States, municipalities and political subdivisions | ( | ( | ( | ||||||||||||||||||||||||||||||||
Foreign governments | ( | ( | ( | ||||||||||||||||||||||||||||||||
Asset-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
Commercial mortgage-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
Residential mortgage-backed | ( | ( | ( | ||||||||||||||||||||||||||||||||
U.S. corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
Foreign corporate | ( | ( | ( | ||||||||||||||||||||||||||||||||
Total fixed maturity securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
Total gross unrealized losses represented approximately 7 % of the aggregate fair value of the related securities as of September 30, 2026 and 9 % as of December 31, 2025. Approximately 52 % and 8 % of these gross unrealized losses had been in a continuous loss position for less than twelve months as of September 30, 2026 and December 31, 2025, respectively. The total gross unrealized losses are comprised of 3,561 and 1,827 individual securities as of September 30, 2026 and December 31, 2025, respectively. In accordance with its policy, the Company concluded that for these securities, the gross unrealized losses as of September 30, 2026 and December 31, 2025 were related to non-credit factors and therefore, did not recognize credit-related losses during the three and nine months ended September 30, 2026. Additionally, the Company currently does not intend to and is not required to sell these investments prior to an anticipated recovery in value.
The Company has entered into commercial mortgage loans, collateralized by the underlying real estate, on properties located throughout the U.S. As of September 30, 2026, approximately 31 % of the outstanding principal balance of commercial mortgage loans was concentrated in the states of Texas, California and Maryland. Although the Company has a diversified loan portfolio, an economic downturn could have an adverse impact on the ability of its debtors to repay their loans. The outstanding balance of commercial mortgage loans range in size from less than $0.1 million to $4.6 million as of September 30, 2026, and from less than $0.1 million to $5.0 million as of December 31, 2025.
Credit quality indicators for commercial mortgage loans include loan-to-value and debt-service coverage ratios. The loan-to-value ratio compares the principal amount of the loan to the fair value of the underlying property collateralizing the loan, and
17
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
is commonly expressed as a percentage. The debt-service coverage ratio compares a property’s annual net operating income to its annual debt-service payments and is commonly expressed as a ratio. The loan-to-value and debt-service coverage ratios are generally updated annually in the fourth quarter.
The following table presents the amortized cost basis of commercial mortgage loans, excluding the allowance for credit losses, by origination year for certain key credit quality indicators at September 30, 2026 and December 31, 2025.
September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Origination Year | |||||||||||||||||||||||||||||||||||||||||||||||
2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | % of Total | ||||||||||||||||||||||||||||||||||||||||
Loan-to-value ratios (1): | |||||||||||||||||||||||||||||||||||||||||||||||
70% and less | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
71% to 80% | % | ||||||||||||||||||||||||||||||||||||||||||||||
81% to 95% | % | ||||||||||||||||||||||||||||||||||||||||||||||
Greater than 95% | % | ||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||
Origination Year | |||||||||||||||||||||||||||||||||||||||||||||||
2026 | 2025 | 2024 | 2023 | 2022 | Prior | Total | % of Total | ||||||||||||||||||||||||||||||||||||||||
Debt-service coverage ratios (2): | |||||||||||||||||||||||||||||||||||||||||||||||
Greater than 2.0 | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
1.5 to 2.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
1.0 to 1.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Less than 1.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Origination Year | |||||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | % of Total | ||||||||||||||||||||||||||||||||||||||||
Loan-to-value ratios (1): | |||||||||||||||||||||||||||||||||||||||||||||||
70% and less | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
71% to 80% | % | ||||||||||||||||||||||||||||||||||||||||||||||
81% to 95% | % | ||||||||||||||||||||||||||||||||||||||||||||||
Greater than 95% | % | ||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
18
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
Origination Year | |||||||||||||||||||||||||||||||||||||||||||||||
2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | % of Total | ||||||||||||||||||||||||||||||||||||||||
Debt-service coverage ratios (2): | |||||||||||||||||||||||||||||||||||||||||||||||
Greater than 2.0 | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
1.5 to 2.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
1.0 to 1.5 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Less than 1.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||||||||||||||||||
(1)LTV ratio derived from current loan balance divided by the fair value of the property.
8. Fair Value Disclosures
Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities Disclosures
The fair value measurements and disclosures guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has categorized its recurring fair value basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and takes into account factors specific to the asset or liability.
The levels of the fair value hierarchy are described below:
•Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access.
•Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable in the marketplace for the asset or liability. The observable inputs are used in valuation models to calculate the fair value for the asset or liability.
•Level 3 inputs are unobservable but are significant to the fair value measurement for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
The Company reviews fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
The following tables present the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025. The amounts presented below for short-term investments, other investments, cash equivalents, other assets and other liabilities differ from the amounts presented in the consolidated balance sheets because only certain investments or certain assets and liabilities within these line items are measured at estimated fair value. Other investments are comprised of investments in the Assurant Investment Plan (“AIP”), the American Security Insurance Company Investment Plan, the Assurant Deferred Compensation Plan, the Retiree Medical Pension 401(h), and other derivatives. Other liabilities are comprised of investments in the AIP, contingent considerations related to business
19
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
combinations and other derivatives. The fair value amounts presented for other investments are received directly from third parties.
September 30, 2026 | ||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
Financial Assets | ||||||||||||||||||||||||||
Fixed maturity securities: | ||||||||||||||||||||||||||
U.S. government and government agencies and authorities | $ | $ | $ | $ | ||||||||||||||||||||||
States, municipalities and political subdivisions | ||||||||||||||||||||||||||
Foreign governments | ||||||||||||||||||||||||||
Asset-backed | ||||||||||||||||||||||||||
Commercial mortgage-backed | ||||||||||||||||||||||||||
Residential mortgage-backed | ||||||||||||||||||||||||||
U.S. corporate | ||||||||||||||||||||||||||
Foreign corporate | ||||||||||||||||||||||||||
Equity securities: | ||||||||||||||||||||||||||
Mutual funds | ||||||||||||||||||||||||||
Common stocks | ||||||||||||||||||||||||||
Non-redeemable preferred stocks | ||||||||||||||||||||||||||
Short-term investments | (2) | (3) | ||||||||||||||||||||||||
Other investments | (1) | |||||||||||||||||||||||||
Cash equivalents | (2) | (3) | ||||||||||||||||||||||||
Other assets | (4) | |||||||||||||||||||||||||
Total financial assets | $ | $ | $ | $ | ||||||||||||||||||||||
Financial Liabilities | ||||||||||||||||||||||||||
Other liabilities | $ | $ | (1) | $ | $ | (5) | ||||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
20
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
December 31, 2025 | ||||||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
Financial Assets | ||||||||||||||||||||||||||
Fixed maturity securities: | ||||||||||||||||||||||||||
U.S. government and government agencies and authorities | $ | $ | $ | $ | ||||||||||||||||||||||
States, municipalities and political subdivisions | ||||||||||||||||||||||||||
Foreign governments | ||||||||||||||||||||||||||
Asset-backed | ||||||||||||||||||||||||||
Commercial mortgage-backed | ||||||||||||||||||||||||||
Residential mortgage-backed | ||||||||||||||||||||||||||
U.S. corporate | ||||||||||||||||||||||||||
Foreign corporate | ||||||||||||||||||||||||||
Equity securities: | ||||||||||||||||||||||||||
Mutual funds | ||||||||||||||||||||||||||
Common stocks | ||||||||||||||||||||||||||
Non-redeemable preferred stocks | ||||||||||||||||||||||||||
Short-term investments | (2) | (3) | ||||||||||||||||||||||||
Other investments | (1) | |||||||||||||||||||||||||
Cash equivalents | (2) | (3) | ||||||||||||||||||||||||
Other assets | (4) | |||||||||||||||||||||||||
Total financial assets | $ | $ | $ | $ | ||||||||||||||||||||||
Financial Liabilities | ||||||||||||||||||||||||||
Other liabilities | $ | $ | (1) | $ | $ | (5) | ||||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Primarily includes mutual funds and related obligations.
(2)Primarily includes money market funds.
(3)Primarily includes fixed maturity securities.
(4)Primarily includes derivatives.
(5)Includes contingent consideration liabilities and other derivatives.
Level 3 assets increased during the nine months ended September 30, 2026, primarily due to purchases of fixed maturity securities classified as Level 3 upon acquisition and transfers of fixed maturity securities from Level 2 to Level 3 mainly due to unobservable market transactions and pricing information.
21
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
The following tables disclose the carrying value, fair value and hierarchy level of the financial instruments that are not recognized or are not carried at fair value in the consolidated balance sheets as of the dates indicated:
September 30, 2026 | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
Carrying Value | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Financial Assets | |||||||||||||||||||||||||||||
Commercial mortgage loans on real estate | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Other investments | |||||||||||||||||||||||||||||
Other assets | |||||||||||||||||||||||||||||
Total financial assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Financial Liabilities | |||||||||||||||||||||||||||||
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal) (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Funds withheld under reinsurance | |||||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
December 31, 2025 | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
Carrying Value | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
Financial Assets | |||||||||||||||||||||||||||||
Commercial mortgage loans on real estate | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Other investments | |||||||||||||||||||||||||||||
Other assets | |||||||||||||||||||||||||||||
Total financial assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Financial Liabilities | |||||||||||||||||||||||||||||
Policy reserves under investment products (Individual and group annuities, subject to discretionary withdrawal) (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Funds withheld under reinsurance | |||||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||||
Total financial liabilities | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
9. Deferred Acquisition Costs
The following table discloses information about deferred acquisition costs as of the dates indicated:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
Costs deferred | |||||||||||||||||||||||
Amortization | ( | ( | ( | ( | |||||||||||||||||||
Ending balance | $ | $ | $ | $ | |||||||||||||||||||
22
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
10. Reserves
Reserve Roll Forward
The following table provides a roll forward of the Company’s beginning and ending claims and benefits payable balances. Claims and benefits payable is the liability for unpaid loss and loss adjustment expenses and is comprised of case and incurred but not reported (“IBNR”) reserves.
Since unpaid loss and loss adjustment expenses are estimates, the Company’s actual losses incurred may be more or less than the Company’s previously developed estimates, which is referred to as either unfavorable or favorable development, respectively.
The best estimate of ultimate loss and loss adjustment expense is generally selected from a blend of methods that are applied consistently each period. There have been no significant changes in the methodologies and assumptions utilized in estimating the liability for unpaid loss and loss adjustment expenses for any of the periods presented.
For the Nine Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
Claims and benefits payable, at beginning of period | $ | $ | |||||||||
Less: Reinsurance ceded and other | ( | ( | |||||||||
Net claims and benefits payable, at beginning of period | |||||||||||
Incurred losses and loss adjustment expenses related to: | |||||||||||
Current year | |||||||||||
Prior years | ( | ( | |||||||||
Total incurred losses and loss adjustment expenses | |||||||||||
Paid losses and loss adjustment expenses related to: | |||||||||||
Current year | |||||||||||
Prior years | |||||||||||
Total paid losses and loss adjustment expenses | |||||||||||
Net claims and benefits payable, at end of period | |||||||||||
Plus: Reinsurance ceded and other (1) | |||||||||||
Claims and benefits payable, at end of period (1) | $ | $ | |||||||||
The Company experienced net favorable loss development of $97.4 million and $126.2 million for the nine months ended September 30, 2026 and 2025, respectively, as presented in the roll forward table above.
Global Lifestyle contributed $42.1 million and $40.6 million in net favorable loss development for the nine months ended September 30, 2026 and 2025, respectively. The net favorable loss development in both periods was attributable to nearly all lines of business in Global Lifestyle across most of the Company’s regions with a concentration on more recent accident years and based on emerging evaluations regarding loss experience. Global Automotive contributed $22.8 million of net favorable development, primarily reflecting favorability in severity assumptions within an asset protection product. Connected Living contributed $19.3 million of net favorable development, of which $8.6 million was from mobile, $7.6 million was from extended service contracts, and $3.1 million was from financial services and other insurance products. Mobile development reflected reserve releases as a new client’s actual loss experience replaced initial pricing assumptions. Extended service contract development reflected the emergence of more favorable frequency and severity assumptions globally. Development on financial services and other insurance products was driven by reserve releases on short-tail products and declining portfolios. For the nine months ended September 30, 2025, the favorable development was primarily from Connected Living due to similar drivers as noted above. Many of these contracts and products contain retrospective commission (profit sharing) provisions that would result in offsetting increases or decreases in expense depending on whether the development was favorable or unfavorable.
Global Housing contributed $49.5 million and $86.6 million of net favorable loss development for the nine months ended September 30, 2026 and 2025, respectively. The net favorable loss development for the nine months ended September 30, 2026
23
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
consisted of $60.7 million of net favorable non-catastrophe development and $11.2 million of net unfavorable development from prior catastrophe events. The net favorable non-catastrophe development was primarily driven by $43.1 million from lender-placed hazard due to easing inflation and lower frequency as observed by favorable actual loss emergence data compared to prior estimates. The net favorable loss development for the nine months ended September 30, 2025 was primarily due to similar drivers as noted above.
11. Accumulated Other Comprehensive Income
Certain amounts included in the consolidated statements of comprehensive income are net of reclassification adjustments. The following tables summarize those reclassification adjustments (net of taxes) for the periods indicated:
Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | Net unrealized losses on investments | Net unrealized gains (losses) on derivative transactions | Unamortized net losses on Pension Plans | Accumulated other comprehensive loss | |||||||||||||||||||||||||
Balance at June 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
Change in accumulated other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | |||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
Net current-period other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||
Balance at September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | Net unrealized losses on investments | Net unrealized gains (losses) on derivative transactions | Unamortized net losses on Pension Plans | Accumulated other comprehensive loss | |||||||||||||||||||||||||
Balance at June 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
Change in accumulated other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
Net current-period other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
24
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | Net unrealized gains (losses) on investments | Net unrealized gains (losses) on derivative transactions | Unamortized net losses on Pension Plans | Accumulated other comprehensive loss | |||||||||||||||||||||||||
Balance at December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
Change in accumulated other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | |||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
Net current-period other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||
Balance at September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | Net unrealized gains on investments | Net unrealized gains (losses) on derivative transactions | Unamortized net losses on Pension Plans | Accumulated other comprehensive loss | |||||||||||||||||||||||||
Balance at December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
Change in accumulated other comprehensive income (loss) before reclassifications | |||||||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
Net current-period other comprehensive income (loss) | |||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
25
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
The following tables summarize the reclassifications out of AOCI for the periods indicated:
Details about accumulated other comprehensive income components | Amount reclassified from accumulated other comprehensive income | Affected line item in the statement where net income is presented | |||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
Net unrealized losses on investments | $ | $ | $ | $ | Net realized losses on investments and fair value changes to equity securities | ||||||||||||||||||||||||
( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||
$ | $ | $ | $ | Net of tax | |||||||||||||||||||||||||
Net unrealized (gains) losses on derivative transactions related to: | |||||||||||||||||||||||||||||
Interest rate derivatives | $ | ( | $ | ( | $ | ( | $ | ( | Interest expense | ||||||||||||||||||||
Interest rate derivatives | ( | ( | Loss on extinguishment of debt | ||||||||||||||||||||||||||
Foreign exchange derivatives | Underwriting, selling, general and administrative expenses | ||||||||||||||||||||||||||||
( | ( | ( | ( | ||||||||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||||||||
$ | ( | $ | ( | $ | ( | $ | ( | Net of tax | |||||||||||||||||||||
Amortization of pension and postretirement unrecognized net periodic benefit cost: | |||||||||||||||||||||||||||||
Amortization of net loss | $ | $ | $ | $ | (1) | ||||||||||||||||||||||||
Settlement loss | (1) | ||||||||||||||||||||||||||||
( | ( | ( | ( | Provision for income taxes | |||||||||||||||||||||||||
$ | $ | $ | $ | Net of tax | |||||||||||||||||||||||||
Total reclassifications for the period | $ | $ | $ | $ | Net of tax | ||||||||||||||||||||||||
12. Earnings Per Common Share
The following table presents net income, the weighted average common shares used in calculating basic EPS and those used in calculating diluted EPS for each period presented below. Diluted EPS reflects the incremental common shares from common shares issuable upon vesting of performance share units (“PSUs”) and the purchase of shares under the Employee Stock Purchase Plan (the “ESPP”) using the treasury stock method. The outstanding restricted stock units (“RSUs”) have non-forfeitable rights to dividend equivalents and are therefore included in calculating basic and diluted EPS under the two-class method.
26
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Numerator | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Less: Earnings allocated to participating securities | ( | ( | ( | ( | |||||||||||||||||||
Net income used in basic and diluted per common share calculations | $ | $ | $ | $ | |||||||||||||||||||
Denominator | |||||||||||||||||||||||
Weighted average common shares outstanding used in basic per common share calculations | |||||||||||||||||||||||
Incremental common shares from: | |||||||||||||||||||||||
PSUs | |||||||||||||||||||||||
ESPP | |||||||||||||||||||||||
Weighted average common shares outstanding used in diluted per common share calculations | |||||||||||||||||||||||
Earnings per common share – Basic | $ | $ | $ | $ | |||||||||||||||||||
Earnings per common share – Diluted | $ | $ | $ | $ | |||||||||||||||||||
There were no 42,539 and 46,455 for the three and nine months ended September 30, 2025, respectively, were anti-dilutive and thus not included in the computation of diluted EPS under the treasury stock method.
13. Retirement and Other Employee Benefits
The Company and its subsidiaries participate in a non-contributory, qualified defined benefit pension plan (“Assurant Pension Plan”) covering substantially all employees prior to closing to new hires on January 1, 2014. The Company also has various non-contributory, non-qualified supplemental plans covering certain employees, including the Assurant Executive Pension Plan and the Assurant Supplemental Executive Retirement Plan. The qualified and non-qualified plans are referred to as “Pension Benefits” unless otherwise noted. The Pension Benefits were frozen on March 1, 2016.
In addition, until terminated effective December 31, 2024 (the “Termination Date”), the Company provided certain health care benefits for retired employees and their dependents (“Retirement Health Benefits”). Retirement Health Benefits were paid through the Termination Date. The Company will continue to provide certain life benefits for retired employees following termination of the Retirement Health Benefits (together, “Plan Benefits”).
27
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
The following table presents the components of net periodic benefit cost for the Pension Benefits and Plan Benefits for the three and nine months ended September 30, 2026 and 2025:
Qualified Pension Benefits | Unfunded Non-qualified Pension Benefits | Plan Benefits | |||||||||||||||||||||||||||||||||
For the Three Months Ended September 30, | For the Three Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
Interest cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Expected return on plan assets | ( | ( | |||||||||||||||||||||||||||||||||
Amortization of net loss | |||||||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||
Qualified Pension Benefits | Unfunded Non-qualified Pension Benefits | Plan Benefits | |||||||||||||||||||||||||||||||||
For the Nine Months Ended September 30, | For the Nine Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
Interest cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Expected return on plan assets | ( | ( | |||||||||||||||||||||||||||||||||
Amortization of net loss | |||||||||||||||||||||||||||||||||||
Settlement loss | |||||||||||||||||||||||||||||||||||
Net periodic benefit cost | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||
14. Commitments and Contingencies
Letters of Credit
In the normal course of business, letters of credit are issued for various purposes. These letters of credit are supported by commitments under which the Company is required to indemnify the financial institution issuing the letter of credit if the letter of credit is drawn. The Company had $1.4 million and $1.7 million of letters of credit outstanding as of September 30, 2026 and December 31, 2025, respectively.
Legal and Regulatory Matters
The Company is involved in a variety of litigation and legal and regulatory proceedings relating to its current and past business operations and, from time to time, it may become involved in other such actions. The Company defends such actions vigorously. The Company has participated and may participate in settlements on terms that the Company considers reasonable.
28
Assurant, Inc.
Notes to Consolidated Financial Statements (unaudited)
(in millions, except number of shares and per share amounts)
15. Restructuring and Related Impairment Charges
In December 2022, the Company finalized a restructuring plan (the “2022 Plan”) to realize greater efficiencies by continuing to simplify its business portfolio and leverage its global footprint to reduce costs. In September 2023, the Company amended and extended the 2022 Plan to include additional actions within the initiatives described above, including further consolidation of its real estate portfolio and additional changes to its organizational structure. These actions were completed in 2025, with some remaining payments scheduled into 2027.
In December 2025, the Company finalized a new restructuring plan (the “2025 Plan”) to optimize operational efficiencies and reduce its global footprint. Total costs of $28.7 million were incurred in fourth quarter 2025 related to the 2025 Plan, and no additional costs are expected to be incurred for this plan.
There were no 1.4 million of net reduction recorded for restructuring costs under the 2022 Plan, which included a $3.1 million reduction to previously estimated and recorded contract exit costs, partially offset by $1.7 million of severance and other employee benefits charges.
The following table shows the rollforward of the accrued liability by major type.
Severance and Other Employee Benefits | Contract Exit Costs | ||||||||||
Balance at January 1, 2026 | $ | $ | |||||||||
Cash payments | ( | ( | |||||||||
Balance at September 30, 2026 | $ | $ | |||||||||
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except number of shares and per share amounts)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and the annual audited consolidated financial statements for the year ended December 31, 2025 and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited consolidated financial statements for the three and nine months ended September 30, 2026 and accompanying notes (the “Consolidated Financial Statements”) included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). The following discussion and analysis covers the three and nine months ended September 30, 2026 (“Third Quarter 2026” and “Nine Months 2026”) and the three and nine months ended September 30, 2025 (“Third Quarter 2025” and “Nine Months 2025”).
Some of the statements in this Report, including our business and financial plans and any statements regarding our anticipated future financial performance, business prospects, growth and operating strategies and similar matters, may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of words such as “outlook,” “objective,” “will,” “may,” “can,” “anticipates,” “expects,” “estimates,” “projects,” “intends,” “plans,” “believes,” “targets,” “forecasts,” “potential,” “approximately,” and the negative version of those words and other words and terms with a similar meaning. Any forward-looking statements contained in this Report are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that our future plans, estimates or expectations will be achieved. Our actual results might differ materially from those projected in the forward-looking statements. We undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments. The following factors could cause our actual results to differ materially from those currently estimated by management:
(i)the impact of general economic, financial market and political conditions and conditions in the markets in which we operate, including inflation, geopolitical conflict in the Middle East, tariff policies in the United States and abroad, global supply chain impacts and recessionary pressures;
(ii)the loss of significant clients, distributors or other parties with whom we do business, or if we are unable to renew contracts with them on favorable terms, or if they disintermediate us, or if those parties face financial, reputational or regulatory issues;
(iii)significant competitive pressures, changes in customer preferences and disruption, including the impact of artificial intelligence;
(iv)the failure to execute our strategy, including through organic growth and the continuing service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce;
(v)the failure to find suitable acquisitions at attractive prices, integrate acquired businesses or divest of non-strategic businesses effectively;
(vi)our inability to recover should we experience a business continuity event;
(vii)the failure to manage vendors and other third parties on whom we rely to conduct business and provide services to our clients;
(viii)risks related to our international operations;
(ix)declines in the value and availability of mobile devices, and regulatory compliance or other risks in our mobile business;
(x)our inability to develop and maintain distribution sources or attract and retain sales representatives and executives with key client relationships;
(xi)risks associated with joint ventures, franchises and investments in which we share ownership and management with third parties;
(xii)the impact of catastrophe and non-catastrophe losses, including as a result of climate change and the current inflationary environment;
(xiii)negative publicity relating to our business, practices, industry or clients;
30
(xiv)the adequacy of reserves established for claims and our inability to accurately predict and price for claims and other costs;
(xv)a decline in financial strength ratings of our insurance subsidiaries or in our corporate senior debt ratings;
(xvi)fluctuations in exchange rates, including in the current environment;
(xvii)an impairment of goodwill or other intangible assets;
(xviii)the failure to maintain effective internal control over financial reporting;
(xix)unfavorable conditions in the capital and credit markets;
(xx)a decrease in the value of our investment portfolio, including due to market, credit and liquidity risks, and changes in interest rates;
(xxi)an impairment in the value of our deferred tax assets;
(xxii)the unavailability or inadequacy of reinsurance coverage and the credit risk of reinsurers, including those to whom we have sold business through reinsurance;
(xxiii)the credit risk of some of our agents, third-party administrators and clients;
(xxiv)the inability of our subsidiaries to pay sufficient dividends to the holding company and limitations on our ability to declare and pay dividends or repurchase shares;
(xxv)limitations in the analytical models we use to assist in our decision-making;
(xxvi)the failure to effectively maintain and modernize our technology systems and infrastructure, or the failure to integrate those of acquired businesses;
(xxvii)breaches of our technology systems or those of third parties with whom we do business, or the failure to protect the security of data in such systems, including due to cyberattacks and as a result of working remotely;
(xxviii)the costs of complying with, or the failure to comply with, extensive laws and regulations to which we are subject, including those related to privacy, data security, data protection and tax;
(xxix)the impact of litigation and regulatory actions;
(xxx)reductions or deferrals in the insurance premiums we charge;
(xxxi)changes in insurance, tax and other regulations;
(xxxii)volatility in our common stock price and trading volume; and
(xxxiii)employee misconduct.
For additional information on factors that could affect our actual results, please refer to “Critical Factors Affecting Results” below and in Item 7 of our 2025 Annual Report, and “Item 1A—Risk Factors” below and in our 2025 Annual Report.
Segment Information
As of September 30, 2026, we had two reportable operating segments which are defined based on the manner in which the Company’s chief operating decision maker, our CEO, reviews the business to assess performance and allocate resources, and which align to the nature of the products and services offered:
•Global Lifestyle: includes mobile device solutions (including extended service contracts, insurance policies and related services), extended service contracts and related services for consumer electronics and appliances, and financial services and other insurance products (referred to as “Connected Living”); and vehicle protection services, commercial equipment protection and other related services (referred to as “Global Automotive”); and
•Global Housing: includes lender-placed homeowners, manufactured housing and flood insurance, as well as voluntary manufactured housing, condominium and homeowners insurance (referred to as “Homeowners”); and renters insurance and other products (referred to as “Renters and Other”).
In addition, we report the Corporate and Other segment, which includes corporate employee-related expenses, activities of the holding company and investments in our home warranty business.
We define Adjusted EBITDA, our segment measure of profitability, as net income, excluding net realized gains (losses) on investments and fair value changes to equity securities, interest expense, benefit (provision) for income taxes, depreciation expense, amortization of purchased intangible assets, as well as other highly variable or unusual items.
31
Critical Factors Affecting Results
Our results depend on, among other things, the appropriateness of our product pricing, underwriting, the accuracy of our reserving methodology for future policyholder benefits and claims, the frequency and severity of reportable and non-reportable catastrophes, returns on and values of invested assets, our investment income, and our ability to enhance operational efficiencies. Our results also depend on our ability to profitably grow our businesses, including our Connected Living, Global Automotive, and Renters and Other businesses, and the performance of our Homeowners business, which will be impacted by our ability to provide a superior customer experience, including from our investments in technology and digital initiatives. Factors affecting these items, including conditions in the financial markets, the global economy, political conditions and the markets in which we operate, fluctuations in exchange rates, interest rates and inflation, and tariffs and global supply chain disruptions may have a material adverse effect on our results of operations or financial condition. For more information on these and other factors that could affect our results, see “Item 1A—Risk Factors” below and in our 2025 Annual Report, and “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Factors Affecting Results” in our 2025 Annual Report.
Our results may also be impacted by our ability to capitalize on opportunities for further growth, including within adjacent markets such as home warranty. Our mobile business is subject to volatility in device trade-in volumes and margins based on the actual and anticipated timing of the release of new devices, carrier promotional programs and sales prices for used devices, as well as to changes in consumer preferences and client forecasts and demands. Our Homeowners revenue is impacted by changes in the housing market, as well as the voluntary insurance market. In addition, across many of our businesses, we must respond to competitive pressures, including the threat of disruption and competition for talent. For more information on these and other factors that could affect our results, see “Item 1A—Risk Factors—Business, Strategic and Operational Risks—Significant competitive pressures, changes in customer preferences and disruption could adversely affect our results of operations”, “—Our mobile business is subject to the risk of declines in the value and availability of mobile devices, and to regulatory compliance and other risks” and “—The success of our business depends on the execution of our strategy, including through the continuing service of key executives, senior leaders, highly-skilled personnel and a high-performing workforce” in our 2025 Annual Report.
Critical Accounting Policies and Estimates
Our 2025 Annual Report describes the accounting policies and estimates that are critical to the understanding of our results of operations, financial condition and liquidity. The accounting policies and estimation process described in the 2025 Annual Report were consistently applied to the unaudited interim Consolidated Financial Statements for Third Quarter 2026.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see Note 3 to the Consolidated Financial Statements included elsewhere in this Report.
32
Results of Operations
Assurant Consolidated
The table below presents information regarding our consolidated results of operations for the periods indicated:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Net earned premiums | $ | 2,827.9 | $ | 2,627.2 | $ | 8,377.2 | $ | 7,777.2 | |||||||||||||||
Fees and other income | 579.7 | 484.4 | 1,634.1 | 1,351.0 | |||||||||||||||||||
Net investment income | 147.2 | 133.5 | 449.2 | 387.0 | |||||||||||||||||||
Net realized losses on investments and fair value changes to equity securities | (25.3) | (13.6) | (56.7) | (51.3) | |||||||||||||||||||
Total revenues | 3,529.5 | 3,231.5 | 10,403.8 | 9,463.9 | |||||||||||||||||||
Benefits, losses and expenses: | |||||||||||||||||||||||
Policyholder benefits | 782.4 | 709.6 | 2,299.8 | 2,210.8 | |||||||||||||||||||
Underwriting, selling, general and administrative expenses | 2,368.4 | 2,161.5 | 6,956.1 | 6,366.5 | |||||||||||||||||||
Interest expense | 28.3 | 27.9 | 85.0 | 81.4 | |||||||||||||||||||
Loss on extinguishment of debt | — | 1.3 | — | 1.3 | |||||||||||||||||||
Total benefits, losses and expenses | 3,179.1 | 2,900.3 | 9,340.9 | 8,660.0 | |||||||||||||||||||
Income before provision for income taxes | 350.4 | 331.2 | 1,062.9 | 803.9 | |||||||||||||||||||
Provision for income taxes | 75.2 | 65.6 | 215.0 | 156.4 | |||||||||||||||||||
Net income | $ | 275.2 | $ | 265.6 | $ | 847.9 | $ | 647.5 | |||||||||||||||
For the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Net income increased $9.6 million, or 4%, to $275.2 million for Third Quarter 2026 from $265.6 million for Third Quarter 2025, primarily due to higher earnings in Global Lifestyle and Global Housing. The increase in net income was partially offset by $14.0 million of higher after-tax reportable catastrophes, higher net realized losses on investments and fair value changes to equity securities, higher Corporate and Other expenses, and a higher annualized effective tax rate, mainly due to higher tax credits reported in the prior year.
For the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Net income increased $200.4 million, or 31%, to $847.9 million for Nine Months 2026 from $647.5 million for Nine Months 2025, primarily driven by $104.6 million of lower after-tax reportable catastrophes and higher earnings in Global Lifestyle and Global Housing. The increase in net income was partially offset by $18.6 million of higher after-tax depreciation expense, mainly due to higher software assets placed into service, and higher Corporate and Other expenses.
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Global Lifestyle
The table below presents information regarding the Global Lifestyle segment’s results of operations for the periods indicated:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues | |||||||||||||||||||||||
Net earned premiums | $ | 2,130.9 | $ | 1,973.3 | $ | 6,290.8 | $ | 5,854.8 | |||||||||||||||
Fees and other income | 530.2 | 432.9 | 1,494.2 | 1,208.8 | |||||||||||||||||||
Net investment income | 100.1 | 90.9 | 306.3 | 262.6 | |||||||||||||||||||
Total revenues | 2,761.2 | 2,497.1 | 8,091.3 | 7,326.2 | |||||||||||||||||||
Benefits, losses and expenses | |||||||||||||||||||||||
Policyholder benefits | 548.5 | 486.0 | 1,564.7 | 1,389.9 | |||||||||||||||||||
Selling and underwriting expenses | 1,310.2 | 1,231.2 | 3,905.1 | 3,727.2 | |||||||||||||||||||
Cost of sales | 312.9 | 249.0 | 880.5 | 665.2 | |||||||||||||||||||
General expenses | 352.7 | 324.1 | 1,023.0 | 937.9 | |||||||||||||||||||
Total benefits, losses and expenses | 2,524.3 | 2,290.3 | 7,373.3 | 6,720.2 | |||||||||||||||||||
Global Lifestyle Adjusted EBITDA | $ | 236.9 | $ | 206.8 | $ | 718.0 | $ | 606.0 | |||||||||||||||
Net earned premiums, fees and other income: | |||||||||||||||||||||||
Connected Living | $ | 1,583.5 | $ | 1,357.2 | $ | 4,618.2 | $ | 3,917.0 | |||||||||||||||
Global Automotive | 1,077.6 | 1,049.0 | 3,166.8 | 3,146.6 | |||||||||||||||||||
Total | $ | 2,661.1 | $ | 2,406.2 | $ | 7,785.0 | $ | 7,063.6 | |||||||||||||||
Net earned premiums, fees and other income: | |||||||||||||||||||||||
Domestic | $ | 2,002.8 | $ | 1,834.2 | $ | 5,843.8 | $ | 5,425.6 | |||||||||||||||
International | 658.3 | 572.0 | 1,941.2 | 1,638.0 | |||||||||||||||||||
Total | $ | 2,661.1 | $ | 2,406.2 | $ | 7,785.0 | $ | 7,063.6 | |||||||||||||||
For the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Adjusted EBITDA increased $30.1 million, or 15%, to $236.9 million for Third Quarter 2026 from $206.8 million for Third Quarter 2025, primarily driven by Connected Living growth, reflecting global mobile growth across supply chain programs and device protection, as well as higher contributions from financial services. Global Automotive results for Third Quarter 2026 were slightly above Third Quarter 2025 results, as improved loss experience and continued growth from global partnerships were largely offset by the absence of the previously disclosed Third Quarter 2025 non-run rate benefit of $6.1 million.
Total revenues increased $264.1 million, or 11%, to $2.76 billion for Third Quarter 2026 from $2.50 billion for Third Quarter 2025. Net earned premiums increased $157.6 million, or 8%, primarily driven by Connected Living growth from device protection programs and extended service contracts, including a recently launched U.S. program, growth from global partnerships in Global Automotive and higher contributions from financial services in Connected Living. Fees and other income increased $97.3 million, or 22%, primarily driven by higher volumes in domestic supply chain programs within Connected Living. Net investment income increased $9.2 million, or 10%, primarily driven by fixed maturity securities due to higher asset balances and yields.
Total benefits, losses and expenses increased $234.0 million, or 10%, to $2.52 billion for Third Quarter 2026 from $2.29 billion for Third Quarter 2025. Selling and underwriting expenses increased $79.0 million, or 6%, primarily due to an increase in commission expenses in Connected Living, mainly related to growth from extended service contracts and device protection programs, and Global Automotive in line with the increase in net earned premiums. Cost of sales increased $63.9 million, or 26%, mainly driven by higher volumes in domestic supply chain programs. Policyholder benefits increased $62.5 million, or 13%, primarily due to growth in extended service contracts, including a recently launched U.S. program, and higher losses within financial services in Connected Living. General expenses increased $28.6 million, or 9%, primarily due to higher employee-related costs and expenses to support growth initiatives.
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For the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Adjusted EBITDA increased $112.0 million, or 18%, to $718.0 million for Nine Months 2026 from $606.0 million for Nine Months 2025, primarily driven by Connected Living growth from device protection and supply chain programs, as well as improved loss experience in Global Automotive and higher contributions from financial services in Connected Living.
Total revenues increased $765.1 million, or 10%, to $8.09 billion for Nine Months 2026 from $7.33 billion for Nine Months 2025. Net earned premiums increased $436.0 million, or 7%, primarily driven by growth in Connected Living from device protection programs, extended service contracts, including a recently launched U.S. program, and financial services, including a card benefits program, and growth from global partnerships in Global Automotive. Fees and other income increased $285.4 million, or 24%, primarily driven by higher volumes in domestic supply chain programs within Connected Living. Net investment income increased $43.7 million, or 17%, primarily driven by fixed maturity securities due to higher asset balances and yields and a gain on the sale of a real estate joint venture in the first quarter of 2026.
Total benefits, losses and expenses increased $653.1 million, or 10%, to $7.37 billion for Nine Months 2026 from $6.72 billion for Nine Months 2025. Cost of sales increased $215.3 million, or 32%, mainly driven by higher volumes in domestic supply chain programs. Selling and underwriting expenses increased $177.9 million, or 5%, primarily due to an increase in commission expenses in Connected Living, mainly related to the growth from device protection programs and extended service contracts in line with the increase in net earned premiums. Policyholder benefits increased $174.8 million, or 13%, primarily due to growth in extended service contracts, including a recently launched U.S. program, and higher losses within financial services in Connected Living. General expenses increased $85.1 million, or 9%, primarily due to higher employee-related costs and expenses to support growth initiatives.
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Global Housing
The table below presents information regarding the Global Housing segment’s results of operations for the periods indicated:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues | |||||||||||||||||||||||
Net earned premiums | $ | 695.5 | $ | 651.4 | $ | 2,082.0 | $ | 1,916.9 | |||||||||||||||
Fees and other income | 49.4 | 51.5 | 139.8 | 140.5 | |||||||||||||||||||
Net investment income | 36.3 | 36.0 | 112.6 | 104.1 | |||||||||||||||||||
Total revenues | 781.2 | 738.9 | 2,334.4 | 2,161.5 | |||||||||||||||||||
Benefits, losses and expenses | |||||||||||||||||||||||
Policyholder benefits | 232.4 | 221.9 | 731.7 | 813.6 | |||||||||||||||||||
Selling and underwriting expenses | 61.5 | 54.9 | 181.8 | 146.8 | |||||||||||||||||||
General expenses | 219.0 | 205.8 | 641.1 | 618.0 | |||||||||||||||||||
Total benefits, losses and expenses | 512.9 | 482.6 | 1,554.6 | 1,578.4 | |||||||||||||||||||
Global Housing Adjusted EBITDA | $ | 268.3 | $ | 256.3 | $ | 779.8 | $ | 583.1 | |||||||||||||||
Impact of reportable catastrophes | $ | 19.7 | $ | 2.9 | $ | 56.3 | $ | 189.4 | |||||||||||||||
Net earned premiums, fees and other income | |||||||||||||||||||||||
Homeowners | $ | 600.0 | $ | 553.9 | $ | 1,780.5 | $ | 1,629.6 | |||||||||||||||
Renters and Other | 144.9 | 149.0 | 441.3 | 427.8 | |||||||||||||||||||
Total | $ | 744.9 | $ | 702.9 | $ | 2,221.8 | $ | 2,057.4 | |||||||||||||||
For the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Adjusted EBITDA increased $12.0 million, or 5%, to $268.3 million for Third Quarter 2026 from $256.3 million for Third Quarter 2025, mainly driven by favorable non-catastrophe loss experience, primarily from lower claims frequency, and lower catastrophe reinsurance costs. This increase was partially offset by $16.8 million of higher pre-tax reportable catastrophes and $7.9 million of lower favorable year-over-year non-catastrophe prior period reserve development.
Total revenues increased $42.3 million, or 6%, to $781.2 million for Third Quarter 2026 from $738.9 million for Third Quarter 2025. Net earned premiums increased $44.1 million, or 7%, primarily driven by growth across Homeowners from specialty products, lower catastrophe reinsurance costs and higher average insured values within lender-placed. Net investment income increased $0.3 million, or 1%, primarily due to higher yields and asset balances for fixed maturity securities, partially offset by lower asset balances and yields for cash and short-term investments. Fees and other income decreased $2.1 million, or 4%, primarily driven by a decline in service fees.
Total benefits, losses and expenses increased $30.3 million, or 6%, to $512.9 million for Third Quarter 2026 from $482.6 million for Third Quarter 2025. General expenses increased $13.2 million, or 6%, primarily due to higher expenses associated with net earned premium growth. Policyholder benefits increased $10.5 million, or 5%, primarily due to higher reportable catastrophe losses and lower favorable year-over-year non-catastrophe prior period reserve development. Third Quarter 2026 had $20.6 million of favorable non-catastrophe prior period reserve development compared to $28.5 million in Third Quarter 2025. This increase in policyholder benefits was partially offset by lower frequency for non-catastrophe losses. Selling and underwriting expenses increased $6.6 million, or 12%, primarily driven by higher commissions related to growth across various products.
For the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Adjusted EBITDA increased $196.7 million, or 34%, to $779.8 million for Nine Months 2026 from $583.1 million for Nine Months 2025, mainly due to $133.1 million of lower pre-tax reportable catastrophes, favorable non-catastrophe loss experience, primarily from lower claims severity and frequency, growth across various specialty products within Homeowners and Renters and Other, and lower catastrophe reinsurance costs. This increase in Adjusted EBITDA was partially offset by $30.3 million of lower favorable year-over-year non-catastrophe prior year reserve development.
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Total revenues increased $172.9 million, or 8%, to $2.33 billion for Nine Months 2026 from $2.16 billion for Nine Months 2025. Net earned premiums increased $165.1 million, or 9%, primarily driven by Homeowners from growth across various specialty products, higher average premiums within lender-placed, and lower catastrophe reinsurance costs, as well as growth in Renters and Other. Net investment income increased $8.5 million, or 8%, primarily due to higher yields and asset balances for fixed maturity securities, along with a gain on the sale of a real estate joint venture, partially offset by lower yields on cash and short-term investments. Fees and other income decreased $0.7 million, primarily driven by a decline in service fees.
Total benefits, losses and expenses decreased $23.8 million, or 2%, to $1.55 billion for Nine Months 2026 from $1.58 billion for Nine Months 2025. Policyholder benefits decreased $81.9 million, or 10%, primarily due to lower reportable catastrophe losses and lower severity and frequency for non-catastrophe losses, partially offset by higher non-catastrophe losses from exposure growth, as well as $30.3 million of lower favorable year-over-year non-catastrophe prior year reserve development. Nine Months 2026 had $60.7 million of favorable non-catastrophe prior year reserve development compared to $91.0 million in Nine Months 2025. Selling and underwriting expenses increased $35.0 million, or 24%, primarily driven by Homeowners growth across various specialty products, lower National Flood Insurance Program commission income, and higher Renters and Other commissions. General expenses increased $23.1 million, or 4%, primarily due to higher expenses associated with net earned premium growth.
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Corporate and Other
The tables below present information regarding the Corporate and Other segment’s results of operations for the periods indicated:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Revenues | |||||||||||||||||||||||
Net earned premiums | $ | — | $ | — | $ | — | $ | — | |||||||||||||||
Fees and other income | — | — | — | 1.7 | |||||||||||||||||||
Net investment income | 10.1 | 5.7 | 28.2 | 17.1 | |||||||||||||||||||
Total revenues | 10.1 | 5.7 | 28.2 | 18.8 | |||||||||||||||||||
Benefits, losses and expenses | |||||||||||||||||||||||
Policyholder benefits | — | — | — | — | |||||||||||||||||||
General expenses | 50.9 | 37.3 | 140.9 | 108.2 | |||||||||||||||||||
Total benefits, losses and expenses | 50.9 | 37.3 | 140.9 | 108.2 | |||||||||||||||||||
Corporate and Other Adjusted EBITDA | $ | (40.8) | $ | (31.6) | $ | (112.7) | $ | (89.4) | |||||||||||||||
For the Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Adjusted EBITDA decreased $9.2 million, or 29%, to $(40.8) million for Third Quarter 2026 from $(31.6) million for Third Quarter 2025, primarily due to higher general expenses, partially offset by higher net investment income, each as explained below.
Total revenues increased $4.4 million, or 77%, to $10.1 million for Third Quarter 2026 from $5.7 million for Third Quarter 2025, driven by an increase in net investment income of $4.4 million, or 77%, mostly due to higher asset balances for fixed maturity securities.
Total benefits, losses and expenses increased $13.6 million, or 36%, to $50.9 million for Third Quarter 2026 from $37.3 million for Third Quarter 2025, driven by an increase in general expenses of $13.6 million, due to higher employee-related expenses and investments to support our home warranty business.
For the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Adjusted EBITDA decreased $23.3 million, or 26%, to $(112.7) million for Nine Months 2026 from $(89.4) million for Nine Months 2025. The change in results was primarily due to higher general expenses, partially offset by higher net investment income, each as explained below.
Total revenues increased $9.4 million, or 50%, to $28.2 million for Nine Months 2026 from $18.8 million for Nine Months 2025, driven by an increase in net investment income of $11.1 million, or 65%, mainly due to higher asset balances for fixed maturity securities, partially offset by a decrease in fees and other income of $1.7 million, mostly due to the absence of proceeds on the sale of Internet Protocol addresses from Nine Months 2025.
Total benefits, losses and expenses increased $32.7 million, or 30%, to $140.9 million for Nine Months 2026 from $108.2 million for Nine Months 2025, driven by an increase in general expenses of $32.7 million, due to higher investments to support our home warranty business and higher employee-related expenses.
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Investments
We had total investments of $10.49 billion and $10.06 billion as of September 30, 2026 and December 31, 2025, respectively. Net unrealized losses on our fixed maturity securities portfolio increased $449.7 million during Nine Months 2026, from a $55.7 million unrealized loss at December 31, 2025 to a $505.4 million unrealized loss as of September 30, 2026, primarily due to an increase in Treasury rates.
The following table shows the credit quality of our fixed maturity securities portfolio as of the dates indicated:
Fair value as of | |||||||||||||||||||||||
Fixed Maturity Securities by Credit Quality | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||
Aaa / Aa / A | $ | 5,079.6 | 56.1 | % | $ | 4,710.9 | 54.9 | % | |||||||||||||||
Baa | 3,322.7 | 36.7 | % | 3,257.9 | 38.0 | % | |||||||||||||||||
Ba | 547.5 | 6.0 | % | 527.6 | 6.2 | % | |||||||||||||||||
B and lower | 105.1 | 1.2 | % | 81.3 | 0.9 | % | |||||||||||||||||
Total | $ | 9,054.9 | 100.0 | % | $ | 8,577.7 | 100.0 | % | |||||||||||||||
The following table shows the major categories of net investment income for the periods indicated:
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Fixed maturity securities | $ | 128.5 | $ | 111.4 | $ | 372.4 | $ | 319.7 | |||||||||||||||
Equity securities | 3.4 | 3.0 | 10.0 | 9.0 | |||||||||||||||||||
Commercial mortgage loans on real estate | 4.6 | 4.4 | 13.3 | 14.2 | |||||||||||||||||||
Short-term investments | 4.4 | 4.2 | 13.5 | 14.1 | |||||||||||||||||||
Other investments | (1.8) | 0.8 | 14.4 | (1.1) | |||||||||||||||||||
Cash and cash equivalents | 13.0 | 14.0 | 39.4 | 43.7 | |||||||||||||||||||
Total investment income | 152.1 | 137.8 | 463.0 | 399.6 | |||||||||||||||||||
Investment expenses | (4.9) | (4.3) | (13.8) | (12.6) | |||||||||||||||||||
Net investment income | $ | 147.2 | $ | 133.5 | $ | 449.2 | $ | 387.0 | |||||||||||||||
Net investment income increased $13.7 million, or 10%, to $147.2 million for Third Quarter 2026 from $133.5 million for Third Quarter 2025, primarily driven by higher fixed maturity asset levels and higher yields, partially offset by lower income from short-term investments and cash and cash equivalents due to lower yields.
Net realized losses on investments and fair value changes to equity securities increased $11.7 million, or 86%, to $25.3 million for Third Quarter 2026 from $13.6 million for Third Quarter 2025, primarily driven by fair value changes in equity securities reflecting increased losses on preferred stocks, mostly related to an increase in interest rates, as well as increased losses in other investments related to hedging. This was partially offset by reduced losses on sales of fixed maturity securities.
Net investment income increased $62.2 million, or 16%, to $449.2 million for Nine Months 2026 from $387.0 million for Nine Months 2025, primarily driven by higher fixed maturity asset levels and higher yields, and a gain on the sale of a real estate joint venture in the first quarter of 2026. This increase was partially offset by lower income from short-term investments and cash and cash equivalents due to lower yields.
Net realized losses on investments and fair value changes to equity securities increased $5.4 million, or 11%, to $56.7 million for Nine Months 2026 from $51.3 million for Nine Months 2025, primarily driven by fair value changes in equity securities reflecting increased losses on preferred stocks mostly related to an increase in interest rates, as well as increased losses in other investments related to hedging. This was partially offset by reduced losses on sales of fixed maturity securities.
As of September 30, 2026, we owned $5.4 million of securities guaranteed by financial guarantee insurance companies. Included in this amount was $4.6 million of municipal securities, which had a credit rating of A+ with the guarantee, but would have had a credit rating of AA- without the guarantee.
For more information on our investments, see Notes 7 and 8 to the Consolidated Financial Statements included elsewhere in this Report.
Catastrophe Reinsurance Program
Effective April 2026, coverage was placed with various reinsurers that are all rated A- or better by A.M. Best. 2026 reinsurance premiums for the total program are estimated to be $183.4 million pre-tax, compared to $210.0 million pre-tax for
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2025. The estimate for 2026 premiums reflects our exposure changes, expected Florida Hurricane Catastrophe Fund (“FHCF”) program impacts and favorable underlying rates from improved reinsurance market conditions. Actual reinsurance premiums will vary if exposure changes significantly from estimates or if reinstatement premiums are required due to catastrophe events.
The U.S. per-occurrence catastrophe coverage includes a main reinsurance program providing $1.59 billion of coverage in excess of a $160.0 million retention for a first event. Layers 1 through 5 of the program allow for one automatic reinstatement, with layer 1 not having reinstatement premium liability. When combined with the FHCF, the U.S. program protects against gross Florida losses of up to approximately $1.80 billion, in excess of retention.
Liquidity and Capital Resources
The following section discusses our ability to generate cash flows from each of our subsidiaries, borrow funds at competitive rates and raise new capital to meet our operating and growth needs. Management believes that we will have sufficient liquidity to satisfy our needs over the next twelve months, including the ability to pay interest on our debt and dividends on our common stock.
In January 2025, we entered into an agreement to sell our Miami, Florida property for a purchase price of $126.0 million, subject to certain adjustments and to the buyer receiving the requisite development approvals. If the transaction is consummated pursuant to the terms of the agreement, we expect to record a gain above the current carrying value of $46.0 million as of September 30, 2026, less estimated costs to sell. We do not anticipate that any such gain will impact our capital deployment priorities. There can be no assurance that the transaction will be consummated.
Regulatory Requirements
Assurant, Inc. is a holding company and, as such, has limited direct operations of its own. Our assets consist primarily of the capital stock of our subsidiaries. Accordingly, our future cash flows depend upon the availability of dividends and other statutorily permissible payments from our subsidiaries. Our subsidiaries’ ability to pay such dividends and make such other payments is regulated by the states and territories in which our subsidiaries are domiciled. These dividend regulations vary by jurisdiction and by type of insurance provided by the applicable subsidiary, but generally require our insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends they can pay to the holding company. See “Item 1—Business—Regulation—U.S. Insurance Regulation” and “Item 1A—Risk Factors—Legal and Regulatory Risks—Changes in insurance regulation may reduce our profitability and limit our growth” in our 2025 Annual Report. Along with solvency regulations, the primary driver in determining the amount of capital used for dividends from insurance subsidiaries is the level of capital needed to maintain desired financial strength ratings from A.M. Best Company (“A.M. Best”). For the year ending December 31, 2026, the maximum amount of dividends our regulated U.S. domiciled insurance subsidiaries could pay us, under applicable laws and regulations without prior regulatory approval, is approximately $791.9 million. Our international and non-insurance subsidiaries provide additional sources of dividends.
Regulators or rating agencies could become more conservative in their methodology and criteria, increasing capital requirements for our insurance subsidiaries or the enterprise. For further information on our ratings and the risks of ratings downgrades, see “Item 1—Business—Ratings” and “Item 1A—Risk Factors—Financial Risks—A decline in the financial strength ratings of our insurance subsidiaries could adversely affect our results of operations and financial condition” in our 2025 Annual Report.
Holding Company
As of September 30, 2026, we had approximately $954.3 million in holding company liquidity, $729.3 million above our minimum level of $225.0 million. The minimum level of holding company liquidity, which can be used for unforeseen capital needs at our subsidiaries or liquidity needs at the holding company, is an internal minimum level we seek to maintain, calibrated based on approximately one year of pre-tax corporate operating losses and interest expenses. We use the term “holding company liquidity” to represent the portion of cash and other liquid marketable securities held at Assurant, Inc. (out of a total of $1.05 billion as of September 30, 2026) which we are not otherwise holding for a specific purpose as of the balance sheet date. We can use such assets for stock repurchases, stockholder dividends, acquisitions and other corporate purposes.
Dividends or returns of capital paid by our subsidiaries, net of infusions of liquid assets and excluding amounts used for or as a result of acquisitions or received from dispositions, were $599.3 million and $925.1 million for Nine Months 2026 and Twelve Months 2025, respectively. We use these cash inflows primarily to pay holding company operating expenses, to make interest payments on indebtedness, to make dividend payments to our common stockholders, to fund investments and acquisitions, and to repurchase our common stock. From time to time, we may also seek to purchase outstanding debt in open market repurchases or privately negotiated transactions.
Dividends and Repurchases
During Nine Months 2026, we made common stock repurchases and paid dividends to our common stockholders of $410.6 million. We paid dividends of $0.88 per common share on September 28, 2026 to stockholders of record as of August
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31, 2026. Any determination to declare and pay future dividends is at the sole discretion of the Board of Directors (the “Board”) and depends upon various factors, including: our subsidiaries’ payments of dividends and other statutorily permissible payments to us; our results of operations and cash flows; our financial condition and capital requirements; general business conditions and growth prospects; any legal, tax, regulatory and contractual restrictions on the payment of dividends; and any other factors the Board deems relevant. Payments of dividends on shares of common stock will be restricted if an event of default has occurred or if the proposed common stock dividend payment would cause an event of default under the Credit Facility (as defined below); or if we defer the payment of interest on our 7.00% Fixed-to-Floating Rate Subordinated Notes due March 2048 or our 5.25% Subordinated Notes due January 2061 (refer to “—Senior and Subordinated Notes” below).
During Nine Months 2026, we repurchased 1,134,274 shares of our outstanding common stock at a cost of $275.1 million, exclusive of commissions. In November 2025, the Board authorized a share repurchase program for up to $700.0 million of our outstanding common stock. As of September 30, 2026, $499.5 million aggregate cost at purchase remained unused under the November 2025 repurchase authorization. The timing and the amount of future repurchases will depend on various factors, including those listed above.
Assurant Subsidiaries
The primary sources of funds for our subsidiaries consist of premiums and fees collected, proceeds from the sales and maturity of investments and net investment income. Cash is primarily used to pay insurance claims, agent commissions, operating expenses and taxes. We generally invest our subsidiaries’ funds in order to generate investment income.
We conduct periodic asset liability studies to measure the duration of our insurance liabilities, to develop optimal asset portfolio maturity structures for our significant lines of business and ultimately to assess that cash flows are sufficient to meet the timing of cash needs. These studies are conducted in accordance with formal company-wide Asset Liability Management guidelines.
To complete a study for a particular line of business, models are developed to project asset and liability cash flows and balance sheet items under a varied set of plausible economic scenarios. These models consider many factors including the current investment portfolio, the required capital for the related assets and liabilities, our tax position and projected cash flows from both existing and projected new business. For risks related to modeling, see “Item 1A – Risk Factors – Financial Risks –Actual results may differ materially from the analytical models we use to assist in our decision-making in key areas such as pricing, catastrophe risks, reserving and capital management.” in our 2025 Annual Report.
Alternative asset portfolio asset allocations are analyzed for significant lines of business. An investment portfolio maturity structure is then selected from these profiles given our return hurdle and risk appetite. Scenario testing of significant liability assumptions and new business projections is also performed.
Our liabilities generally do not include policyholder optionality, which means that the timing of payments is generally insensitive to the interest rate environment. In addition, our investment portfolio is largely comprised of highly liquid public fixed maturity securities with a sufficient component of such securities invested that are near maturity which may be sold with minimal risk of loss to meet cash needs.
Generally, our subsidiaries’ premiums, fees and investment income, along with planned asset sales and maturities, provide sufficient cash to pay claims and expenses. However, there may be instances when unexpected cash needs arise in excess of that available from usual operating sources. In such instances, we have several options to raise needed funds, including selling assets from the subsidiaries’ investment portfolios, using holding company cash (if available), issuing commercial paper, or drawing funds from the Credit Facility.
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Senior and Subordinated Notes
The following table shows the principal amount and carrying value of our outstanding debt, less unamortized discount and issuance costs as applicable, as of September 30, 2026 and December 31, 2025:
September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Principal Amount | Carrying Value | Principal Amount | Carrying Value | ||||||||||||||||||||
4.90% Senior Notes due March 2028 | $ | 300.0 | $ | 299.3 | $ | 300.0 | $ | 299.0 | |||||||||||||||
3.70% Senior Notes due February 2030 | 350.0 | 348.8 | 350.0 | 348.5 | |||||||||||||||||||
2.65% Senior Notes due January 2032 | 350.0 | 348.0 | 350.0 | 347.7 | |||||||||||||||||||
6.75% Senior Notes due February 2034 | 275.0 | 273.1 | 275.0 | 273.1 | |||||||||||||||||||
5.55% Senior Notes due February 2036 | 300.0 | 296.3 | 300.0 | 296.1 | |||||||||||||||||||
7.00% Fixed-to-Floating Rate Subordinated Notes due March 2048 | 400.0 | 398.9 | 400.0 | 398.3 | |||||||||||||||||||
5.25% Subordinated Notes due January 2061 | 250.0 | 244.3 | 250.0 | 244.2 | |||||||||||||||||||
Total debt | $ | 2,208.7 | $ | 2,206.9 | |||||||||||||||||||
In the next five years, we have two debt maturities in March 2028 and February 2030 when the 2028 Senior Notes and the 2030 Senior Notes, respectively, become due and payable.
Credit Facility and Commercial Paper Program
We have a $500.0 million five-year senior unsecured revolving credit facility (the “Credit Facility”) with certain lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as syndication agent. The Credit Facility provides for revolving loans and the issuance of multi-bank, syndicated letters of credit and letters of credit from a sole issuing bank in an aggregate amount of $500.0 million, which may be increased up to $750.0 million. The Credit Facility is available until June 2030, provided we are in compliance with all covenants. The Credit Facility has a sublimit for letters of credit issued thereunder of $50.0 million. The proceeds from these loans may be used for our commercial paper program or for general corporate purposes.
We made no borrowings under the Credit Facility during Nine Months 2026, and no loans were outstanding under the Credit Facility as of September 30, 2026.
Our commercial paper program requires us to maintain liquidity facilities either in an available amount equal to any outstanding notes from the program or in an amount sufficient to maintain the ratings assigned to the notes issued from the program. Our commercial paper is rated AMB-1+ by A.M. Best, P-2 by Moody’s and A-2 by S&P. Our subsidiaries do not maintain commercial paper or other borrowing facilities. This program is backed up by the Credit Facility, of which $500.0 million was available as of September 30, 2026.
We did not use the commercial paper program during Nine Months 2026 and there were no amounts relating to the commercial paper program outstanding as of September 30, 2026.
Cash Flows
We monitor cash flows at the consolidated, holding company and subsidiary levels. Cash flow forecasts at the consolidated and subsidiary levels are provided on a monthly basis, and we use trend and variance analyses to project future cash needs making adjustments to the forecasts when needed.
The table below shows our net cash flows for the periods indicated:
For the Nine Months Ended September 30, | |||||||||||
Net cash provided by (used in): | 2026 | 2025 | |||||||||
Operating activities | $ | 1,380.6 | $ | 1,162.9 | |||||||
Investing activities | (993.1) | (1,054.0) | |||||||||
Financing activities | (449.5) | (228.0) | |||||||||
Effect of exchange rate changes on cash and cash equivalents | 5.7 | 23.9 | |||||||||
Net change in cash | $ | (56.3) | $ | (95.2) | |||||||
We typically generate operating cash inflows from premiums collected from our insurance products, fees received for services and income received from our investments, while outflows consist of policy acquisition costs, benefits paid and
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operating expenses. These net cash flows are then invested to support the obligations of our insurance products and required capital supporting these products. Our cash flows from operating activities are affected by the timing of premiums, fees, and investment income received and expenses paid.
Net cash provided by operating activities was $1.38 billion for Nine Months 2026 compared to net cash provided by operating activities of $1.16 billion for Nine Months 2025. The change in net operating cash flows was largely attributable to growth in our Homeowners and Connected Living businesses and favorable year-over-year catastrophe losses, partially offset by the timing of premium collections in our mobile business in Connected Living.
Net cash used in investing activities was $993.1 million for Nine Months 2026 compared to net cash used in investing activities of $1.05 billion for Nine Months 2025. The change in net investing cash flows was primarily driven by an increase in sales of short-term investments due to the timing of working capital needs, partially offset by the investment of net cash provided by operating activities and the reinvestment of proceeds from the sale of fixed maturity securities.
Net cash used in financing activities was $449.5 million for Nine Months 2026 compared to net cash used in financing activities of $228.0 million for Nine Months 2025. The change in net financing cash flows was primarily due to the issuance of our 5.55% Senior Notes due February 2036 during Nine Months 2025 and higher share repurchases during Nine Months 2026, partially offset by the redemption of our 6.10% Senior Notes due February 2026 during Nine Months 2025.
The table below shows our cash outflows for interest and dividends for the periods indicated:
For the Nine Months Ended September 30, | |||||||||||
2026 | 2025 | ||||||||||
Interest paid on debt | $ | 109.9 | $ | 104.0 | |||||||
Common stock dividends | 135.5 | 124.2 | |||||||||
Total | $ | 245.4 | $ | 228.2 | |||||||
Letters of Credit
In the normal course of business, letters of credit are issued for various purposes. These letters of credit are supported by commitments under which we are required to indemnify the financial institution issuing the letter of credit if the letter of credit is drawn. We had $1.4 million and $1.7 million of letters of credit outstanding as of September 30, 2026 and December 31, 2025, respectively.
Limited Recourse Note
In 2024, we entered into a financing arrangement pursuant to which we are able to issue a $100 million limited recourse note and, in return, obtain a $100 million asset-backed note from a Delaware master trust. As of September 30, 2026, no notes have been issued under this arrangement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For our market risk disclosures, please refer to “Item 7A—Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Annual Report and “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments” in this Report.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2026. Based on such evaluation, management, including our CEO and CFO, has concluded that as of September 30, 2026, our disclosure controls and procedures were effective and provide reasonable assurance that information we are required to disclose in our reports pursuant to Rule 13a-15(e) or 15d-15(e) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Our CEO and CFO also have concluded that as of September 30, 2026, information that we are required to disclose in our reports under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
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Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
For a description of any material pending legal proceedings in which we are involved, see “Commitments and Contingencies—Legal and Regulatory Matters” in Note 14 to the Consolidated Financial Statements included elsewhere in this Report, which is hereby incorporated by reference.
Item 1A. Risk Factors
Certain factors may have a material adverse effect on our business, financial condition, results of operations and cash flows, and you should carefully consider them. It is not possible to predict or identify all such factors. For a discussion of potential risks or uncertainties affecting us, please refer to the information under the heading “Item 1A—Risk Factors” in our 2025 Annual Report. Additional risks and uncertainties that are not yet identified or that we currently believe to be immaterial may also materially harm our business, financial condition, results of operations and cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities:
(In millions, except number of shares and per share amounts) | |||||||||||||||||||||||
Period in 2026 | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs (1) | Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (1) | |||||||||||||||||||
July 1 - July 31 | 108,188 | $ | 278.00 | 108,188 | $ | 544.4 | |||||||||||||||||
August 1 - August 31 | 71,388 | 285.30 | 71,388 | 524.1 | |||||||||||||||||||
September 1 - September 30 | 88,472 | 277.69 | 88,472 | 499.5 | |||||||||||||||||||
Total | 268,048 | $ | 279.84 | 268,048 | $ | 499.5 | |||||||||||||||||
(1)Shares repurchased pursuant to the November 2025 publicly announced share repurchase authorization of up to $700.0 million aggregate cost at purchase of outstanding common stock. As of September 30, 2026, $499.5 million aggregate cost at purchase remained unused under the repurchase authorization.
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
On August 11, 2026 , Biju Nair , our Executive Vice President and President , Global Connected Living, adopted a Plan in his capacity as trustee of The Biju Nair Declaration of Trust. Mr. Nair’s Plan provides for the sale of up to 9,818 shares of our common stock, and terminates on the earlier of: (i) April 30, 2027 , (ii) the date all shares subject to the Plan are sold or (iii) the date on which the Plan is otherwise terminated according to its terms.
On September 15, 2026 , Keith W. Demmings , our President and Chief Executive Officer , and a director on our Board, adopted a Plan. Mr. Demmings’s Plan provides for the sale of up to 40,000 shares of our common stock, and terminates on the earlier of: (i) September 30, 2027 , (ii) the date all shares subject to the Plan are sold or (iii) the date on which the Plan is otherwise terminated according to its terms.
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Item 6. Exhibits
The following exhibits either (a) are filed with this Report or (b) have previously been filed with the SEC and are incorporated herein by reference to those prior filings.
101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2026, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements. | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
*Management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ASSURANT, INC. | ||||||||
By: | /s/ KEITH W. DEMMINGS | |||||||
Name: | Keith W. Demmings | |||||||
Title: | President, Chief Executive Officer and Director (Principal Executive Officer) | |||||||
By: | /s/ KEITH R. MEIER | |||||||
Name: | Keith R. Meier | |||||||
Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||
Date: November 5, 2026
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EXHIBIT 10.1
ASSURANT, INC. 2017
LONG TERM EQUITY INCENTIVE PLAN,
AS AMENDED AND RESTATED
SECTION 1. Purpose; Definitions
1.1. Purpose. The purpose of this Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “Plan”), as amended and restated as of May 13, 2021 and the Amendment Date (as defined in Section 1.2 below), is to give the Company (as defined in Section 1.2 below), a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants, and to provide the Company and its Subsidiaries and Affiliates with a long term incentive plan providing incentives directly linked to stockholder value.
1.2. Definitions. Certain terms used herein have definitions given to them in the first place where they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:
(a)“Act” means the Securities Exchange Act of 1934, as amended from time to time, any regulations promulgated thereunder, and any successor thereto.
(b)“Administrator” means the Board, the Committee, or such delegates as may be administering the Plan (to the extent permissible by Applicable Law) in accordance with Section 2 of the Plan.
(c)“Affiliate” means any Subsidiary and any other corporation or other entity controlled by, controlling, or under common control with, the Company, as determined by the Committee.
(d)“Amendment Date” means September 15, 2026.
(e)“Applicable Exchange” means the New York Stock Exchange, or such other securities exchange as may at the applicable time be the principal market for the Common Stock.
(f)“Applicable Law” means the requirements relating to the administration of incentive plans under U.S, federal and state laws, any stock exchange on which the Company has listed the common shares of the Company to the extent provided under the terms of the Company’s agreement with such exchange and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.
(g)“Award” means an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Restricted Stock Unit, Performance Share, or Performance Unit granted pursuant to the terms of this Plan.
(h)“Award Agreement” means one or more documents prepared by the Company, in written or electronic form, that individually or collectively set forth the terms and conditions of an Award as authorized and approved by the Administrator and granted under the Plan. An Award Agreement may be in the form of either (i) an agreement that is accepted, acknowledged, or consented to (including by negative consent) by the Participant or (ii) certificates, notices, or other documents evidencing the Award.
(i)“Beneficial Owner” has the meaning given in Rule 13d-3, promulgated pursuant to the Act.
(j)“Board” means the Board of Directors of the Company.
(k)“Cause” means, (i) “Cause” as defined by any Individual Agreement to which the Participant is a party and which is operative at the time in question, or (ii) if there is no such Individual Agreement or if the applicable Individual Agreement does not define “Cause”, “Cause” as defined by any Award Agreement to which the Participate is a party and which is operative at the time in question, or (iii) if the applicable Award Agreement does not define “Cause”, the Committee’s good faith determination
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that any of the following have occurred: (A) Participant’s commission of, indictment for, conviction of, pleading guilty to, confessing to, or entering of a plea of nolo contendere to any felony or any act of fraud, intentional misrepresentation, dishonesty, theft, embezzlement, conversion of the assets of the Company, moral turpitude, or a breach of trust, (B) failure on the part of the Participant to perform substantially such Participant’s employment duties in any material respect, (C) Participant’s prolonged absence from duty, unless pursuant to Company policy and/or applicable law regarding employee leaves of absence, or otherwise with the consent of the Company, (D) breach by the Participant of any duty or contractual obligation owed by Participant to the Company, (E) material violation by Participant of any policy or procedure of the Company, (F) Participant’s negligent or willful misconduct or malfeasance of duty which is reasonably determined to be detrimental to the Company, or (G) to the extent not covered by another subsection of this definition, Participant intentionally engaging in any activity that is reasonably determined by the Committee to be in conflict with or adverse to the business or other interests of the Company.
(l)“Change in Control” shall mean any of the following events:
(A) Individuals who, during any 12-month period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least 50% of the Board; provided that any person becoming a Director and whose election or nomination for election is approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a Director of the Company as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of any person as defined in Section 3(a)(9) of the Act (a “Person”), other than the Board, including by reason of any agreement, shall be deemed an Incumbent Director;
(B) Any Person, other than (i) any employee plan established by the Company or any Subsidiary, (ii) the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) an entity owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company, is or becomes (during any 12-month period) a Beneficial Owner, directly or indirectly, of either (1) 30% or more of the then outstanding shares of common stock of the Company or (2) securities representing 30% or more of the combined voting power of the Company’s then-outstanding securities eligible to vote for the election of Directors (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided that the provisions of this subsection (B) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (C) below;
(C) The consummation of a reorganization, merger, consolidation, statutory share exchange or similar corporate transaction involving the Company or a Subsidiary with any other corporation or other entity, or the issuance of voting securities in connection with such a transaction pursuant to applicable stock exchange requirements (a “Transaction”), unless immediately following the Transaction: (i) all or substantially all of the individuals who were Beneficial Owners, respectively, of the outstanding shares of common stock of the Company and outstanding securities eligible to vote for the election of Directors immediately prior to the Transaction beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock and the combined voting power of the outstanding securities entitled to vote in the election of Directors (either by remaining outstanding or by being converted into voting securities of the surviving entity of the Transaction or parent entity thereof), (ii) no Person (other than the
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Company, a Subsidiary, the surviving entity, or any employee benefit plan or related trust sponsored or maintained by the foregoing) is or becomes a Beneficial Owner, directly or indirectly, of 30% or more of the outstanding common stock (not including in the common stock beneficially owned by such Person any common stock acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) or 30% or more of the total voting power of the outstanding securities eligible to vote for the election of Directors of the surviving entity; and (iii) at least a majority of the members of the board of the surviving entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for the Transaction;
(D) the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; or
(E) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, (a) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions and (b) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Act that effects a Change in Control. Notwithstanding the foregoing or any provision of any Award Agreement to the contrary, for any Award that provides for accelerated distribution on a Change in Control of amounts that constitute “deferred compensation” (as defined in Section 409A of the Code), if the event that constitutes such Change in Control does not also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets (in either case, as defined in Section 409A of the Code), such amount shall not be distributed on such Change in Control but instead shall vest as of such Change in Control and shall be distributed on the scheduled payment date specified in the applicable Award Agreement, except to the extent that earlier distribution would not result in the Participant who holds such Award incurring additional tax or interest under Section 409A of the Code.
(m)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, regulations promulgated thereunder, and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.
(n)“Committee” means the Compensation and Talent Committee of the Board (or a subcommittee thereof or a successor thereto), unless and until otherwise designated by the Board. If there is no Compensation and Talent Committee of the Board, and the Board does not otherwise designate another committee, references herein to the “Committee” shall refer to the Board.
(o)“Common Stock” means common stock, par value $0.01 per share, of the Company, and such other securities of the Company as may be substituted for Common Stock pursuant to Section 3.6.
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(p)“Company” means Assurant, Inc., a Delaware corporation, or any successor thereto.
(q)“Continuous Service” means the absence of any interruption or termination of service as an employee, Officer, consultant or Director of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, (ii) in the discretion of the Administrator as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a Director of the Company or of an Affiliate, or vice versa, (iv) in the discretion of the Administrator as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or of an Affiliate, or vice versa, or (v) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Administrator at its discretion, and any determination by the Administrator shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).
(r)“Director” means a member of the Board.
(s)“Disability” means (i) “Disability” as defined in the long term disability plan or policy maintained or most recently maintained by the Company or, if applicable, an Affiliate or Subsidiary, for any Participant, whether or not such Participant actually receives disability benefits under such plan or policy, except as otherwise defined under Applicable Law for Participants outside the United States, or (ii) if there is no such long term disability plan, “Disability” as defined by any Individual Agreement to which the Participant is a party and which is operative at the time in question, or (iii) if there is no such long term disability plan or Individual Agreement or if the applicable long term disability plan and Individual Agreement do not define “Disability,” the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. In the event of a dispute, the determination whether a Participant has a Disability will be made by the Administrator and may be supported by such medical or other evidence as the Administrator deems necessary to judge the nature of the Participant’s condition. Notwithstanding the foregoing: (1) if the determination of Disability relates to an Incentive Stock Option, Disability shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code, and (2) if the determination of Disability relates to any Award subject to Section 409A of the Code, Disability shall mean “disability” as defined within the meaning of Section 409A of the Code and any regulations promulgated thereunder.
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(t)“Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company or any Subsidiary or Affiliate.
(u)“Dividend Equivalent” has the meaning set forth in Section 9.
(v)“Effective Date” has the meaning assigned to such term in Section 12.1.
(w)“Eligible Individuals” means Directors, Officers, employees, and consultants of the Company or any Subsidiary or Affiliate.
(x)“Fair Market Value” means, unless otherwise determined by the Committee and documented in the applicable Award Agreement(s), the closing price of a share of Common Stock on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, on the next preceding date on which Shares were traded, all as reported by such source as the Administrator may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Administrator in its good faith discretion, taking into account, to the extent appropriate, the requirements of Section 409A of the Code. With respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Administrator.
(y)“Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Common Stock (or at the discretion of the Administrator, settled in cash valued by reference to Common Stock value).
(z)“Grant Date” means, with respect to each Award, the date upon which an Award that is granted to a Participant pursuant to the Plan becomes effective, which will not be earlier than the date of action by the Administrator.
(aa)“Good Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the Individual Agreement, if any, between a Participant and the Company or an Affiliate; provided, however, that if there is no such Individual Agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Agreement. If not defined in either such document, the term “Good Reason” means termination of Participant’s employment by Participant on account of any of the following: (i) a material reduction in the Participant’s total compensation and such reduction is not related to either individual or corporate performance; (ii) a material reduction in the Participant’s annual or long-term incentive opportunities; (iii) a material diminution in the Participant’s duties, responsibilities, or authority; or (iv) a relocation of more than 50 miles from the Participant’s office or location, except for travel reasonably required in the performance of the Participant’s responsibilities. Notwithstanding the foregoing, no termination of employment by the Participant will constitute a “Good Reason” termination unless (A) the Participant gives the Company’s Chief Legal Officer written notice of the event described in clauses (i) through (iv) above giving rise to the Participant’s intended termination for Good Reason within 60 days following the occurrence of such event, (B) the Company does not remedy such event within 30 days of the date of receipt of such written notice, and (C) the Participant terminates employment within 30 days of the end of such cure period.
(bb)“Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code or any successor provision thereto, and that in fact so qualifies.
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(cc)“Individual Agreement” means an employment, consulting, severance, change in control severance, or similar agreement between a Participant and the Company or between the Participant and any of the Company’s Subsidiaries or Affiliates. For purposes of this Plan, an Individual Agreement shall be considered “operative” during its term; provided, that an Individual Agreement under which severance or other substantive protections, compensation and/or benefits are provided only following a change in control or termination of employment in anticipation of a change in control shall not be considered “operative” until the occurrence of a change in control or termination of employment in anticipation of a change in control, as applicable.
(dd)“ISO Eligible Employee” means an employee of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code), or parent corporation (within the meaning of Section 424(e) of the Code).
(ee)“Management Committee” means the management committee of the Company.
(ff)“Non-Employee Director” means a Director of the Company who is not a common law employee of the Company or an Affiliate.
(gg)“Nonqualified Option” means any Option that either (i) is not designated as an Incentive Stock Option or (ii) is so designated but fails to qualify as such.
(hh)“Officer” means a person who is an officer of the Company and within the meaning of Section 16 of the Act.
(ii)“Option” means an Award granted under Section 5 of the Plan to purchase Common Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonqualified Option.
(jj)“Participant” means an Eligible Individual to whom an Award is or has been granted; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 14.5 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
(kk)“Performance Goals” means the performance goals established by the Administrator in connection with the grant of an Award.
(ll)“Performance Period” means that period established by the Administrator at the time any Award is granted or at any time thereafter during which any Performance Goal specified by the Administrator with respect to such Award is to be measured.
(mm)“Performance Shares” shall have the meaning given in Section 7.1.
(nn)“Performance Units” shall have the meaning given in Section 8.1.
(oo)“Plan” means this Assurant, Inc. 2017 Long Term Equity Incentive Plan, as set forth herein and as hereafter amended from time to time.
(pp)“Prior Plan” means the Amended and Restated Assurant, Inc. Long Term Equity Incentive Plan, effective as of January 1, 2012.
(qq)“Restricted Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 7.
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(rr)“Restricted Stock Units” means a contractual right granted pursuant to Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.
(ss)“Retirement” means, unless the Administrator determines otherwise or as required by local law outside the United States, Termination of Service (other than by reason of death or Disability and other than in the event of Termination of Service for Cause) from the Company and its Affiliates from either (i) attaining age fifty-five (55) and completing at least ten (10) years of Continuous Service with the Company and its Affiliates or (ii) attaining age sixty-five (65) and completing at least three (3) years of Continuous Service with the Company and its Affiliates.
(tt)“Share” means a share of Common Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant to Section 3.6), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted.
(uu)“Stock Appreciation Right” or “SAR” has the meaning set forth in Section 6.1.
(vv)“Subsidiary” means any corporation, partnership, joint venture, limited liability company, or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. Whether employment by or service with a Subsidiary is included within the scope of the Plan shall be determined by the Administrator.
(ww)“Ten Percent Stockholder” means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code), or parent corporation (within the meaning of Section 424(e) of the Code).
(xx)“Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination as specified in the applicable Award Agreement.
(yy)“Termination of Service” means the termination of service as an employee, Officer, consultant or Director of the Company or any Affiliate, as applicable; provided, however, a Termination of Service shall not be deemed to have occurred in the following cases: (i) a Participant transfers employment between the Company and any Affiliate or between Affiliates, (ii) in the discretion of the Administrator as specified at or prior to such occurrence, or (iii) the cessation of employee status but the continuation of the performance of services for the Company or an Affiliate as a Director or consultant. Notwithstanding the foregoing, with respect to any Award that constitutes “deferred compensation (as defined in Section 409A of the Code), a Termination of Service occurs when a Participant experiences a “separation of service” (as defined in Section 409A of the Code).
SECTION 2. Administration
2.1. Procedure. The Plan shall be administered by the Board, the Committee, or their respective delegates.
(a)Awards to the Officers and Directors will be made by the entire Board, by the Administrator or by a subcommittee of the Committee comprised of two or more “non-employee directors” within the meaning of Rule 16b-3 under the Act;
(b)Except to the extent prohibited by Applicable Law, the Board or the Committee may delegate to one or more Directors or to authorized officers of the Company the power to grant Awards to, and administer Awards for, persons eligible to receive Awards under the Plan who are not subject to Section 16 of the
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Act and any such person(s) when acting within the scope of such delegation shall be deemed one of the Plan’s Administrators with respect to such Awards.
(c)Except to the extent prohibited by Applicable Law, the Administrator hereby delegates to the Company’s Chief Executive Officer and Chief People Officer, each individually, and to such persons as they may designate, the day-to-day administration of the Plan, including the authority to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator, the authority to adopt, amend, and attach to Award Agreements any sub-plans and Plan addenda (including foreign sub-plans and addenda as referenced in Sections 2.2(i) and 15.8 and U.S. state-specific addenda) without further approval of the Committee, and such other functions as the Administrator may determine from time to time (including the powers set forth in Section 2.2). Such delegation may be revoked at any time.
2.2. Powers of the Administrator. Subject to the provisions of the Plan and, in the case of the Committee or delegates acting as the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator has the authority, in its discretion:
(a)To select the Eligible Individuals to whom Awards are to be granted;
(b)To determine whether and to what extent Awards are to be granted;
(c)To determine the type(s) of Award to be granted and the number of Shares to be covered by each Award granted under the Plan;
(d)To determine the terms and conditions of each Award granted, based on such factors as the Administrator shall determine, including, without limitation, the achievement of performance criteria or the satisfaction of an event or condition whether or not within the control of the Participant;
(e)To approve forms of Award Agreements;
(f)To adopt, alter, or repeal such administrative rules, guidelines, and practices governing the Plan as the Administrator shall from time to time deem advisable;
(g)To interpret the terms and provisions of the Plan (including sub-plans and Plan addenda) and any Award issued under the Plan (and any agreement relating thereto);
(h)Subject to Section 12, to accelerate the vesting or lapse of restrictions of any outstanding Award upon the termination of service of a Participant or in connection with a Change in Control, based in each case on such considerations as the Administrator in its sole discretion may determine;
(i)To correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan;
(j)To adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and customs. Without limiting the generality of the foregoing, and subject to Section 15.8, the Administrator is specifically authorized to (A) adopt the rules and procedures regarding the conversion of local currency, the shift of tax liability from employer to employee (where legally permitted), and withholding procedures and handling of stock certificates which vary with local requirements, and (B) adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations, and practice, or the laws, regulations, and practice of any U.S. state or local jurisdiction (including state-specific addenda to Award Agreements);
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Any such sub-plan or Plan addendum, including any state-specific addendum to one or more Award Agreements, may be adopted, amended, and attached to Award Agreements by the Administrator or its delegates without further approval of the Committee, provided that the form of Award Agreement has been approved by the Committee or the Board.
(k)To prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;
(l)To decide all other matters that must be determined in connection with an Award;
(m)To determine whether, to what extent, and under what circumstances cash, Shares, and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant; and
(n)To otherwise administer the Plan and make all determinations deemed necessary and advisable for administering the Plan and any Award granted hereunder. For the avoidance of doubt, the Administrator is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in the Plan, and no authorization in any Plan section or provision, or absence thereof, is intended or shall be deemed to constitute a limitation on the authority of the Administrator.
Notwithstanding any of the foregoing, grants of Awards to Non-Employee Directors under the Plan shall be made only in accordance with the terms, conditions and parameters of a plan, program, or policy for the compensation of Non-Employee Directors that is approved and administered by a committee of the Board consisting solely of independent Directors.
2.3 Discretion of Administrator. Any determination made by the Administrator under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Administrator at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Administrator shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals. The Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to the Administrator by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company or the Administrator to assist in the administration of the Plan. Neither the Administrator nor any member of the Board or Committee will be liable for any good faith determination, act, or omission in connection with the Plan or any Award.
2.4 Award Agreements. Subject to the provisions of the Plan, the terms and conditions of each Award will be determined by the Administrator and set forth in a written Award Agreement, which may be amended only in accordance with Section 12 hereof.
SECTION 3. Common Stock Subject to Plan; Limitations on Awards; Adjustment Provisions
3.1 Number of Shares. Subject to adjustment as provided in Section 3.6, as of the Amendment Date, the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 1,279,237, plus a number of additional Shares underlying awards outstanding as of the Amendment Date that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 1,279,237. From and after the Effective Date, no further awards shall be granted under the Prior Plan, and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding.
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3.2 Share Counting. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date but shall be added back to the Plan share reserve or otherwise treated in accordance with this Section 3.2.
(a)The full number of Shares subject to the Option shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation).
(b)Upon exercise of SAR that are settled in Shares, the full number of SARs (rather than any lesser number based on the net number of Shares actually delivered upon exercise) shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan.
(c)Shares withheld from an Option or SAR to satisfy tax withholding requirements shall count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements with respect to an Option or SAR shall not be added to the Plan share reserve.
(d)Shares withheld from a Full-Value Award to satisfy tax withholding requirements shall not count against the number of Shares remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements with respect to a Full-Value Award shall be added to the Plan share reserve.
(e)To the extent that an Award is canceled, terminates, expires, is forfeited, or lapses for any reason, any unissued or forfeited Shares subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
(f)Shares subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
(g)To the extent that the full number of Shares subject to a Full Value Award is not issued for any reason, including by reason of failure to achieve maximum Performance Goals, the unissued Shares originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.
(h)Subject to applicable Exchange requirements, shares available under a stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section 3.1.
3.3 Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock purchased on the open market.
3.4 Limitation on Awards to Non-Employee Directors. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 3.6), the maximum number of Shares subject to Non-Employee Director Awards that may be granted to any Non-Employee Director in any calendar year shall be limited to a number that, combined with any cash fees or other compensation paid to such Non-Employee Director, shall not exceed $750,000 in total value (calculating the value of any such Non-Employee Director Awards based on the grant date fair value of such Awards for financial reporting purposes); provided that the Board may make exceptions to this limit for individual Non-Employee Directors in extraordinary circumstances as the Board may determine in its sole discretion, so long as (i) the aggregate limit does not exceed $850,000 in total value during a fiscal year and (ii) the Non-Employee Director receiving such additional compensation does
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not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee Directors.
3.5 Minimum Vesting Requirements. (a) Subject to the following sentence, Full Value Awards, Options and SARs granted under the Plan shall be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period; provided, however, that no portion of any Award subject to graduated vesting shall vest earlier than one year after grant), or one year if the vesting is based on performance criteria other than continued service. Notwithstanding the foregoing, (i) the Administrator may permit and authorize acceleration of vesting of such Full Value Awards, Options or SARs in the event of the Participant’s termination of service, or the occurrence of a Change in Control, and (ii) the Administrator may grant Full Value Awards, Options and SARs without respect to the above-described minimum vesting requirements with respect to Awards covering 5% or fewer of the total number of Shares authorized under the Plan.
3.6 Adjustment Provisions. Subject to applicable law, the Administrator shall have authority to make equitable adjustments under the Plan as provided below (including by payment of cash): In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, separation, spinoff, Disaffiliation, extraordinary dividend of cash or other property, or similar event affecting the Company or any of its Subsidiaries (a “Corporate Transaction”), the Administrator, or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii) the various maximum limitations set forth in Sections 3.1 and 3.4, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards.
(a)In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per share value of the Common Stock to change (including, without limitation, a stock dividend, stock split, reverse stock split, share combination, spin-off, rights offering recapitalization, or similar event affecting the capital structure of the Company), the Administrator or the Board shall make such substitutions or adjustments as it deems appropriate and equitable in order to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Administrator or Board may include adjustments to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (ii) the various maximum limitations set forth in Sections 3.1 and 3.4, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Awards.
(b)In the case of Corporate Transactions, such adjustments may include, without limitation, (i) the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Administrator or the Board in its sole discretion (it being understood that, in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the surviving entity, any such determination by the Administrator that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid), (ii) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards, and (iii) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division of the Company or by the entity that
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controls such Subsidiary, Affiliate, or division of the Company following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).
(c)The Administrator may adjust the Performance Goals applicable to any Awards to reflect any unusual or nonrecurring events and other extraordinary items, including without limitation impact of charges for restructurings, discontinued operations, asset write-downs or impairment charges, litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, renegotiations of material contract terms; and natural catastrophes or acts of God and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis, or other public filings.
3.7 Section 409A of the Code. Notwithstanding the foregoing: (a) any adjustments made pursuant to Section 3.6 to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, (b) any adjustments made pursuant to Section 3.6 to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustment, the Awards either (i) continue not to be subject to Section 409A of the Code, or (ii) comply with the requirements of Section 409A of the Code, and (c) in any event, the Administrator shall not have any authority to make any adjustments pursuant to Section 3.6 to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date to be subject thereto as of the Grant Date.
SECTION 4. Eligibility
4.1. Eligible Individuals; Incentive Stock Options. Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its Subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code). Eligible Individuals who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code Section 409A.
SECTION 5. Options
The Administrator is authorized to grant Options to Eligible Individuals with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Administrator shall determine:
5.1 Exercise Price. The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date; provided, however, that if an Incentive Stock Option is granted to a Ten Percent Stockholder, the exercise price shall be no less than 110% of the Fair Market Value of the Stock on the applicable Grant Date.
5.2 Term. The Term of each Option shall be fixed by the Administrator but shall not exceed ten years from the Grant Date. Subject to Section 3.5, the Administrator shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.
5.3 Vesting and Exercisability. Subject to Section 3.5, Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator.
5.4 Method of Exercise. Subject to the provisions of this Section 5, Options may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company specifying the number of Shares as to which the Option is being exercised; provided, however, that,
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unless otherwise permitted by the Administrator, any such exercise must be with respect to a portion of the applicable Option relating to no less than the lesser of the number of Shares then subject to such Option or 50 Shares. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) by certified or bank check or such other instrument as the Company may accept. The Administrator shall determine the methods by which, and the forms which payment of the exercise price with respect thereto may be made or deemed to have been made, including cash, Shares, other Awards, other property, net settlement (including broker-assisted cashless exercise) or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.
5.5 Dividend Equivalents. No Option shall provide for Dividend Equivalents.
5.6 Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value, determined at the time of grant, of the Shares with respect to which Incentive Stock Options are exercisable for the first time during any calendar year under the Plan or any other stock option plan of the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code), or parent corporation (within the meaning of Section 424(e) of the Code) exceeds $100,000, such Options shall be deemed Nonqualified Options. If an ISO Eligible Employee does not remain employed by the Company, any subsidiary corporation (within the meaning of Section 424(f) of the Code), or parent corporation (within the meaning of Section 424(e) of the Code) at all times from the time an Incentive Stock Option is granted until 3 months prior to the date of exercise thereof (or such other period as required by applicable law), such Option shall be treated as a Nonqualified Stock Option. Should any provision of the Plan not be necessary in order for any Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Administrator may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.
5.7 Delivery; Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to the Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when (a) the Company has received a written notice from the Participant of exercise that complies with all procedures established under this Plan for effective exercise, including, without limitation, completion and delivery of all required forms, (b) the Participant has, if requested, given the representation described in Section 14.6, and (c) the Participant has paid in full for such Shares.
5.8 No Deferral Feature. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
5.9 No Repricing. Except for adjustments made pursuant to Section 3.6 of the Plan, the exercise price of any outstanding Option granted under the Plan may not be decreased, directly or indirectly, after the date of grant nor may any outstanding Option with an exercise price in excess of Fair Market Value be surrendered to the Company as consideration for cash, the grant of a new Option with a lower exercise price, or the grant of another Award without the approval of the Company’s stockholders.
SECTION 6. Stock Appreciation Rights
The Administrator is authorized to grant SARs to Eligible Individuals with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Administrator shall determine:
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6.1 Nature of Stock Appreciation Rights. Upon the exercise of a SAR, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (a) the excess of the Fair Market Value of one Share over the exercise price of the applicable SAR, multiplied by (b) the number of Shares in respect of which the SAR has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock, or both, or shall reserve to the Administrator or the Participant the right to make that determination prior to or upon the exercise of the SAR.
6.2 Type of SARs. SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 4.
6.3 Exercise Price. The exercise price per Share subject to a SAR shall be determined by the Administrator and set forth in the applicable Award Agreement and shall not be less than the Fair Market Value of a Share on the applicable Grant Date.
6.4 Term. The Term of each SAR shall be fixed by the Administrator but shall not exceed ten years from the Grant Date. Subject to Section 3.5, the Administrator shall determine the time or times at which a SAR becomes vested and exercisable in whole or in part.
6.5 Vesting and Exercisability. Subject to Section 3.5, SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator.
6.6 Method of Exercise. Subject to the provisions of this 5, SARs may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company specifying the number of Shares as to which the SAR is being exercised; provided, however, that, unless otherwise permitted by the Administrator, any such exercise must be with respect to a portion of the applicable SAR relating to no less than the lesser of the number of Shares then subject to such SAR or 50 Shares.
6.7 No Dividend Equivalents. No SAR shall provide for Dividend Equivalents.
6.8 Delivery; Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of a SAR until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to the SAR (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when (a) the Company has received a written notice from the Participant of exercise that complies with all procedures established under this Plan for effective exercise, including, without limitation, completion and delivery of all required forms, (b) the Participant has, if requested, given the representation described in Section 14.6, and (c) the Participant has paid in full for such Shares.
6.9 No Deferral Feature. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.
6.10 No Repricing. Except for adjustments made pursuant to Section 3.6 of the Plan, the exercise price of any outstanding SAR granted under the Plan may not be decreased, directly or indirectly, after the date of grant nor may any outstanding SAR with an exercise price in excess of Fair Market Value be surrendered to the Company as consideration for cash, the grant of a new Stock Appreciation Right with a lower exercise price, or the grant of another Award without the approval of the Company’s stockholders.
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SECTION 7. Restricted Stock (Including Performance Shares) and Unrestricted Stock
7.1 Nature of Award; Agreements. Shares of Restricted Stock and Unrestricted Stock are actual Shares issued to a Participant and shall be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Shares of “Restricted Stock” are Shares that are subject to such restrictions on transferability and other restrictions as the Administrator may impose (including, for example, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter. Shares of “Unrestricted Stock,” the grant of which are subject to Section 3.5, are Shares not otherwise subject to conditions on grant, vesting, or transferability. “Performance Shares” are Shares of Restricted Stock, the vesting of which is subject to the attainment of Performance Goals.
The Administrator may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.
7.2 Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:
(a)The Administrator shall, prior to or at the time of grant, condition (i) the vesting or transferability of an Award of Restricted Stock upon the continued service of the applicable Participant or (ii) the grant, vesting, or transferability of an Award of Restricted Stock upon the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Administrator conditions the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals and the continued service of the applicable Participant, the Administrator may, prior to or at the time of grant, designate such an Award as a Performance-Based Award. The conditions for grant, vesting, or transferability and the other provisions of Restricted Stock Awards (including without limitation any Performance Goals applicable to Performance Shares) need not be the same with respect to each Participant.
(b)Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Administrator, commencing with the date of such Restricted Stock Award for which such vesting restrictions apply and until the expiration of such vesting restrictions (the “Restriction Period”), the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Stock.
(c)If any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock, such Shares shall be evidenced in such manner as the Administrator may deem appropriate, including book-entry registration or issuance of one or more stock certificates.
7.3 Except as provided in the applicable Award Agreement, the applicable Participant shall have, with respect to Shares of Restricted Stock and Unrestricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock or Unrestricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends and other distributions.
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SECTION 8. Restricted Stock Units (Including Performance Units)
8.1 Nature of Award. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, (a) in cash, based upon the Fair Market Value of a specified number of Shares, (b) in Shares, or (c) a combination thereof. “Performance Units” are Restricted Stock Units, the vesting of which is subject to the attainment of Performance Goals.
8.2 Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:
(a)The Administrator may, prior to or at the time of grant, condition (i) the grant, vesting, or transferability of Restricted Stock Units upon the continued service of the applicable Participant or (ii) the grant, vesting, or transferability of Restricted Stock Units upon the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. In the event that the Administrator grants Performance Units or conditions the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals and the continued service of the applicable Participant, the Administrator may, prior to or at the time of grant, designate such Performance Units or Restricted Stock Units as Performance-Based Awards. The conditions for grant, vesting or transferability and the other provisions of Restricted Stock Units (including without limitation any Performance Goals applicable to Performance Units) need not be the same with respect to each Participant. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at a later time specified by the Administrator or in accordance with an election of the Participant, if the Administrator so permits.
(b)Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Administrator, commencing with the date of such Restricted Stock Units for which such vesting restrictions apply and until the expiration of such vesting restrictions (the “Restriction Period”), the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Restricted Stock Units.
(c)The Award Agreement for Restricted Stock Units may specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Shares, or other property corresponding to the dividends payable on the Company’s Stock (subject to Section 15.4 below).
SECTION 9. Dividend Equivalents
9.1 Nature of Award. The Administrator is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder, subject to such terms and conditions as may be selected by the Administrator. Dividend Equivalents shall entitle the Participant to receive payments having a value equal to the dividends that would be payable with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined by the Administrator.
9.2 Terms and Conditions. Dividend Equivalents shall be subject to such terms and conditions as may be determined by the Administrator. Without limiting the generality of the foregoing, Dividend Equivalents may be made subject to vesting conditions that are the same as, or different from the vesting conditions of the other Award to which they relate; may be payable in cash, Shares or other property or any combination thereof; and may be payable at the same time as the related actual dividends are paid to stockholders, or deemed to have been reinvested in additional Shares or otherwise deferred (subject to compliance with the requirements of Section 409A of the Code).
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SECTION 10. Change in Control Provisions
10.1. Impact of Event. Unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, upon a Change in Control, the Administrator may, in its sole discretion, and on such terms and conditions as it deems appropriate, take any one or more of the following actions with respect to any outstanding Award, which need not be uniform with respect to all Participants and/or Awards:
(a)Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control: if within two years after the effective date of the Change in Control, a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then (i) all of that Participant’s outstanding Options, SARs and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) all time-based vesting restrictions on his or her outstanding Awards shall lapse, and (iii) the payout level under all of that Participant’s Performance-Based Awards that were outstanding immediately prior to effective time of the Change in Control shall be determined and deemed to have been earned as of the date of termination based upon the greater of: (A) an assumed achievement of all relevant Performance Goals at the “target” level pro-rated based upon the length of time within the performance period that has elapsed prior to the termination of employment date, or (B) the actual level of achievement of all relevant Performance Goals (measured as of the latest date immediately preceding the date of termination for which performance can, as a practical matter, be determined), and, in either such case, there shall be a payout to such Participant within 60 days following the termination of employment date (unless a later date is required by Section 15.22 hereof). With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (1) the Award Agreement includes such provision or (2) the Participant is party to an employment, severance, or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Agreement. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonqualified Options.
(b)Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change of Control, and except with respect to any Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Administrator or the Board:
(i) the vesting of such awards may be accelerated, and the restrictions thereon may lapse in accordance with the following:
A.outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully exercisable;
B.time-based vesting restrictions on outstanding Awards shall lapse; and
C.the target payout opportunities attainable under outstanding Performance-Based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control based upon the greater of: (1) an assumed achievement of all relevant Performance Goals at the “target” level pro-rated based upon the length of time within the performance period that has elapsed prior to the Change in Control, or (2) the actual level of achievement of all relevant Performance Goals (measured as of the latest date immediately preceding the Change in Control for which
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performance can, as a practical matter, be determined), and, in either such case, there shall be a payout to Participants within 60 days following the Change in Control (unless a later date is required by Section 15.22 hereof).
Any Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonqualified Stock Options; and
(ii) in addition, such Awards may be cancelled in consideration of a payment, with the form, amount and timing of such payment determined by the Administrator in its sole discretion, subject to the following: (A) such payment shall be made in cash, securities, rights and/or other property; (B) the amount of such payment shall equal the value of such Award, as determined by the Administrator in its sole discretion; provided that, in the case of an Option or SAR, if such value equals (1) the excess, if any, of the price implied per Share in a Change in Control over (2) the exercise price of such Awards multiplied by (3) the number of Shares covered by such Award (the “Intrinsic Value”), of such Award, such value shall be deemed to be valid; provided further that, if the Intrinsic Value of an Option or SAR is equal to or less than zero, the Administrator may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration therefor; and (C) such payment shall be made promptly following such Change in Control or on a specified date or dates following such Change in Control; provided that the timing of such payment shall comply with Section 409A of the Code.
10.2. Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.
SECTION 11. Performance-Based Awards
11.1 Performance-Based Awards. When granting any Award other than an Option or SAR, the Administrator may designate such Award as a Performance-Based Award by conditioning the right of a Participant to have it settled, and the timing thereof, upon the achievement or satisfaction of such Performance Goals within a Performance Period, each as may be specified by the Administrator. The Administrator may establish different Performance Periods for different Participants, and the Administrator may establish concurrent or overlapping Performance Periods. Performance Periods established by the Administrator for any Performance-Based Award may be as short as 12 months and may be any longer period.
11.2 Performance Goals and Other Conditions. Each Performance-Based Award (other than an Option or SAR) shall be earned, vested, and/or payable (as applicable) only upon the achievement of one or more Performance Goals, together with the satisfaction of any other conditions, such as continued employment, as the Administrator may determine to be appropriate. The Administrator may use such business criteria and other performance measures as it may deem appropriate in establishing any objective Performance Goals for Performance-Based Awards.
11.3 Inclusions and Exclusions from Performance Goals. The Administrator may provide in any Performance-Based Award, at the time the Performance Goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including by way of example but without limitation the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring items as described in management’s discussion and analysis of
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financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (g) acquisitions or divestitures; (h) foreign exchange gains and losses; (i) extraordinary renegotiations of material contract terms; and (j) extraordinary natural catastrophes or acts of God.
SECTION 12. Term, Amendment, and Termination
12.1. Effectiveness. The Plan is effective as of May 11, 2017 (the “Effective Date”), which is the date the Plan was approved by the Company’s stockholders. The amendments to the Plan as set forth herein shall be effective as of the Amendment Date.
12.2. Termination. Unless earlier terminated as provided herein, the Plan will terminate on the 10th anniversary of the Effective Date or, if the stockholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary of the date of such approval. Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan.
12.3. Amendment of Plan. The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made which would materially impair the rights of any Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including, without limitation, Section 409A of the Code, stock exchange rules, or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders (a) to the extent that such approval is required (i) by applicable law or by the listing standards of the Applicable Exchange as in effect as of the Effective Date or (ii) by applicable law or under the listing standards of the Applicable Exchange as may be required after the Effective Date, (b) to the extent that such amendment would materially increase the benefits accruing to Participants under the Plan, (c) to the extent that such amendment would materially increase the number of securities which may be issued under the Plan, or (d) to the extent that such amendment would materially modify the requirements for participation in the Plan.
12.4. Amendment of Awards. Subject to Sections 5.11 and 6.12, the Administrator may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules, or accounting rules.
SECTION 13. Unfunded Status of Plan
13.1 Unfunded Status; Administrator Authority. It is presently intended that the Plan will constitute an “unfunded” plan for incentive and deferred compensation. The Administrator may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Shares or make payments; provided, however, that unless the Administrator otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.
SECTION 14. General Provisions Applicable to Awards
14.1. Consideration for Awards. Awards shall be granted for such cash or other consideration, if any, as the Administrator determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.
14.2. Awards Granted in Tandem. Awards may, in the discretion of the Administrator, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
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14.3. Form of Payments or Transfers. Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Administrator in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Administrator. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payment.
14.4. Non-Transferability. Except as otherwise provided in this Section 14.4, Awards under the Plan are not transferable except by will or by laws of descent and distribution.
(a) Nontransferability of Options or SARs. No Option or SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or SAR, as otherwise expressly permitted by the Administrator including, if so permitted, pursuant to a transfer to the Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Administrator, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. Any Option or SAR shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or SAR is permissibly transferred pursuant to this Section 14.4(a), it being understood that the term “Participant” includes such guardian, legal representative and other transferee; provided, however, that the term “Continuous Service” shall continue to refer to the original Participant’s service as an employee, Officer, consultant or Director of the Company or any Affiliate, as applicable.
14.5. Designation of Death Beneficiary. The Administrator may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Participant after such Participant’s death may be exercised. If no beneficiary designation is in effect for a Participant at the time of his or her death, any such amounts shall be paid to, and any such rights may be exercised by, the estate of the Participant.
14.6. Conditions for Issuance. The Administrator may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates, if any, for such Shares may include any legend which the Administrator deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any Shares under the Plan prior to fulfillment of all of the following conditions: (a) listing or approval for listing upon notice of issuance of such Shares on the Applicable Exchange, (b) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Administrator shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable, and (c) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Administrator shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.
14.7. Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (a) all Award conditions have been met or removed to the Administrator’s satisfaction, (b) as determined by the Administrator, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws, stock market or exchange rules and regulations or accounting or tax rules and regulations and (c) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems
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necessary or appropriate to satisfy any applicable laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.
14.8. Restrictions. The Administrator may impose restrictions on any Award with respect to non-competition, non-solicitation, confidentiality and other restrictive covenants, or requirements to comply with minimum share ownership requirements, as it deems necessary or appropriate in its sole discretion, which such restrictions may be set forth in any applicable Award Agreement or otherwise.
SECTION 15. Miscellaneous
15.1. Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.
15.2. No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.
15.3. Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local, or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Shares, including Shares that are part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes, all in accordance with such procedures as the Administrator establishes. The obligations of the Company under the Plan shall be conditioned on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Administrator may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.
15.4. Limit on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock Units to be settled in Shares, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Restricted Stock Units or Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 15.4.
15.5. Written Materials; Electronic Documents. Electronic documents may be substituted for any written materials required by the terms of the Plan, including, without limitation, Award Agreements.
15.6. Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Administrator so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Administrator may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the
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Award specified by the Administrator pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Company.
15.7. Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.
15.8. Foreign Employees and Foreign Law Considerations. The Administrator may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States, or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Administrator may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions. The Administrator shall have the same authority with respect to Eligible Individuals who reside in, or primarily perform services in, any U.S. state or local jurisdiction, including the authority to adopt, amend, and attach state-specific addenda to Award Agreements to accommodate or comply with the laws of such jurisdiction, and any such action may be taken by the Administrator or its delegates without further approval of the Committee.
15.9. No Rights to Awards; Non-Uniform Determinations. No Participant or Eligible Individual shall have any claim to be granted any Award under the Plan. The Company, its Affiliates, or the Administrator shall not be obligated to treat Participants or Eligible Individuals uniformly, and determinations made under the Plan may be made by the Administrator selectively among Participants and/or Eligible Individuals, whether or not such Participants and Eligible Individuals are similarly situated.
15.10. Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or benefit plan of the Company or any Affiliate unless provided otherwise in such plan.
15.11. Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries or Affiliates.
15.12. Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
15.13. Severability. If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Administrator, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.
15.14. Fractional Shares. No fractional Shares shall be issued, and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Shares or, subject to Section 3, whether such fractional Shares shall be eliminated by rounding up or down.
15.15. Trust, Separate Fund or Fiduciary Relationship. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the
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Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
15.16. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity.
15.17. Government and Other Regulations. Notwithstanding any other provision of the Plan:
(a)No Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of regulations promulgated pursuant to the Securities Act of 1933 (the “1933 Act”)), offer or sell such Shares, unless such offer and sale are made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the registration requirements of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.
(b)If at any time the Administrator shall determine that the registration, listing, or qualification of the Shares covered by an Award upon the Applicable Exchange or under any foreign, federal, state, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered, or received pursuant to such Award unless and until such registration, listing, qualification, consent, or approval shall have been effected or obtained free of any condition not acceptable to the Administrator. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Administrator may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or deliver any Shares under the Plan prior to the Administrator’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law, or to take any other action in order to cause the issuance and delivery of such Shares to comply with any such law, regulation, or requirement.
15.18. Additional Provisions. Each Award Agreement may contain such other terms and conditions as the Committee may determine, provided that such other terms and conditions are not inconsistent with the provisions of the Plan.
15.19. No Limitations on Rights of the Company. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft, grant, or assume Awards, other than under the Plan, with respect to any person.
15.20. Blackout Periods. Notwithstanding any other provision of this Plan or any Award to the contrary, the Company shall have the authority to establish any “blackout” period that the Company deems necessary or advisable with respect to any or all Awards.
15.21. Cancellation or “Clawback” of Awards.
(a)The Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the
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matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited as provided in such Award Agreement or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is determined by the Administrator to be detrimental to the business or reputation of the Company and/or any or all of its Affiliates.
(b)The Administrator shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback whether under the Company’s applicable clawback policy or any additional arrangements the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.
15.22. Special Provisions Relating to Section 409A of the Code.
(a)General. It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective Directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
(b)Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Award Agreement by reason of the occurrence of a Change in Control, or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.
(c)Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation
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pay exemptions, the Company shall determine which Awards or portions thereof will be subject to such exemptions.
(d)Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Agreement by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Administrator under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):
(i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and
(ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.
For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.
(e)Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).
(f)Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed, and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment; failing which, such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (d) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.
(g)Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Participants of deferred amounts; provided that such distribution(s) meet the requirements of Treas. Reg. Section 1.409A-3(j)(4).
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EXHIBIT 10.2
AMENDED AND RESTATED ASSURANT, INC.
EXECUTIVE SHORT TERM INCENTIVE PLAN
SECTION 1. Purpose, Definitions
1.1Purpose. The purpose of this Amended and Restated Assurant, Inc. Executive Short Term Incentive Plan (“Plan”) is to advance the interests of the Company and its stockholders in attracting, retaining, and motivating executive officers by providing financial rewards based on achievement of certain performance goals established for each Performance Period beginning with the Company’s fiscal year 2008. This Plan was amended and restated by the Committee effective as of September 15, 2026.
1.2Definitions. Whenever used in the Plan, the following capitalized terms have the meanings set forth below. Capitalized terms used in the Plan but not defined in this Plan below shall have the meanings set forth in the Amended and Restated Assurant, Inc. 2017 Long Term Equity Incentive Plan, as may be amended from time to time (the “ALTEIP”).
(a)“Act” means the Securities Exchange Act of 1934, as amended, and any regulations promulgated thereunder.
(b)“Administrator” means the Committee or such delegates as may be administering the Plan in accordance with Section 2 of the Plan and Applicable Law.
(c)“Affiliate” means any Subsidiary or other entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.
(d)“Applicable Law” shall have the meaning given to that term in the ALTEIP.
(e)“Assurant Group” means the Company, its Affiliates, and any successors thereto.
(f)“Award” means the cash bonus opportunity granted to a Participant under the Plan.
(g)“Beneficiary” means the Participant’s surviving spouse or, if none, the Participant’s surviving descendants (who shall take per stirpes) and, if there are no surviving descendants, the Beneficiary shall be the Participant’s estate.
(h)“Board” means the Board of Directors of the Company.
(i)“Change in Control” shall have the meaning given to that term in the ALTEIP.
(j)“Code” means the Internal Revenue Code of 1986, as amended, and any regulations and rulings of general applicability issued thereunder.
(k)“Committee” shall have the meaning given to that term in the ALTEIP.
(l)“Company” means Assurant, Inc., a Delaware corporation, or any successor thereto.
(m)“Competitor” means, unless the Administrator determines otherwise, any person or business that competes with the products or services provided by a member of the Assurant Group for which participant had business responsibilities within 24 months prior to a termination of employment or about which participant obtained Confidential Information.
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(n)“Competitor Conduct” means, unless the Administrator determines otherwise, accepting employment with, or directly or indirectly providing services to, a Competitor. If participant has a termination of employment and participant’s responsibilities to the Assurant Group were limited to a specific territory or territories during the 24 months prior to the termination of employment, then Competitor Conduct will be limited to that specific territory or territories within or outside of the United States.
(o)“Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (i) is disclosed to participant or of which participant becomes aware as a consequence of participant’s employment with the Company; (ii) has a value to the Company monetarily or otherwise; and (iii) is not generally known outside of the Company.
(p)“Disability” shall have the meaning given to that term in the ALTEIP.
(q)“Eligible Employee” means a regular, active employee of the Company or any Subsidiary, or a prospective employee of the Company or any Subsidiary, who is expected to be among the members of the Management Committee and officers of the Company who are subject to Section 16 of the Act, as amended from time to time, as of the last day of a given Performance Period.
(r)“Individual Agreement” means an employment, severance, change in control severance, or similar agreement between a Participant and the Company or between the Participant and any of the Company’s Subsidiaries or Affiliates. For purposes of this Plan, an Individual Agreement shall be considered “operative” during its term; provided that an Individual Agreement under which severance or other substantive protections, compensation and/or benefits are provided only following a change in control or termination of employment in anticipation of a change in control shall not be considered “operative” until the occurrence of a change in control or termination of employment in anticipation of a change in control, as applicable.
(s)“Management Committee” means the management committee of the Company.
(t)“Misconduct” means unless the Administrator determines otherwise:
(1)disclosing or using any of the Assurant Group’s Confidential Information without proper authorization from the Assurant Group or in any capacity other than as necessary for the performance of participant’s assigned duties for the Assurant Group;
(2)violation of the Code of Ethics or any successor code of conduct or other applicable Assurant Group policies, including but not limited to conduct which would constitute a breach of any representation or certificate of compliance signed by Participant;
(3)fraud, gross negligence or willful misconduct by participant, including but not limited to fraud, gross negligence or willful misconduct causing or contributing to an error resulting in a restatement of the financial statements of any member of the Assurant Group;
(4)directly or indirectly soliciting or recruiting for employment or contract work on behalf of a person or entity other than a member of the Assurant Group, any person who is an employee, representative, officer or director in the Assurant Group or who held one or more of those positions at any time within the 12 months prior to Participant’s termination of employment;
(5)directly or indirectly inducing, encouraging or causing an employee of the Assurant Group to terminate their employment or a contract worker to terminate their contract with a member of the Assurant Group;
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(6)any action by participant and/or their representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Assurant Group and any of its customers, prospective customers, vendors, suppliers or employees known to Participant; or
(7)breaching any provision of any employment or severance agreement with a member of the Assurant Group.
(u)“Participant” means an Eligible Employee participating in the Plan for a given Performance Period.
(v)“Performance Goal” means the targeted levels of achievement using one or more of the measures determined by the Committee, in its sole discretion, to be applicable to a Participant during a Performance Period.
(w)“Performance Period” means the Company’s fiscal year, or such other period as the Committee shall establish, from time to time, in its sole discretion.
(x) “Retirement” means, unless the Administrator determines otherwise or as required by local law outside the United States, termination of employment (other than by reason of death or disability and other than in the event of Termination for Cause) from the Company and its Affiliates from either (i) attaining age fifty-five (55) and completing at least ten (10) years of Continuous Service with the Company and its Affiliates or (ii) attaining age sixty-five (65) and competing at least three (3) years of Continuous Service with the Company and its Affiliates.
(y)“Subsidiary” means any corporation, limited liability company, partnership, or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.
(z)“Termination of Service” shall have the meaning given to that term in the ALTEIP.
(aa)“Termination for Cause” means termination of employment from the Company and its Affiliates on account of any act of fraud or intentional misrepresentation or embezzlement, misappropriation or conversion of assets of the Company or any Affiliate, or the intentional violation of the written policies or procedures of the Company; provided that for a Participant who is eligible for severance benefits under the Assurant, Inc. Severance Pay Plan or is party to an individual severance or employment agreement defining Termination for Cause, “Termination for Cause” has the meaning set forth in such plan or agreement. For purposes of this Plan, a Participant’s termination of employment will be deemed to be a Termination for Cause if, after the Participant’s employment has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a Termination for Cause.
SECTION 2. Administration
2.1. General. The Plan shall be administered by the Administrator. The Administrator shall have exclusive and final authority, discretion, and power, subject to the terms of the Plan, to:
(a)Determine the Eligible Employees who will be Participants in the Plan and to whom Awards may from time to time be granted;
(b)Determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;
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(c)Interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto); and
(d)Otherwise administer the Plan.
2.2. Procedures. The Committee may, unless otherwise prohibited by Applicable Law, allocate all or any portion of its responsibilities and powers to any one or more of its members as Administrator and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Without limiting the generality of the foregoing, the Committee may not delegate its powers and responsibilities to (a) determine Participants, (b) establish Performance Periods, (c) make discretionary adjustments, and (d) certify enterprise performance metrics.
2.3. Discretion; Decisions Binding. Any determination made pursuant to the Plan by the Administrator with respect to any Award shall be made in the sole discretion of the Administrator. All decisions made by the Administrator pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company, Participants, and Eligible Employees.
2.4. Expenses. All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company.
SECTION 3. Award Terms
3.1. Discretionary Adjustment. The Committee may determine in its sole discretion that for any Performance Period, the total aggregate Awards or any individual Award actually paid shall be based on such factors as it determines to be appropriate.
3.2. Certification. Following the close of each Performance Period and prior to payment of any Awards for that Performance Period, the Committee will certify the applicable enterprise performance metrics achieved for that Performance Period.
3.3. Determination of Award and Timing of Payment. Payment of each Award will be made as soon as practicable after the Committee has completed the certification required by Section 3.2 for the applicable Performance Period and determined the actual amount to be paid pursuant the Award, but in no event shall payment occur later than the 15th day of the third calendar month after the end of the calendar year in which such Award first ceased to be subject to a substantial risk of forfeiture within the meaning of Section 409A of the Code and the treasury regulations thereunder, unless the Participant has made a valid and timely election to defer receipt of the Award in accordance with an applicable deferred compensation plan.
3.4. Form of Payment. Each Award under the Plan shall be paid in cash or its equivalent. The Committee in its sole discretion may, however, determine that all or a portion of an Award shall be paid in stock, restricted stock, stock options, stock appreciation rights, or other stock based or stock denominated units, which shall be issued pursuant to the Company’s equity compensation plans in existence at the time the Award is certified.
3.5. Recoupment. Each Participant who receives an Award under the Plan acknowledges that each Award is granted subject to the terms of this Section 3.5.
(a)Financial Restatements. The Plan will be administered in compliance with Section 10D of the Act, including Rule 10D-1 and Section 303A.14 of the New York Stock Exchange Listed Company Manual and the Assurant, Inc. Compensation Clawback Policy, as may be amended from time to time.
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(b)Other Special Repayment and Forfeiture Events. If a Participant engages in Misconduct or Competitor Conduct, as determined by the Administrator, during employment or within 12 months after a termination of employment for any reason, then (i) the Participant forfeits any Award that has not yet been paid (including any amounts subject to elective or mandatory deferral) and (ii) the Participant will, within 30 days following written notice from the Company, pay to the Company in cash an amount equal to (A) the gross amount of any Award paid to the Participant at any time within the last 12 months before a termination of employment less (B) $1.00.
(c)Nothing in this Plan or otherwise limits a Participant’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (“SEC”) or any other federal, state or local governmental agency or commission (“Government Agencies”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Participant for any of these activities, and nothing in this Plan or otherwise requires the Participant to waive any monetary award or other payment that the Participant might become entitled to from the SEC or any other Government Agency. Nothing in this Plan or otherwise requires a Participant to disclose any communications the Participant may have had or information the Participant may have provided to the SEC or any other Government Agencies regarding possible legal violations. Notwithstanding anything to the contrary in this Plan or otherwise, as provided for in the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), a Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Without limiting the foregoing, if a Participant files a lawsuit for retaliation by Company for reporting a suspected violation of law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding, if the Participant (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Plan or otherwise is intended to limit, nor does it limit, any applicable rights that a Participant may have under Section 7 of the National Labor Relations Act.
(d)The Administrator may adopt jurisdiction-specific award terms or addenda modifying the application of this Section 3.5 for Participants subject to jurisdictions restricting the enforceability of post-employment restrictive covenants.
3.6. Employment Requirement. Except as otherwise provided in Section 4, no Award shall be paid to any Participant who is not actively employed by the Company or an Affiliate on the last day of the Performance Period.
SECTION 4. Terminations
4.1. Discretion of Committee. Without limiting the generality of Section 3.1, a Participant who terminates employment with the Company for any reason during a Performance Period may, in the Committee’s discretion, receive an Award in such an amount as the Committee deems to be appropriate, generally pro-rated for time worked during the Performance Period. Pro-ration will not apply in the case of a termination on or after the last day of the Performance Period; however, the Award amount will still be such as the Committee deems to be appropriate. Awards payable for any reason other than Disability or death shall not be paid until the end of the Performance Period and the Committee’s certification as described in Section 3.2 and determination of the amount to be paid as described in Section 3.3. Awards payable in the event of death shall be paid to the Participant’s Beneficiary.
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4.2. Change in Control. Notwithstanding any other provision of the Plan to the contrary, upon a Change in Control:
(a)With respect to each Award that is then outstanding and unpaid, the Participant shall be paid an amount based on the level of achievement of the Performance Goals for the Award as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the date of the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the Performance Period); and
(b)Such Awards shall be paid as soon as practicable after the amounts have been determined, but in any event no later than March 15 of the calendar year following the year in which the Change in Control took place, except to the extent that a Participant has made a valid and timely election to defer receipt of any Award in accordance with an applicable deferred compensation plan, in which case the terms of such election.
(c)and such plan shall control.
SECTION 5. Amendment
5.1. Amendment of Plan. The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration, or discontinuation shall be made by the Board or the Committee which would materially impair the rights of the Participant with respect to a previously granted Award, or any Award pursuant to Section 4.2, without such Participant’s consent, except such an amendment made to comply with Applicable Law, tax rules, stock exchange rules, or accounting rules.
SECTION 6. Miscellaneous
6.1. Compliance with Legal Requirements. The Plan and the grant of Awards shall be subject to all Applicable Laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.
6.2. Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.
6.3. Withholding Taxes. The Company shall have the right to make payment of Awards net of any applicable federal, state and local taxes required to be withheld, or to require the Participant to pay such withholding taxes. If the Participant fails to make such tax payments as required, the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such withholding obligations.
6.4. No Right to Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Subsidiary.
6.5. No Right to Participate. No Eligible Employee shall have any right to be selected to participate in the Plan in any Performance Period.
6.6. Nontransferability. No Award may be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of, including assignment pursuant to a domestic relations order, prior to certification of the Award. Each Award shall be paid during the Participant’s lifetime only to the Participant, or, if permissible under Applicable Law, to the Participant’s legal representatives. No Award shall, prior to receipt thereof by the Participant, be in any manner subject to the debts, contracts, liabilities, or torts of the Participant.
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6.7. Severability. If any provision of the Plan is, becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to Applicable Laws; or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan, such provision will be stricken as to such jurisdiction, and the remainder of the PIan shall remain in full force and effect.
6.8. No Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary.
6.9. Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries or Affiliates.
6.10. Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
6.11. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity.
6.12. Special Provisions Relating to Section 409A of the Code. Section 15.22 of the ALTEIP is hereby incorporated by reference, as applicable.
6.13. Non-Exclusivity of Plan. Neither adoption of the Plan by the Board nor submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including, without limitation, cash or equity-based compensation arrangements, either tied to performance or otherwise.
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EXHIBIT 10.3
CALIFORNIA LAW ADDENDUM - ESTIP
Section 1. Applicability
This California Law Addendum ("Addendum") modifies Section 3.5 of the Executive Short Term Incentive Plan ("Plan") solely with respect to Participants whom the Company identifies as residing in California or primarily performing services for the Company in California at the time the applicable Award opportunity is established.
Except as expressly modified by this Addendum, the Plan remains unchanged and in full force and effect as to Participant.
Section 2. Competitor Conduct
Notwithstanding Section 3.5(b) of the Plan, no Award shall be forfeited and no repayment shall be required solely because the Participant engages in Competitor Conduct to the extent such forfeiture or repayment is prohibited by applicable California law.
Section 3. Certain Misconduct Provisions
The provisions contained in clauses (4), (5) and (6) of the definition of Misconduct shall apply only to the extent permitted by applicable California law.
Section 4. Continuing Misconduct-Based Recoupment
Nothing in this Addendum modifies or limits the Company's ability to require forfeiture or repayment of an Award based upon:
a.misuse or unauthorized disclosure of Confidential Information;
b.violation of the Code of Ethics or other applicable Company policies;
c.fraud;
d.gross negligence;
e.willful misconduct;
f.financial reporting misconduct;
g.breach of any lawful employment or severance agreement provision unrelated to post-employment competition;
h.the Company's Compensation Clawback Policy;
i.Section 10D of the Securities Exchange Act;
j.SEC rules;
k.New York Stock Exchange listing standards; or
l.any other lawful basis for recoupment or forfeiture.
Section 5. Trade Secret Rights
Nothing in this Addendum limits the Company's rights or the Participant's obligations under:
a.the California Uniform Trade Secrets Act;
b.the federal Defend Trade Secrets Act of 2016;
c.any confidentiality agreement;
d.any invention assignment agreement; or
e.any other applicable law protecting confidential, proprietary or trade secret information.
EXHIBIT 10.4
A S S U R A N T, I N C.
R E S T R I C T E D S T O C K U N I T A W A R D A G R E E M E N T
Performance-Based Award
THIS AGREEMENT, is entered into, between Assurant, Inc., a Delaware corporation (the “Company”), and [participant name] (the “Participant”).
In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:
1.Grant, Vesting and Forfeiture of Restricted Stock Units.
(a) Grant. Subject to the provisions of this Award Agreement (this “Agreement”) and the provisions of the Amended and Restated Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant, as of [grant date] (the “Grant Date”), a number of Restricted Stock Units (the “Restricted Stock Units”) equal to [target # of units] (the “Target Award”), each with respect to one share of common stock of the Company, par value $0.01 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
(b) Vesting. Subject to the terms and conditions of this Agreement, a number of Restricted Stock Units shall vest and shall no longer be subject to any restriction on the date that the Committee determines and certifies (the “Determination Date”) the Company’s achievement in respect of each Goal (as defined below) for [the three-year period beginning on January 1 of the year of Grant date] (such period, the “Performance Period”), provided that the Participant is continuously employed by one or more of the Company’s Affiliates (collectively, Company and its Affiliates and any successors thereto defined as the “Assurant Group”) until the third anniversary of the Grant Date. Vesting of the Restricted Stock Units shall be determined based upon the Company’s performance during the Performance Period with respect to the following goals (the “Goals”) established by the Company within 90 days following the commencement of the Performance Period (the “Performance Level”): (i) the achievement of total shareholder return measured relative to the S&P 500 Index (“TSR”) and (ii) adjusted earnings per share, excluding: (A) reportable catastrophes (as defined in the Company’s audited consolidated financial statements) and (B) the net effect of changes in tax laws or regulations (“Adjusted EPS”). Each Goal shall be weighted equally in determining the Company’s Performance Level. The number of Restricted Stock Units that shall vest pursuant to the TSR Goal shall be determined as follows:
Targeted Percentile Rank | Percentage of Applicable Restricted Stock Units that Vest | ||||
75th Percentile and Above | 200% | ||||
50th Percentile | 100% | ||||
25th Percentile | 50% | ||||
Below 25th Percentile | 0% | ||||
Vesting for index performance that falls between the 25th and 50th and 50th and 75th percentiles shall be determined by straight-line interpolation. The number of Restricted Stock Units that shall vest pursuant to the Adjusted EPS Goal shall be determined as set forth in Appendix A attached hereto. On the Determination Date, the Committee shall determine the number of Restricted Stock Units, if any, that shall vest pursuant to each Goal. Such determinations shall be final, binding and conclusive on all persons for all purposes. For purposes of calculating TSR, the Committee has determined that a 20-trading day average stock price calculation at the start and end of the Performance Period applies and the beginning stock price shall be the average closing price for the 20 consecutive trading days immediately preceding the first day of the Performance Period and the ending stock price shall be the
average closing price for the 20 consecutive trading days ending the last day of the Performance Period (or if that day is not a trading day, the immediately preceding trading day).
(c) Forfeiture; Termination of Continuous Service. Generally, upon the Participant’s Termination of Service for any reason before the third anniversary of the Grant Date, all Restricted Stock Units are immediately forfeited. Notwithstanding the foregoing, (i) in the event of the Participant’s termination of Continuous Service due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurred, then the unvested Restricted Stock Units shall vest as determined in accordance with Section 1(b) and (ii) in the event of the Participant’s termination of Continuous Service without Cause, or termination of Continuous Service due to death or Disability, the Participant shall vest in a number of Restricted Stock Units equal to the product of (A) the number of Restricted Stock Units determined in accordance with Section 1(b) and (B) a fraction, the numerator of which is the number of full months from the Grant Date until the date of Termination of Service (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is thirty-six. Any Restricted Stock Units earned pursuant to the immediately preceding sentence shall be settled in accordance with Section 2. For purposes of this Agreement, service with the Company shall include service with the Company’s Affiliates and any successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the service of the Assurant Group or interfere in any way with the right of the Assurant Group to terminate the Participant’s service at any time.
2.Settlement of Units. As soon as reasonably practicable after the Vesting Date as set forth in Section 1(b) the Company shall deliver to the Participant or the Participant’s personal representative, in book-position or certificate form, one Share that does not bear any restrictive legend for each vested Restricted Stock Unit.
3.Dividend Equivalents. The Participant shall have the right to receive Dividend Equivalents with respect to Shares underlying the Restricted Stock Units that vest pursuant to this Agreement. The Dividend Equivalents represent the right to receive an amount equal to the aggregate regular cash dividends that would have been paid to the Participant if the Participant had been the record owner, on each record date for a cash dividend during the period from the Grant Date through the date on which the applicable Restricted Stock Units are settled, of a number of Shares equal to the applicable number of Restricted Stock Units that vest pursuant to this Agreement. The Dividend Equivalents shall be paid, in cash, on the date on which the applicable Restricted Stock Units are settled pursuant to this Agreement, or as soon as reasonably practicable following the applicable payment date of each such cash dividend.
4.Nontransferability of the Restricted Stock Units. Until such Restricted Stock Units shall vest and are ultimately settled as provided in Section 2 above, the Restricted Stock Units and the Shares covered by the Restricted Stock Units shall not be transferable by the Participant by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.
5.Rights as a Stockholder. The Participant shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units (including, without limitation, any voting rights) until such Shares vest and are settled as provided in Section 2 above.
6.Adjustment; Change of Control. In the event of certain transactions before the Restricted Stock Units vest, the Restricted Stock Units shall be subject to adjustment as provided in Section 3.6 of the Plan or any applicable successor provision under the Plan. In the event of a Change of Control before the Restricted Stock Units vest, the restrictions applicable to the Restricted Stock Units shall be determined in accordance with Section 10.1 of the Plan, and shall be settled within 5 calendar days after any full acceleration of vesting following a Change of Control as specified in Section 10.1 of the Plan; provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change of
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Control unless the Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code and will instead be settled at such time as specified in Section 2.
7.Payment of Transfer Taxes, Fees and Other Expenses. The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by a Participant in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.
8.Taxes and Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.
9.Special Forfeiture and Repayment Rules. This Agreement contains special forfeiture and repayment rules intended to encourage conduct that protects the Assurant Group’s legitimate business assets and discourage conduct that threatens or harms those assets. The Company does not intend to have the benefits of this Agreement reward or subsidize conduct detrimental to the Company, and therefore will require the forfeiture of the benefits offered under this Agreement and the repayment of gains obtained from this Agreement, according to the rules specified below. Participants who are provided a state-specific Restrictive Covenant Addendum are subject to Paragraph 9 as modified by that Addendum. Activities that trigger the forfeiture and repayment rules are divided into two categories: Misconduct and Competitor Conduct.
(a)Misconduct. During employment with the Assurant Group and, with respect to clauses (A), (D), (E), (F) and (G), for three (3) years after the Termination of Service for any reason, Participant agrees not to engage in Misconduct. If Participant engages in such Misconduct during employment or within three (3) years after the Termination of Service for any reason, then:
(i)Participant immediately forfeits the Restricted Stock Units and related Dividend Equivalents that have not yet vested or that vested at any time within three years prior to the date the Misconduct first occurred but have not yet settled as provided in Section 2 above, and those forfeited Restricted Stock Units automatically terminate, and
(ii)Participant shall, within 30 days following written notice from the Company, pay to the Company in cash an amount equal to (A) the Gross Gain to Participant resulting from the payment of Restricted Stock Units and related Dividend Equivalents that had vested at any time within three years prior to the date the Misconduct first occurred less (B) $1.00. The “Gross Gain” is the Fair Market Value of the Shares represented by the Restricted Stock Units on the date of delivery.
As used in this Agreement, “Misconduct” means:
(A) disclosing or using any of the Assurant Group’s Confidential Information without proper authorization from the Assurant Group or in any capacity other than as necessary for the performance of Participant’s assigned duties for the Assurant Group;
(B) violation of the Code of Ethics or any successor code of conduct or other applicable Assurant Group policies, including but not limited to conduct which would constitute a breach of any representation or certificate of compliance signed by Participant;
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(C) fraud, gross negligence or willful misconduct by Participant, including but not limited to fraud, gross negligence or willful misconduct causing or contributing to an error resulting in a restatement of the financial statements of any member of the Assurant Group;
(D) directly or indirectly soliciting or recruiting for employment or contract work on behalf of a person or entity other than a member of the Assurant Group, any person who is an employee, representative, officer or director in the Assurant Group or who held one or more of those positions at any time within the 12 months prior to Participant’s Termination of Service;
(E) directly or indirectly inducing, encouraging or causing an employee of the Assurant Group to terminate their employment or a contract worker to terminate their contract with a member of the Assurant Group;
(F) any action by Participant and/or their representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Assurant Group and any of its customers, prospective customers, vendors, suppliers or employees known to Participant; or
(G) breaching any provision of any employment or severance agreement with a member of the Assurant Group.
Nothing in this Agreement or otherwise will prevent Participant from testifying truthfully as required by law, prohibit or prevent Participant from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state or local government agency (e.g., Equal Employment Opportunity Commission, National Labor Relations Board, Securities and Exchange Commission, etc.), or prevent Participant from disclosing Assurant Group’s confidential information in confidence to a federal, state or local government official for the purpose of reporting or investigating a suspected violation of law. As used in this Agreement, “Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (i) is disclosed to Participant or of which Participant becomes aware as a consequence of his/her employment with the Company; (ii) has any value to the Company monetarily or otherwise; and (iii) is not generally known outside of the Company.
(b)Competitor Conduct.
If Participant engages in Competitor Conduct during employment or within one (1) year after the Termination of Service for any reason, then:
(i)Participant immediately forfeits the Restricted Stock Units that have not yet vested or that vested at any time within one (1) year prior to the date the Competitor Conduct first occurred but have not yet settled as provided in Section 2 above, and those forfeited Restricted Stock Units automatically terminate, and
(ii)Participant shall, within 30 days following written notice from the Company, pay to the Company in cash an amount equal to (A) the Gross Gain to Participant resulting from the payment of Restricted Stock Units that had vested at any time since the earlier of one year prior to the date the Competitor Conduct first occurred or one year prior to the Termination of Service, if applicable, less (B) $1.00. The “Gross Gain” is the Fair Market Value of the Shares represented by the Restricted Stock Units on the date of receipt.
As used in this Agreement, “Competitor Conduct” means accepting employment with, or directly or indirectly providing services to, a Competitor in the United States. If Participant has a Termination of Service and Participant’s responsibilities to the Assurant Group were limited to a specific territory or territories during the 24 months prior to the Termination of Service, then Competitor Conduct will be limited to that specific territory or territories. A “Competitor” means any person or business that competes with the products or services provided by a member of the Assurant Group for which Participant had business responsibilities
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within 24 months prior to Termination of Service or about which Participant obtained Confidential Information.
(c)General.
(i)Nothing in this Paragraph 9 constitutes or is to be construed as a “noncompete” covenant or other restraint on employment or trade. The provisions of this Paragraph 9 do not prevent, nor are they intended to prevent, Participant from seeking or accepting employment or other work outside the Assurant Group. The execution of this Agreement is voluntary. Participant is free to choose to comply with the terms of this Agreement and receive the benefits offered or else reject this Agreement with no adverse consequences to Participant’s employment with the Assurant Group.
(ii)Participant agrees to provide the Company with at least 10 days’ written notice prior to accepting employment with or providing services to a Competitor within one year after Termination of Service.
(iii)Participant acknowledges receiving sufficient consideration for the requirements of this Paragraph 9, including Participant’s receipt of the Restricted Stock Units. Participant further acknowledges that the Company would not provide the Restricted Stock Units to Participant without Participant’s promise to abide by the terms of this Paragraph 9. The parties also acknowledge that the provisions contained in this Paragraph 9 are ancillary to, or part of, an otherwise enforceable agreement at the time this Agreement is made.
(iv)Participant may be released from the obligations of this Paragraph 9 if and only if the Committee determines, in writing and in the Committee’s sole discretion, that a release is in the best interests of the Company.
(iii)
10. Notices. Notices and other communications under this Agreement must be in writing and shall be given by hand delivery to the other party or by overnight courier or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Participant:
At the most recent address
on file at the Company.
If to the Company:
Assurant, Inc.
260 Interstate N Cir SE
Atlanta, Georgia 30339
Attention: Corporate Secretary
or to such other address as any party shall have furnished to the other in writing in accordance with this Section 10. Notices and communications shall be effective upon delivery. Notwithstanding the foregoing, the Participant consents to electronic delivery of documents required to be delivered by the Company under this Agreement and the securities laws.
11.Effect of Agreement. This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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12.Applicable Law; Forum Selection; Consent to Jurisdiction. The Company and Participant agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware without giving effect to its conflicts of law principles, as applied to contracts executed in and performed wholly within the State of Delaware. Participant agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state or federal courts of the State of Georgia. With respect to any such court action, Participant hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to service of process; (c) consents to venue; and (d) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Both parties hereto further agree that the state and federal courts of Georgia are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.
13.Terms of Plan. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.
14.Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.
15.Severability. If any one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable, the other provisions of this Agreement shall be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
16.Conflicts and Interpretation. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.
17.Amendment. The Company may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Participant without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
18.Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s Termination of Service shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is
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necessary to ensure the foregoing, it may, notwithstanding Section 17, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.
19.Compensation Clawback Policy. All Restricted Stock Units granted under this Agreement are subject to the terms and conditions of the Company’s Compensation Clawback Policy, as may be amended from time to time, the terms of which are incorporated into this Agreement by reference.
20.Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
21.Counterparts; Electronic Delivery. This Agreement may be executed in counterparts, which together shall constitute one and the same original. This Agreement may be executed and delivered electronically and upon such delivery an electronic signature or an electronic acceptance will be deemed to have the same effect as if the original signature had been delivered to the other party.
Assurant, Inc.
By:
Its: ___________________________
ACCEPTANCE OF AGREEMENT:
Participant hereby: (a) acknowledges that Participant has received a copy of the Plan, a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders, and a copy of the Plan Description pertaining to the Plan; (b) accepts this Agreement and the Restricted Stock Units granted to Participant under this Agreement subject to all provisions of the Plan and this Agreement, including the provisions in the Agreement regarding “Special Forfeiture and Repayment Rules” set forth in Paragraph 9 and “Compensation Clawback” set forth in Paragraph 19; (c) represents that Participant understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if Participant manually signed the Agreement; and (d) agrees that no transfer of the Shares delivered in respect of the Restricted Stock Units may be made unless the Shares have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.
Participant’s Signature
Date:
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Appendix A
The number of Restricted Stock Units that shall vest pursuant to the Adjusted EPS Goal shall be determined as follows:
| Performance Level | Cumulative Adjusted EPS Goal ([Performance Period]) | Percentage of Applicable Restricted Stock Units that Vest | ||||||
| Maximum | $ | 200% | ||||||
| Stretch | $ | 125% | ||||||
| Above Target | $ | 110% | ||||||
| Target | $ | 100% | ||||||
| Near Target | $ | 90% | ||||||
| Below Target | $ | 75% | ||||||
| Threshold | $ | 50% | ||||||
| Below Threshold | $_____ or less | 0% | ||||||
Vesting for performance that falls between performance levels shall be determined by straight-line interpolation. The cumulative goal achievement is determined by adding Adjusted EPS for each year of the Performance Period.
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EXHIBIT 10.5
A S S U R A N T, I N C.
R E S T R I C T E D S T O C K U N I T A W A R D A G R E E M E N T
Time-Based Award
THIS AGREEMENT is entered into between Assurant, Inc., a Delaware corporation (the “Company”), and [participant name] (the “Participant”).
In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:
1. Grant, Vesting and Forfeiture of Restricted Stock Units.
(a) Grant. Subject to the provisions of this Award Agreement (this “Agreement”) and the provisions of the Amended and Restated Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant, as of [grant date] (the “Grant Date”), [# of shares] Restricted Stock Units (the “Restricted Stock Units”), each with respect to one share of common stock of the Company, par value $0.01 per Share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
(b) Vesting. Subject to the terms and conditions of this Agreement, including those relating to Participant’s continued employment with one or more of Company’s Affiliates (collectively, the Company and its Affiliates and any successors thereto defined as the “Assurant Group”), the Restricted Stock Units shall vest in three installments, which shall be as nearly equal as possible, on each of the first three anniversaries of the Grant Date (each a “Vesting Date” with respect to the portion of the Restricted Stock Units scheduled to vest on such date).
(c) Forfeiture; Termination of Continuous Service. Generally, upon the Participant’s Termination of Service with the Assurant Group, any unvested Restricted Stock Units are immediately forfeited. Notwithstanding the foregoing, (i) upon the Participant’s termination of Continuous Service due to the Participant’s Retirement at any time following the end of the calendar year in which the Grant Date occurred, then any outstanding unvested Restricted Stock Units shall immediately vest in full and are not forfeited; and (ii) upon the Participant’s termination of Continuous Service by the Company without Cause, or termination of Continuous Service due to death or Disability, the Participant shall vest in a number of Restricted Stock Units equal to the excess, if any, of (A) the product of (x) the total number of Restricted Stock Units and (y) a fraction, the numerator of which is the number of full months from the Grant Date until the date of Termination of Service (provided that, for this purpose, the month in which the Grant Date occurs shall be considered a full month) and the denominator of which is thirty-six minus (B) the number of Restricted Stock Units that previously vested as of the Termination of Service without respect to this provision. For purposes of this Agreement, service with the Company shall include service with the Assurant Group and its successors. Nothing in this Agreement or the Plan shall confer upon the Participant any right to continue in the service of the Assurant Group or interfere in any way with the right of the Assurant Group to terminate the Participant’s service at any time.
2. Settlement of Units. As soon as reasonably practicable after the Vesting Date as set forth in Section 1(b), the Company shall deliver to the Participant or Participant’s personal representative, in book-position or certificate form, one Share that does not bear any restrictive legend for each vested Restricted Stock Unit.
3. Dividend Equivalents. The Participant shall have the right to receive Dividend Equivalents with respect to Shares underlying Restricted Stock Units that are outstanding under this Agreement. The Dividend Equivalents represent the right to receive an amount equal to the aggregate regular cash dividends that would have been paid to the Participant if the Participant had been the record owner, on each record date for a cash dividend during the period from the Grant Date through the date on which the applicable Restricted Stock Units are settled, cancelled or forfeited of a number of Shares equal to the applicable number of Restricted Stock Units that vest pursuant to this Agreement. The Dividend Equivalents shall be paid, in cash, as soon as reasonably practicable following the applicable payment date for each such cash dividend.
4. Nontransferability of the Restricted Stock Units. Until such Restricted Stock Units shall vest and are ultimately settled as provided in Section 2 above, the Restricted Stock Units and the Shares covered by the Restricted Stock Units shall not be transferable by the Participant by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and void.
5. Rights as a Stockholder. The Participant shall not be entitled to any rights of a stockholder with respect to the Restricted Stock Units (including, without limitation, any voting rights) until such Shares vest and are settled as provided in Section 2 above.
6. Adjustment; Change of Control. In the event of certain transactions before the Restricted Stock Units vest, the Restricted Stock Units shall be subject to adjustment as provided in Section 3.6 of the Plan or any applicable successor provision under the Plan. In the event of a Change of Control before the Restricted Stock Units vest, the restrictions applicable to the Restricted Stock Units shall be determined in accordance with Section 10.1 of the Plan, and shall be settled within 5 calendar days after any full acceleration of vesting following a Change of Control as specified in Section 10.1 of the Plan; provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change of Control unless the Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code and will instead be settled at such time as specified in Section 2.
7. Payment of Transfer Taxes, Fees and Other Expenses. The Company agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of Shares received by a Participant in connection with the Restricted Stock Units, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.
8. Taxes and Withholding. No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal, state, local, foreign income, employment or other tax purposes with respect to any Restricted Stock Units, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld with respect to such amount. The obligations of the Company under this Agreement shall be conditioned on compliance by the Participant with this Section 8, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant, including deducting such amount from the delivery of Shares upon settlement of the Restricted Stock Units that gives rise to the withholding requirement.
9. Special Forfeiture and Repayment Rules. This Agreement contains special forfeiture and repayment rules intended to encourage conduct that protects the Assurant Group’s legitimate business assets and discourage conduct that threatens or harms those assets. The Company does not intend to have the benefits of this Agreement reward or subsidize conduct detrimental to the Company, and therefore will require the forfeiture of the benefits offered under this Agreement and the repayment of gains obtained from this Agreement, according to the rules specified below. Participants who are provided a state-specific Restrictive Covenant Addendum are subject to Paragraph 9 as modified by that Addendum. Activities that trigger the forfeiture and repayment rules are divided into two categories: Misconduct and Competitor Conduct.
(a)Misconduct. During employment with the Assurant Group and, with respect to clauses (A), (D), (E), (F) and (G), for three (3) years after the Termination of Service for any reason, Participant agrees not to engage in Misconduct. If Participant engages in such Misconduct during employment or within three (3) years after the Termination of Service for any reason, then:
(i)Participant immediately forfeits the Restricted Stock Units and related Dividend Equivalents that have not yet vested or that vested at any time within three years prior to the date the Misconduct first occurred but have not yet settled as provided in Section 2 above, and those forfeited Restricted Stock Units automatically terminate, and
(ii)Participant shall, within 30 days following written notice from the Company, pay to the Company in cash an amount equal to (A) the Gross Gain to Participant resulting from the payment of Restricted Stock Units and related Dividend Equivalents that had vested at any time within three years prior to the date the Misconduct first occurred less (B) $1.00. The “Gross Gain” is the Fair Market Value of the Shares represented by the Restricted Stock Units on the date of delivery.
As used in this Agreement, “Misconduct” means:
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(A) disclosing or using any of the Assurant Group’s Confidential Information without proper authorization from the Assurant Group or in any capacity other than as necessary for the performance of Participant’s assigned duties for the Assurant Group;
(B) violation of the Code of Ethics or any successor code of conduct or other applicable Assurant Group policies, including but not limited to conduct which would constitute a breach of any representation or certificate of compliance signed by Participant;
(C) fraud, gross negligence or willful misconduct by Participant, including but not limited to fraud, gross negligence or willful misconduct causing or contributing to an error resulting in a restatement of the financial statements of any member of the Assurant Group;
(D) directly or indirectly soliciting or recruiting for employment or contract work on behalf of a person or entity other than a member of the Assurant Group, any person who is an employee, representative, officer or director in the Assurant Group or who held one or more of those positions at any time within the 12 months prior to Participant’s Termination of Service;
(E) directly or indirectly inducing, encouraging or causing an employee of the Assurant Group to terminate their employment or a contract worker to terminate their contract with a member of the Assurant Group;
(F) any action by Participant and/or their representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Assurant Group and any of its customers, prospective customers, vendors, suppliers or employees known to Participant; or
(G) breaching any provision of any employment or severance agreement with a member of the Assurant Group.
Nothing in this Agreement or otherwise will prevent Participant from testifying truthfully as required by law, prohibit or prevent Participant from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state or local government agency (e.g., Equal Employment Opportunity Commission, National Labor Relations Board, Securities and Exchange Commission, etc.), or prevent Participant from disclosing Assurant Group’s confidential information in confidence to a federal, state or local government official for the purpose of reporting or investigating a suspected violation of law. As used in this Agreement, “Confidential Information” means any and all data and information relating to the Company, its activities, business, or clients that (i) is disclosed to Participant or of which Participant becomes aware as a consequence of his/her employment with the Company; (ii) has any value to the Company monetarily or otherwise; and (iii) is not generally known outside of the Company.
(b)Competitor Conduct. If Participant engages in Competitor Conduct during employment or within one (1) year after the Termination of Service for any reason, then:
(i)Participant immediately forfeits the Restricted Stock Units that have not yet vested or that vested at any time within one (1) year prior to the date the Competitor Conduct first occurred but have not yet settled as provided in Section 2 above, and those forfeited Restricted Stock Units automatically terminate, and
(ii)Participant shall, within 30 days following written notice from the Company, pay to the Company in cash an amount equal to (A) the Gross Gain to Participant resulting from the payment of Restricted Stock Units that had vested at any time since the earlier of one year prior to the date the Competitor Conduct first occurred or one year prior to the Termination of Service, if applicable, less (B) $1.00. The “Gross Gain” is the Fair Market Value of the Shares represented by the Restricted Stock Units on the date of receipt.
As used in this Agreement, “Competitor Conduct” means accepting employment with, or directly or indirectly providing services to, a Competitor in the United States. If Participant has a Termination of Service and Participant’s responsibilities to the Assurant Group were limited to a specific territory or territories during the 24 months prior to the Termination of Service, then Competitor Conduct will be limited to that specific territory or territories. A “Competitor” means any person or business that competes with the products or
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services provided by a member of the Assurant Group for which Participant had business responsibilities within 24 months prior to Termination of Service or about which Participant obtained Confidential Information.
(c)General.
(i)Nothing in this Paragraph 9 constitutes or is to be construed as a “noncompete” covenant or other restraint on employment or trade. The provisions of this Paragraph 9 do not prevent, nor are they intended to prevent, Participant from seeking or accepting employment or other work outside the Assurant Group. The execution of this Agreement is voluntary. Participant is free to choose to comply with the terms of this Agreement and receive the benefits offered or else reject this Agreement with no adverse consequences to Participant’s employment with the Assurant Group.
(ii)Participant agrees to provide the Company with at least 10 days’ written notice prior to accepting employment with or providing services to a Competitor within one year after Termination of Service.
(iii)Participant acknowledges receiving sufficient consideration for the requirements of this Paragraph 9, including Participant’s receipt of the Restricted Stock Units. Participant further acknowledges that the Company would not provide the Restricted Stock Units to Participant without Participant’s promise to abide by the terms of this Paragraph 9. The parties also acknowledge that the provisions contained in this Paragraph 9 are ancillary to, or part of, an otherwise enforceable agreement at the time this Agreement is made.
(iv)Participant may be released from the obligations of this Paragraph 9 if and only if the Committee determines, in writing and in the Committee’s sole discretion, that a release is in the best interests of the Company.
10. Notices. Notices and other communications under this Agreement must be in writing and shall be given by hand delivery to the other party or by overnight courier or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Participant:
At the most recent address
on file at the Company.
If to the Company:
Assurant, Inc.
260 Interstate N Cir SE
Atlanta, Georgia 30339
Attention: Corporate Secretary
or to such other address as any party shall have furnished to the other in writing in accordance with this Section 10. Notices and communications shall be effective upon delivery. Notwithstanding the foregoing, the Participant consents to electronic delivery of documents required to be delivered by the Company under this Agreement and the securities laws.
11. Effect of Agreement. This Agreement is personal to the Participant and, without the prior written consent of the Company, shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Participant’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
12. Applicable Law; Forum Selection; Consent to Jurisdiction. The Company and Participant agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of
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Delaware without giving effect to its conflicts of law principles, as applied to contracts executed in and performed wholly within the State of Delaware. Participant agrees that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state or federal courts of the State of Georgia. With respect to any such court action, Participant hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to service of process; (c) consents to venue; and (d) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Both parties hereto further agree that the state and federal courts of Georgia are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.
13. Terms of Plan. In addition to the terms and conditions set forth in this Agreement, the Restricted Stock Units are subject to the terms and conditions of the Plan, which is hereby incorporated by reference.
14. Waiver. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.
15. Severability. If any one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable, the other provisions of this Agreement shall be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
16. Conflicts and Interpretation. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary or advisable for the administration of the Plan.
17. Amendment. The Company may modify, amend or waive the terms of the Restricted Stock Unit award, prospectively or retroactively, but no such modification, amendment or waiver shall materially impair the rights of the Participant without his or her consent, except as required by applicable law, stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
18. Section 409A of the Code. It is the intention of the Company that the Restricted Stock Units shall either (a) not constitute “nonqualified deferred compensation” as defined under Section 409A of the Code or (b) comply in all respects with the requirements of Section 409A of the Code and the regulations promulgated thereunder, such that no delivery of Shares pursuant to this Agreement will result in the imposition of taxation or penalties as a consequence of the application of Section 409A of the Code. Shares in respect of any Restricted Stock Units that (i) constitute “nonqualified deferred compensation” as defined under Section 409A of the Code and (ii) vest as a consequence of the Participant’s Termination of Service shall not be delivered until the date that the Participant incurs a “separation from service” within the meaning of Section 409A of the Code (or, if the Participant is a “specified employee” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, the date that is six months following the date of such “separation from service”). If the Company determines after the Grant Date that an amendment to this Agreement is necessary to ensure the foregoing, it may, notwithstanding Section 17, make such an amendment, effective as of the Grant Date or any later date, without the consent of the Participant. Notwithstanding any provision of this Agreement or the Plan, in the event that any taxes or penalties are imposed on the Participant by reason of Section 409A of the Code, the Participant acknowledges and agrees that such taxes or penalties shall be the exclusive obligation of the Participant, and the Company shall have no liability therefor.
19. Compensation Clawback Policy. All Restricted Stock Units granted under this Agreement are subject to the terms and conditions of the Company’s Compensation Clawback Policy, as may be amended from time to time, the terms of which are incorporated into this Agreement by reference.
20. Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.
21. Counterparts; Electronic Delivery. This Agreement may be executed in counterparts, which together shall constitute one and the same original. This Agreement may be executed and delivered electronically and upon such delivery an electronic signature or an electronic acceptance will be deemed to have the same effect as if the original signature had been delivered to the other party.
-5-
Assurant, Inc.
By:
Its: ___________________________
ACCEPTANCE OF AGREEMENT:
Participant hereby: (a) acknowledges that Participant has received a copy of the Plan, a copy of the Company’s most recent annual report to shareholders and other communications routinely distributed to the Company’s shareholders, and a copy of the plan description pertaining to the Plan; (b) accepts this Agreement and the Restricted Stock Units granted to Participant under this Agreement subject to all provisions of the Plan and this Agreement, including the provisions in the Agreement regarding “Special Forfeiture and Repayment Rules” set forth in Paragraph 9 and “Compensation Clawback” set forth in Paragraph 19; (c) represents that Participant understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if Participant manually signed the Agreement; and (d) agrees that no transfer of the Shares delivered in respect of the Restricted Stock Units may be made unless the Shares have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.
_____________________________
Participant’s Signature
____________________________
Date
-6-
EXHIBIT 10.6
CALIFORNIA LAW ADDENDUM – Award Agreement
This California Law Addendum ("Addendum") forms part of and modifies the Award Agreement between Assurant, Inc. (the "Company") and the Participant.
Section 1. Applicability
The Company may provide this Addendum in connection with an Award granted to a Participant whom the Company has identified as residing in California or primarily performing services for the Assurant Group in California at the time the Award is granted. If provided by the Company in connection with the applicable Award Agreement, this Addendum forms part of, and modifies, that Award Agreement.
Except as expressly modified by this Addendum, the Award Agreement remains unchanged and in full force and effect.
Section 2. Competitor Conduct
Notwithstanding Paragraph 9(b) of the Award Agreement, the provisions relating to Competitor Conduct, including any forfeiture, repayment, notice, or other obligation arising solely from Participant's acceptance of employment with, or provision of services to, a Competitor following Termination of Service, shall not apply to the extent prohibited by applicable California law.
Section 3. Employee and Customer Restrictions
Paragraphs 9(a)(D), (E) and (F) of the Award Agreement shall apply only to the extent permitted by applicable California law.
Section 4. Continuing Obligations
For the avoidance of doubt, nothing in this Addendum modifies or limits the Participant's obligations with respect to:
a.protection of confidential information;
b.protection of trade secrets;
c.compliance with the Company's Code of Ethics and other applicable Company policies;
d.fraud, gross negligence, willful misconduct or financial misconduct;
e.compliance with any lawful invention assignment obligations;
f.the Company's Compensation Clawback Policy;
g.any recovery required by applicable law, SEC rules, or applicable stock exchange listing standards; or
h.any other provision of Paragraph 9 that is enforceable under applicable California law.
Section 5. Trade Secret Rights
Nothing in this Addendum shall be construed to limit the Company's rights or the Participant's obligations under the California Uniform Trade Secrets Act, the federal Defend Trade Secrets Act of 2016, or any other applicable law protecting confidential, proprietary or trade secret information.
Section 6. Conflict
To the extent of any conflict between this Addendum and the Award Agreement, this Addendum shall control.
EXHIBIT 31.1
CERTIFICATIONS
I, Keith W. Demmings, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Assurant, Inc. for the period ended September 30, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
| /s/ Keith W. Demmings | |||||
| Keith W. Demmings President, Chief Executive Officer and Director (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATIONS
I, Keith R. Meier, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Assurant, Inc. for the period ended September 30, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 5, 2026
| /s/ Keith R. Meier | |||||
| Keith R. Meier Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF
ASSURANT, INC.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Assurant, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith W. Demmings, President, Chief Executive Officer and Director (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026
| /s/ Keith W. Demmings | |||||
| Keith W. Demmings President, Chief Executive Officer and Director (Principal Executive Officer) | |||||
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF
ASSURANT, INC.
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
§ 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Assurant, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keith R. Meier, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 5, 2026
| /s/ Keith R. Meier | |||||
| Keith R. Meier Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||