CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
These Definitive Additional Materials and the definitive proxy statement, and the documents incorporated by reference in this proxy statement, and any related oral statements, contain “forward-looking statements” that do not directly or exclusively relate to historical facts, including, without limitation, statements relating to the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement. Some of the forward-looking statements can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms or the converse of such terms. However, not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not related to present facts or current conditions or that are not historical facts. They appear in a number of places throughout these Definitive Additional Materials and the definitive proxy statement and the documents incorporated by reference in these Definitive Additional Materials and the definitive proxy statement and include statements regarding intentions, beliefs or current expectations concerning, among other things, the merger, regulatory approvals, and the timing of the merger, the industries in which the Company operates, and other statements relating to the Company’s future performance.
The merger is subject to risks and uncertainties, including:
• that the Company and Parent may be unable to complete the merger because, among other reasons, conditions to the closing of the merger, as detailed in the section titled “The Merger Agreement — Conditions to the Merger” beginning on page 96 of the definitive proxy statement, may not be satisfied or waived;
• uncertainty as to the timing of the closing of the merger;
• the inability to complete the merger due to the failure to obtain the requisite approval of the stockholders or the failure to satisfy other conditions to the closing of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger;
• interloper risk;
• the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;
• risks related to disruption of management’s attention from the Company’s ongoing business operations due to the merger;
• the effect of the announcement of the merger on the Company’s relationships with its insureds, operating results and business generally; and
• the outcome of any legal proceedings to the extent initiated against the Company, Parent or others following the announcement of the merger, as well as the Company’s and Parent’s management’s response to any of the aforementioned factors.
For a discussion of factors that could cause actual results to differ materially from those contemplated by forward-looking statements, see the section captioned “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. See the section of these Definitive Additional Materials below titled “Where You Can Find Additional Information.”
Should one (1) or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
Forward-looking statements speak only as of the date on which they are made. Except as expressly required under federal securities laws or the rules and regulations of the SEC, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.
